10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2012

OR

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

For the transition period from              to             

Commission File Number: 000-21244

PAREXEL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2776269
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
195 West Street Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(781) 487-9900

Registrant’s telephone number, including area code

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  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	ý	Accelerated Filer	¨
Non-accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of January 30, 2013, there were 58,136,100 shares of common stock outstanding.

PAREXEL INTERNATIONAL CORPORATION

INDEX

Part I. Financial Information	2
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets (Unaudited): December 31, 2012 and June 30, 2012	2
Condensed Consolidated Statements Of Income and Comprehensive Income (Loss) (Unaudited): Three and Six Months Ended December 31, 2012 and 2011	3
Condensed Consolidated Statements Of Cash Flows (Unaudited): Six Months Ended December 31, 2012 and 2011	4
Notes To Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	16
Item 3. Quantitative And Qualitative Disclosures About Market Risk	27
Item 4. Controls And Procedures	28
Part II. Other Information	29
Item 1. Legal Proceedings	29
Item 1a. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6. Exhibits	40
Signatures	41
Exhibit Index	42

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PAREXEL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

	December 31, 2012			June 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	204,103		$	213,579
Marketable securities	92,442			—
Billed and unbilled accounts receivable, net	645,793			649,217
Prepaid expenses	20,468			20,657
Deferred tax assets	36,908			37,159
Income taxes receivable	2,110			—
Other current assets	29,187			22,352
Total current assets	1,031,011			942,964
Property and equipment, net	211,824			207,778
Goodwill	309,920			255,455
Other intangible assets, net	97,040			70,004
Non-current deferred tax assets	9,555			13,885
Long-term income taxes receivable	11,596			15,585
Other assets	26,704			26,485
Total assets	$	1,697,650		$	1,532,156
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	107,403		$	5,003
Accounts payable	48,914			50,783
Deferred revenue	361,614			331,488
Accrued expenses	41,021			44,780
Accrued employee benefits and withholdings	114,669			120,368
Current deferred tax liabilities	18,148			14,998
Income taxes payable	—			3,644
Other current liabilities	13,557			12,310
Total current liabilities	705,326			583,374
Long-term debt, net of current portion	274,465			211,784
Non-current deferred tax liabilities	33,992			24,678
Long-term income tax liabilities	48,090			50,008
Long-term deferred revenue	29,091			28,226
Other liabilities	25,936			24,411
Total liabilities	1,116,900			922,481
Stockholders’ equity:
Preferred stock	—			—
Common stock	581			601
Additional paid-in capital	194,073			279,535
Retained earnings	395,085			358,678
Accumulated other comprehensive loss	(8,989		)	(29,139		)
Total stockholders’ equity	580,750			609,675
Total liabilities and stockholders’ equity	$	1,697,650		$	1,532,156

The accompanying notes are an integral part of the consolidated financial statements.

2

PAREXEL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Service revenue	$	422,068		$	333,170		$	816,821		$	647,905
Reimbursement revenue	61,069			54,641			128,836			100,555
Total revenue	483,137			387,811			945,657			748,460
Direct Costs	301,325			228,099			580,729			450,273
Reimbursable out-of-pocket expenses	61,069			54,641			128,836			100,555
Selling, general and administrative	71,909			64,358			141,937			125,347
Depreciation	15,462			14,752			30,257			29,033
Amortization	2,043			2,203			3,127			4,344
Restructuring (benefit) charge	(108		)	1,162			(418		)	3,862
Total costs and expenses	451,700			365,215			884,468			713,414
Income from operations	31,437			22,596			61,189			35,046
Interest income	1,027			1,606			2,134			2,760
Interest expense	(2,428		)	(2,687		)	(4,971		)	(6,446		)
Miscellaneous income (expense)	1,192			(2,713		)	240			1,516
Total other expense	(209		)	(3,794		)	(2,597		)	(2,170		)
Income before income taxes	31,228			18,802			58,592			32,876
Provision for income taxes	9,885			5,862			22,185			10,375
Net income	$	21,343		$	12,940		$	36,407		$	22,501
Earnings per common share
Basic	$0.36			$0.22			$0.61			$0.38
Diluted	$0.36			$0.21			$0.60			$0.37
Shares used in computing earnings per common share
Basic	58,671			59,265			59,391			59,154
Diluted	59,639			60,249			60,412			60,164
Comprehensive income (loss) (Note 4)	$	27,621		$	1,064		$	56,557		$	(22,795	)

The accompanying notes are an integral part of the consolidated financial statements.

3

PAREXEL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Six Months Ended
	December 31, 2012			December 31, 2011
Cash flow from operating activities:
Net income	$	36,407		$	22,501
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	33,384			33,377
Stock-based compensation	5,435			5,485
Excess tax benefit from stock-based compensation	(2,173		)	—
Provision for losses on receivables, net	32			1,145
Deferred income taxes	11,390			(9,035		)
Other non-cash items	(1,002		)	666
Changes in operating assets and liabilities, net of effects from acquisition	14,625			61,616
Net cash provided by operating activities	98,098			115,755
Cash flow from investing activities:
Acquisition of business, net of cash acquired	(74,692		)	—
Purchase of marketable securities	(90,524		)	(20,703		)
Purchase of property and equipment	(31,360		)	(27,513		)
Proceeds from sale of assets	1,670			—
Proceeds from note receivable	594			—
Net cash used in investing activities	(194,312		)	(48,216		)
Cash flow from financing activities:
Proceeds from issuance of common stock	7,064			1,948
Payments for share repurchase	(98,692		)	—
Excess tax benefit from stock-based compensation	2,173			—
Borrowings under credit agreement/facility	345,000			155,000
Repayments under credit agreement/facility	(180,000		)	(157,500		)
Repayments under other debt	—			(628		)
Net cash provided by (used in) financing activities	75,545			(1,180		)
Effect of exchange rate changes on cash and cash equivalents	11,193			(21,760		)
Net (decrease) increase in cash and cash equivalents	(9,476		)	44,599
Cash and cash equivalents at beginning of period	213,579			89,056
Cash and cash equivalents at end of period	$	204,103		$	133,655
Supplemental disclosures of cash flow information
Net cash paid during the period for:
Interest	$	4,534		$	6,326
Income taxes, net of refunds	$	11,641		$	3,613

The accompanying notes are an integral part of the consolidated financial statements.

4

PAREXEL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of PAREXEL International Corporation (“PAREXEL,” “the Company,” “we,” “our” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company's financial position and results of operations as of December 31, 2012 and for the three and six months ended December 31, 2012 and 2011 have been included. Operating results for the three and six months ended December 31, 2012 are not necessarily indicative of the results that may be expected for other quarters or the entire fiscal year. For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012 10-K”) filed with the Securities and Exchange Commission on August 27, 2012.

We reclassified $10.4 million of non-current deferred tax assets to current deferred tax assets for the period ended June 30, 2012. This change had no impact to total deferred tax assets. We also reclassified $3.2 million of deferred financing costs from other assets to long-term debt, net of current portion for the period ended June 30, 2012 as a contra-debt balance. The Company evaluated the quantitative and qualitative aspects of these adjustments and determined the corrections were not material. These reclassifications had no impact on the Company’s results of operations or statement of cash flow for the fiscal year ended June 30, 2012.

Recently Issued Accounting Standards

In June 2011, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 also requires that reclassifications from other comprehensive income to net income be presented on the face of the financial statements. We adopted ASU 2011-05 in the first quarter of our Fiscal Year 2013, with the exception of the presentation of reclassifications on the face of the financial statements, which has been deferred by the FASB under ASU No. 2011-12, Comprehensive Income (Topic 820): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income. Our adoption of ASU 2011-05 did not have a material impact on our consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires companies to disclose information about offsetting and related arrangements to enable readers of their financial statements to understand the effects of those arrangements on its financial position. ASU 2011-11 is effective for fiscal years beginning after January 1, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 amends Topic 350 to allow a company to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. A company would not be required to determine the fair value of the indefinite-lived intangible unless the entity determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

NOTE 2 – ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS

Acquisitions

Our condensed consolidated financial statements include the operating results of acquired entities from their respective dates of acquisition. Transaction costs associated with the following acquisition were expensed as incurred and were not material for the three and six months ended December 31, 2012 and 2011.

On December 21, 2012, we acquired all of the outstanding equity securities of Liquent, Inc. (“Liquent”), a leading global provider of Regulatory Information Management (RIM) solutions for total cash consideration of approximately $74.7 million.

5

By combining Liquent with our Perceptive Informatics (“Perceptive”) segment, we intend to strengthen our regulatory capabilities by adding a regulatory information technology platform and provide our clients access to comprehensive regulatory agency submission planning, viewing, tracking, publishing, and registration management throughout the entire lifecycle of a life sciences entity. We expect the acquisition also will benefit the PAREXEL Consulting and Medical Communications Services (“PCMS”) business, where we will be able to leverage Liquent’s significant expertise in regulatory information management outsourcing.

The acquisition was funded through a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, N.A. (“BOA”) (see Note 9).

We accounted for this acquisition as a business combination in accordance with FASB Accounting Standards Codification ("ASC") Topic 805, "Business Combinations". We allocate the amounts that we pay for each acquisition to the assets we acquire and liabilities we assume based on their fair values at the dates of acquisition, including identifiable intangible assets. We base the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions determined by management and which consider management's best estimates of inputs and assumptions that a market participant would use. We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, and estimated useful lives, could result in different purchase price allocations and amortization expense in current and future periods than those determined by the Company.

The components of the consideration transferred in conjunction with the Liquent acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,692
Preliminary allocation of consideration transferred:
Accounts receivable	$	9,286
Other current assets	398
Property and equipment	1,628
Definite-lived intangible assets	32,900
Goodwill	51,118
Total assets acquired	95,330
Current liabilities	5,346
Deferred revenue, current	3,591
Deferred tax liabilities	11,701
Total liabilities assumed	20,638
Net assets acquired:	$	74,692

The amounts above represent the preliminary fair value estimates as of December 31, 2012 and are subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates. We expect to complete our accounting for the Liquent acquisition in the second half of Fiscal Year 2013.

The goodwill of $51.1 million arising from the Liquent acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. The goodwill recorded is included in our Perceptive segment and is non-deductible for tax purposes.

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollars in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	22,100	11
Technology	7,800		8
Trade name	2,800		8
Backlog	200		1
Total	$	32,900

6

Goodwill and Other Intangible Assets

The goodwill balance of $309.9 million included in our accompanying consolidated balance sheet as of December 31, 2012 reflects the additions arising from the Liquent acquisition and an increase of $3.3 million related to the impact of changes in foreign exchange rates used for translation for the six month period ending December 31, 2012. The other intangible assets, net balance of $97.0 million reflects the additions arising from the Liquent acquisition, a decrease of $2.7 million related to the impact of changes in foreign exchange rates and amortization expense of $3.1 million for the six month period ending December 31, 2012.

NOTE 3 – EQUITY AND EARNINGS PER SHARE

We have authorized 5 million shares of preferred stock at $0.01 par value. As of December 31, 2012 and June 30, 2012, we had no preferred shares issued and outstanding.

As of December 31, 2012 and June 30, 2012, we have authorized 150 million and 75 million shares of common stock with a $0.01 par value, respectively. As of December 31, 2012 and June 30, 2012, we had 58,103,066 and 60,147,007 shares issued and outstanding, respectively.

In December 2012, we increased the maximum number of shares available for awards under our 2010 Stock Incentive Plan from 2 million to 5 million shares.

We compute basic earnings per share by dividing net income for the period by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding stock options and restricted stock awards/units. The following table outlines the basic and diluted earnings per common share computations:

(in thousands, except per share data)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Net income attributable to common stock	$	21,343	$	12,940	$	36,407	$	22,501
Weighted average number of shares outstanding, used in computing basic earnings per share	58,671		59,265		59,391		59,154
Dilutive common stock equivalents	968		984		1,021		1,010
Weighted average number of shares outstanding used in computing diluted earnings per share	59,639		60,249		60,412		60,164
Basic earnings per share	$0.36		$0.22		$0.61		$0.38
Diluted earnings per share	$0.36		$0.21		$0.60		$0.37
Anti-dilutive equity instruments (excluded from the calculation of diluted earnings per share)	357		2,598		542		2,073

Share Repurchase Plan

In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200 million of our common stock to be financed with cash on hand, cash generated from operations, existing credit facilities, or new financing.  There is no set expiration date for the Program. The Program does not obligate us to acquire any particular dollar value or number of shares of common stock, and it can be modified, extended, suspended or discontinued at any time. 

In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), for an aggregate purchase price of $50 million.  Pursuant to the Agreement, on September 20, 2012, we paid $50 million to JPMorgan and received from JPMorgan 1,328,462 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $30.11 per share, which was the closing price of the common stock on September 17, 2012. These repurchased shares have been cancelled and restored to the status of authorized and unissued shares. At Agreement maturity, in approximately five to six months after the date we entered into the Agreement, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall. If the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. We recorded the

7

$50 million payment to JPMorgan as a decrease to equity in our consolidated balance sheet, consisting of decreases in common stock and additional paid-in capital.

In addition, during the six months ended December 31, 2012, we purchased 1,613,388 shares in the open market at fair value under the Program at an average price of $31.01 per share. As of December 31, 2012, approximately $100.0 million remained available under the Program for the purchase of additional shares.

NOTE 4 – COMPREHENSIVE INCOME

Comprehensive income has been calculated in accordance with FASB ASC 220, “Comprehensive Income.” Comprehensive income was as follows:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Net income	$	21,343		$	12,940		$	36,407		$	22,501
Unrealized gain (loss) on derivative instruments	(362		)	72			(50		)	(1,125		)
Currency translation adjustments	6,640			(11,948		)	20,200			(44,171		)
Comprehensive income (loss)	$	27,621		$	1,064		$	56,557		$	(22,795	)

The unrealized gain (loss) on derivative instruments is net of $0.1 million and $0.1 million of taxes for the three and six months ended December 31, 2012, respectively; and net of $0.0 million and $0.4 million of taxes for the three and six months ended December 31, 2011, respectively.

NOTE 5 – STOCK-BASED COMPENSATION

We account for stock-based compensation according to FASB ASC 718, “Compensation—Stock Compensation.” The classification of compensation expense within the consolidated statements of income is presented in the following table:

(in thousands)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Direct costs	$	399	$	526	$	779	$	929
Selling, general and administrative	2,300		2,336		4,656		4,556
Total stock-based compensation	$	2,699	$	2,862	$	5,435	$	5,485

NOTE 6 – RESTRUCTURING CHARGES

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies (the “2011 Restructuring Plan”). The 2011 Restructuring Plan focused primarily on the Early Phase business and corporate functions. The total cost of the 2011 Restructuring Plan was approximately $15.4 million and included the elimination of approximately 150 managerial and staff positions.

We recorded the following charges (benefits) to our restructuring plans:

8

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
2011 Restructuring Plan
Employee severance	$	(44	)	$	1,727		$	(159	)	$	3,412
Facilities-related and other	(64		)	430			(259		)	1,464
Total 2011 Plan	$	(108	)	$	2,157		$	(418	)	$	4,876
2010 Restructuring Plan
Employee severance	$	—		$	(965	)	$	—		$	(984	)
Facilities-related	—			(30		)	—			(30		)
Total 2010 Plan	$	—		$	(995	)	$	—		$	(1,014	)
Total All Plans	$	(108	)	$	1,162		$	(418	)	$	3,862

Current activity charged against restructuring accruals is presented in the following table.

(in thousands)	Balance at		Provisions/ Adjustments			Payments/Foreign Currency Exchange			Balance at
	June 30, 2012								December 31, 2012
2011 Restructuring Plan
Employee severance costs	$	1,884	$	(159	)	$	(1,367	)	$	358
Facilities-related charges and other	3,663		(259		)	(595		)	2,809
2010 Restructuring Plan
Facilities-related charges	642		—			(84		)	558
Pre-2010 Plans
Facilities-related charges	1,585		—			(155		)	1,430
Total	$	7,774	$	(418	)	$	(2,201	)	$	5,155

The balances are included in accrued expenses and other non-current liabilities on our condensed consolidated balance sheets.

NOTE 7 – SEGMENT INFORMATION

We have three reporting segments: Clinical Research Services (“CRS”), PAREXEL Consulting and Medical Communication Services (“PCMS”), and Perceptive Informatics (“Perceptive”).

• CRS constitutes our core business and includes all phases of clinical research from Early Phase (encompassing the early stages of clinical testing that range from first-in-man through proof-of-concept studies) to Phase II-III and Phase IV, which we call Peri-Approval Clinical Excellence (“PACE”). Our services include clinical trials management and biostatistics, data management and clinical pharmacology, as well as related medical advisory, patient recruitment, clinical supply and drug logistics, pharmacovigilance, and investigator site services. We aggregate Early Phase with Phase II-III/PACE due to economic similarities in these operating segments.

• PCMS provides technical expertise and advice in such areas as drug development, regulatory affairs, product pricing and reimbursement, commercialization and strategic compliance. It also provides a full spectrum of market development, product development, and targeted communications services in support of product launch. Our PCMS consultants identify alternatives and propose solutions to address client issues associated with product development, registration, and commercialization.

• Perceptive provides information technology solutions designed to help improve clients’ product development and regulatory submission processes. Perceptive offers a portfolio of products and services that includes medical imaging services, ClinPhone^® randomization and trial supply management ("RTSM"), IMPACT^® clinical trials management systems ("CTMS"), DataLabs^® electronic data capture ("EDC"), web-based portals, systems integration, electronic patient reported outcomes ("ePRO"), and Liquent InSight® Regulatory Information Management (RIM) platform. These services are often bundled together and integrated with other applications to provide eClinical solutions for our clients.

We evaluate our segment performance and allocate resources based on service revenue and gross profit (service revenue less direct costs), while other operating costs are allocated and evaluated on a geographic basis. Accordingly, we do not include the impact of selling, general, and administrative expenses, depreciation and amortization expense, other income (expense), and income tax expense in segment profitability. We attribute revenue to individual countries based upon the revenue earned in the

9

respective countries; however, inter-segment transactions are not included in service revenue. Furthermore, PAREXEL has a global infrastructure supporting its business segments, and therefore, assets are not identified by reportable segment.

Our segment results are as follows:

(in thousands)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Service revenue
CRS	$	320,580	$	247,871	$	617,747	$	483,280
PCMS	49,274		38,455		97,625		74,103
Perceptive	52,214		46,844		101,449		90,522
Total service revenue	$	422,068	$	333,170	$	816,821	$	647,905
Direct costs
CRS	$	242,415	$	177,841	$	462,581	$	350,591
PCMS	28,454		22,584		58,139		43,562
Perceptive	30,456		27,674		60,009		56,120
Total direct costs	$	301,325	$	228,099	$	580,729	$	450,273
Gross profit
CRS	$	78,165	$	70,030	$	155,166	$	132,689
PCMS	20,820		15,871		39,486		30,541
Perceptive	21,758		19,170		41,440		34,402
Total gross profit	$	120,743	$	105,071	$	236,092	$	197,632

NOTE 8 – INCOME TAXES

We determine our global provision for corporate income taxes in accordance with FASB ASC 740, “Income Taxes.” We recognize our deferred tax assets and liabilities based upon the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Further, we follow a methodology in which we identify, recognize, measure and disclose in our financial statements the effects of any uncertain tax return reporting positions that we have taken or expect to take. The methodology is based on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances. Our quarterly effective income tax rate contains management estimates of our annual projected profitability in the various taxing jurisdictions in which we operate. Since the statutory tax rates differ in the jurisdictions in which we operate, changes in the distribution of profits and losses may have a significant impact on our effective income tax rate.

As of December 31, 2012, we had $50.0 million of gross unrecognized tax benefits of which $15.5 million would impact the effective tax rate if recognized. As of June 30, 2012, we had $53.8 million of gross unrecognized tax benefits of which $10.0 million would impact the effective tax rate if recognized. The reserves for unrecognized tax positions primarily relate to exposures for income tax matters such as changes in the jurisdiction in which income is taxable. The $3.8 million net decrease in gross unrecognized tax benefits is primarily attributable to the expiration of statutes of limitation in Europe and the United States, and a settlement with tax authorities in Asia.

As of December 31, 2012, we anticipate that the liability for unrecognized tax benefits for uncertain tax positions could decrease by approximately $4.3 million over the next twelve months primarily as a result of the expiration of statutes of limitation and settlements with tax authorities.

We recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2012, $5.3 million of gross interest and penalties were included in our liability for unrecognized tax benefits. As of June 30, 2012, $6.1 million of gross interest and penalties were included in our liability for unrecognized tax benefits. Income tax expense recorded for each of the six months ended December 31, 2012 and 2011 includes a benefit of approximately $0.8 million and an expense of approximately $0.7 million, respectively.

We are subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. All material U.S. federal, state, and local income tax matters through 2005 have been concluded with the respective taxing authority. Substantially all material foreign income tax matters have been concluded for all years through 2000 with the respective taxing authority.

For the three and six months ended December 31, 2012, we had effective income tax rates of 31.7% and 37.9%, respectively. The tax rate for the three months ended December 31, 2012 was lower than the expected statutory rate of 35% primarily as a

10

result of a release of reserves for interest and penalties following the expiration of statutes in a European legal entity as well as the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate. These benefits were partially offset by an increase in valuation allowances associated with net operating losses in Europe. The tax rate for the six months ended December 31, 2012 was higher than the expected statutory rate of 35% primarily as a result of increases in expense associated with the limitation of certain compensation-related deductions and an increase in valuation allowances associated with net operating losses in Europe. These increases were partially offset by a release of reserves for interest and penalties following the expiration of statutes in a European legal entity as well as the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate.

For the three and six months ended December 31, 2011, we had effective income tax rates of 31.2% and 31.6% The tax rates for these periods were lower than the expected statutory rate of 35% primarily as a result of the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate. The six months ended was further reduced by the benefit from reduction in the statutory tax rate in the United Kingdom.

The American Taxpayer Relief Act of 2012 ("the Act") was enacted on January 2, 2013. The Act reinstates the "look-through" provision of tax code which will result in a reduction in our projected annual effective tax rate for Fiscal Year 2013 and the associated income tax expense. Application of the reinstated provisions to the six months ended December 31, 2012 would have reduced income tax expense for that period by approximately $1.5 million. The benefit of the reduction in the annual effective tax rate will be included in our income tax expense for the third and fourth quarter of Fiscal Year 2013.

NOTE 9–CREDIT AGREEMENTS

2012 Term Loan

On December 20, 2012, we entered into the 2012 Term Loan with BOA, which was initially guaranteed by certain of our subsidiaries, but which guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013.

The 2012 Term Loan consists of a term loan facility for $100.0 million, the full amount of which was advanced to us on December 21, 2012 and was outstanding at December 31, 2012. All outstanding loans under the term loan facility mature on June 30, 2013 unless earlier payment is required under the terms of the loan agreement. Borrowings made under the 2012 Term Loan bear interest, at our option, at a base rate plus a margin (such margin not to exceed a per annum rate of 0.75%) based on a ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the preceding twelve months (the “Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 1.75%) based on the Leverage Ratio. The amount outstanding under the 2012 Term Loan may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions of the term loan agreement. As of December 31, 2012, the 2012 Term Loan carried an annualized interest rate of 3.75%, which was calculated using the base rate plus a margin. In January 2013, we elected the LIBOR rate plus a margin option.

Our obligations under the 2012 Term Loan may be accelerated upon the occurrence of an event of default under the 2012 Term Loan, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties in the term loan agreement and cross defaults to material indebtedness, including the 2011 Credit Agreement (defined below).

On January 22, 2013, we entered into additional short term unsecured term loan agreements with each of HSBC Bank USA, National Association, TD Bank, N.A., and U.S. Bank National Association, each in the amount of $25.0 million (collectively, the “Facilities”). The key terms of the Facilities are substantially the same as the 2012 Term Loan, including the loan maturities on June 30, 2013 unless earlier payment is required under the terms of each respective loan agreement, except that there are no guaranties provided by any of our subsidiaries. The $75.0 million aggregate proceeds of the Facilities were used to partially pay down balances owed under the 2012 Term Loan, and in connection with such payment, BOA released our subsidiaries from their guaranty obligations under the 2012 Term Loan.

2011 Credit Agreement

On June 30, 2011, we entered into an unsecured senior credit facility (the “2011 Credit Agreement”) providing for a five-year term loan of $100.0 million and a five year revolving credit facility in the principal amount of up to $300.0 million. The borrowings all carry a variable interest rate based on LIBOR, prime, or a similar index, plus a margin (such margin not to exceed a per annum rate of 1.75%).

As of December 31, 2012, we had $192.5 million of principal borrowed under the revolving credit facility, $92.5 million of principal borrowed under the term loan, and borrowing availability of $107.5 million under the revolving credit facility.

11

In September 2011, we entered into an interest rate swap and an interest rate cap agreement. These interest rate hedges were deemed to be fully effective in accordance with ASC 815, “Derivatives and Hedging,” and, as such, unrealized gains and losses related to these derivatives are recorded as other comprehensive income. Principal in the amount of $100.0 million under the 2011 Credit Agreement has been hedged with an interest rate swap agreement and carries a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million has been hedged with an interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of December 31, 2012, our debt under the 2011 Credit Agreement, including the $100.0 million of principal hedged with an interest swap agreement, carried an average annualized interest rate of 1.85%.

During the six months ended December 31, 2012, we made principal payments of $2.5 million on the term loan. The term loan scheduled repayments under the 2011 Credit Agreement increase over time from 5% of the principal due in the first year to 60% of the principal due in the last year.

Additional Lines of Credit

We have an unsecured line of credit with JP Morgan UK in the amount of $4.5 million that bears interest at an annual rate ranging between 2.00% and 4.00%. We entered into this line of credit to facilitate business transactions. At December 31, 2012, we had $4.5 million available under this line of credit.

We have a cash pool facility with RBS Nederland, NV in the amount of 5.0 million Euros that bears interest at an annual rate ranging between 1.00% and 2.00%. We entered into this line of credit to facilitate business transactions. At December 31, 2012, we had 5.0 million Euros available under this line of credit.

We have a cash pooling arrangement with RBS Nederland, NV. Pooling occurs when debit balances are offset against credit balances and the overall net position is used as a basis by the bank for calculating the overall pool interest amount. Each legal entity owned by us and party to this arrangement remains the owner of either a credit (deposit) or a debit (overdraft) balance. Therefore, interest income is earned by legal entities with credit balances, while interest expense is charged to legal entities with debit balances. Based on the pool’s aggregate balance, the bank then (1) recalculates the overall interest to be charged or earned, (2) compares this amount with the sum of previously charged/earned interest amounts per account and (3) additionally pays/charges the difference. The gross overdraft balance related to this pooling arrangement was $69.2 million and $63.4 million at December 31, 2012 and June 30, 2012, respectively, and was included in cash and cash equivalents.

NOTE 10 – COMMITMENTS, CONTINGENCIES AND GUARANTEES

As of December 31, 2012, we had approximately $44.9 million in purchase obligations with various vendors for the purchase of computer software and other services over the next five years.

The 2011 Credit Agreement is guaranteed by certain of our U.S. subsidiaries. The 2012 Term Loan with BOA was initially guaranteed by certain of our subsidiaries, but those guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013.

We have letter-of-credit agreements with banks totaling approximately $9.0 million guaranteeing performance under various operating leases and vendor agreements.

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, either individually or in the aggregate, have a material impact on our consolidated financial position, results of operations, or liquidity.

NOTE 11 – DERIVATIVES

We are exposed to certain risks relating to our ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and foreign exchange rate risk. Accordingly, we have instituted interest rate and foreign currency hedging programs that are accounted for in accordance with ASC 815, “Derivatives and Hedging.”

• Our interest rate hedging program is a cash flow hedge program designed to minimize interest rate volatility. We swap the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount, at specified intervals. We also employ an interest rate cap that compensates us if variable interest rates rise above a pre-determined rate. Our interest rate contracts are designated as hedging instruments.

• Our foreign currency hedging program is a cash flow hedge program designed to minimize foreign currency exchange rate volatility due to the foreign exchange exposure related to intercompany transactions. This program was expanded in the first quarter of our Fiscal Year 2013 in order to reduce the impact of foreign exchange rate risk on our gross margin. We primarily utilize forward exchange contracts and cross-currency swaps with maturities of no more than 12 months. These contracts are designated as hedging instruments.

12

We also enter into other economic hedges to mitigate foreign currency exchange risk and interest rate risk related to other intercompany transactions. These contracts are not designated as hedges in accordance with ASC 815.

The following table presents the notional amounts and fair values of our derivatives as of December 31, 2012 and June 30, 2012. All asset and liability amounts are reported in other current assets, other current liabilities, and other liabilities in our consolidated balance sheets.

(in thousands)	December 31, 2012					June 30, 2012
	Notional Amount		Asset (Liability)			Notional Amount		Asset (Liability)
Derivatives designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	70,602	$	1,221		$	—	$	—
Cross-currency swap contracts	27,715		151			—		—
Derivatives in a liability position:
Interest rate contracts	150,000		(2,319		)	150,000		(2,415		)
Foreign exchange contracts	22,016		(825		)	—		—
Cross-currency swap contracts	—		—			25,106		(2,697		)
Total designated derivatives	$	270,333	$	(1,772	)	$	175,106	$	(5,112	)
Derivatives not designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	64,615	$	443		$	—	$	—
Derivatives in a liability position:
Cross-currency interest rate swap contracts	$	45,238	$	(4,671	)	$	43,405	$	(4,544	)
Foreign exchange contracts	6,336		(222		)	100,815		(213		)
Total non-designated derivatives	$	116,189	$	(4,450	)	$	144,220	$	(4,757	)
Total derivatives	$	386,522	$	(6,222	)	$	319,326	$	(9,869	)

We record the effective portion of any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated comprehensive income (loss) in our consolidated balance sheet, net of deferred taxes, and any ineffective portion to miscellaneous income (expense) in our consolidated statements of income. The gains (losses) recognized in other comprehensive income (loss), net of taxes, are presented below:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Derivatives designated as hedging instruments under ASC 815
Interest rate contracts, net of taxes	$	177		$	(4	)	$	126		$	(412	)
Foreign exchange contracts, net of taxes	(213		)	—			227			—
Cross-currency swap contracts, net of taxes	(326		)	76			(403		)	(713		)
Total designated derivatives	$	(362	)	$	72		$	(50	)	$	(1,125	)

Under certain circumstances, such as the occurrence of significant differences between actual cash receipts and forecasted cash receipts, the ASC 815 programs could be deemed ineffective. The estimated net amount of the existing losses that are expected to be reclassified into earnings within the next twelve months is $1.1 million.

The change in the fair value of derivatives not designated as hedging instruments under ASC 815 is recorded to miscellaneous income (expense) on the consolidated statements of income. The gains (losses) recognized are presented below:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Derivatives not designated as hedging instruments under ASC 815
Cross-currency interest rate swap contracts	$	774		$	(950	)	$	(127	)	$	(3,115	)
Foreign exchange contracts	(998		)	2,297			434			(1,260		)
Total non-designated derivatives	$	(224	)	$	1,347		$	307		$	(4,375	)

13

NOTE 12–FAIR VALUE MEASUREMENTS

We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value and provides guidance for measuring fair value and expands disclosures about fair value measurements. ASC 820 seeks to enable the reader of financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• 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 assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of December 31, 2012:

(in thousands)	Level 1		Level 2			Level 3		Total
Marketable securities	$	92,442	$	—		$	—	$	92,442
Interest rate derivative instruments	—		(6,990		)	—		(6,990		)
Foreign currency exchange contracts	—		768			—		768
Total	$	92,442	$	(6,222	)	$	—	$	86,220

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of June 30, 2012:

(in thousands)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	81,123	$	—		$	—	$	81,123
Interest rate derivative instruments	—		(6,959		)	—		(6,959		)
Foreign currency exchange contracts	—		(2,910		)	—		(2,910		)
Total	$	81,123	$	(9,869	)	$	—	$	71,254

Cash equivalents are measured at quoted prices in active markets. These investments are considered cash equivalents due to the short maturity (less than 90 days) of the investments.

The marketable securities are held in foreign government treasury certificates that are actively traded and have original maturities over 90 days but less than one year. Our marketable securities are classified as held-to-maturity based on our intent and ability to hold the securities to maturity and are recorded at amortized cost, which is not materially different than fair value. Interest and dividends related to these securities are reported as a component of interest income in our consolidated statements of income.

Interest rate derivative instruments are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation.

Foreign currency exchange contracts are measured at fair value using a market approach valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by leading third-party financial news and data providers. This is observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2.

For the six months ended December 31, 2012, there were no transfers among Level 1, Level 2, or Level 3 categories. Additionally, there were no changes in the valuation techniques used to determine the fair values of our Level 2 or Level 3 assets or liabilities.

14

The carrying value of our short-term and long-term debt approximates fair value because all of the debt bears variable rate interest.

15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial information discussed below is derived from the Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q. The financial information set forth and discussed below is unaudited but, in the opinion of management, includes all adjustments (primarily consisting of normal recurring adjustments) considered necessary for a fair presentation of such information. Our results of operations for a particular quarter may not be indicative of results expected during subsequent fiscal quarters or for the entire fiscal year.

This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained in this report regarding our strategy, future operations, financial position, future revenue, projected costs, prospects, plans and objectives of management, other than statements of historical facts, are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “appears,” “intends,” “may,” “plans,” “projects,” “would,” “could,” “should,” “targets,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed or implied in our forward-looking statements. There are a number of important factors that could cause actual results, levels of activity, performance or events to differ materially from those expressed or implied in the forward-looking statements we make. These important factors are described under the heading “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the Securities and Exchange Commission on August 27, 2012 (the “2012 10-K”), and under “Risk Factors” set forth in Part II, Item 1A below. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed herein may not occur and our actual performance and results may vary from those anticipated or otherwise suggested by such statements. You are cautioned not to place undue reliance on these forward-looking statements. Although we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and you should not rely on those forward-looking statements as representing our views as of any date subsequent to the date of this quarterly report.

OVERVIEW

We are a leading biopharmaceutical services company, providing a broad range of expertise in clinical research, clinical logistics, medical communications, consulting, commercialization and advanced technology products and services to the worldwide pharmaceutical, biotechnology, and medical device industries. Our primary objective is to provide quality solutions for managing the biopharmaceutical product lifecycle with the goal of reducing the time, risk, and cost associated with the development and commercialization of new therapies. Since our incorporation in 1983, we have developed significant expertise in processes and technologies supporting this strategy. Our product and service offerings include: clinical trials management, observational studies and patient/disease registries, data management, biostatistical analysis, epidemiology, health economics / outcomes research, pharmacovigilance, medical communications, clinical pharmacology, patient recruitment, clinical supply and drug logistics, post-marketing surveillance, regulatory and product development and commercialization consulting, health policy and reimbursement consulting, performance improvement, medical imaging services, ClinPhone^® randomization and trial supply management services (“RTSM”), DataLabs^® electronic data capture ("EDC"), IMPACT^® clinical trials management systems ("CTMS"), web-based portals, systems integration, patient diary applications, and other product development services. We believe that our comprehensive services, depth of therapeutic area expertise, global footprint and related access to patients, and sophisticated information technology, along with our experience in global drug development and product launch services, represent key competitive strengths.

We have three reporting segments: Clinical Research Services (“CRS”), PAREXEL Consulting and Medical Communications Services (“PCMS”), and Perceptive Informatics (“Perceptive”).

• CRS constitutes our core business and includes all phases of clinical research from Early Phase (encompassing the early stages of clinical testing that range from first-in-man through proof-of-concept studies) to Phase II-III and Phase IV, which we call Peri-Approval Clinical Excellence (“PACE”). Our services include clinical trials management and biostatistics, data management and clinical pharmacology, as well as related medical advisory, patient recruitment, clinical supply and drug logistics, pharmacovigilance, and investigator site services. We have aggregated Early Phase with Phase II-III/PACE due to economic similarities in these operating segments.

• PCMS provides technical expertise and advice in such areas as drug development, regulatory affairs, product pricing and reimbursement, commercialization and strategic compliance. It also provides a full spectrum of market development, product development, and targeted communications services in support of product launch. Our PCMS consultants identify alternatives and propose solutions to address client issues associated with product development, registration, and commercialization.

16

• Perceptive provides information technology solutions designed to help improve clients’ product development and regulatory submission processes. Perceptive offers a portfolio of products and services that includes medical imaging services, ClinPhone^® RTSM, IMPACT^® CTMS, DataLabs^® EDC, web-based portals, systems integration, electronic patient reported outcomes ("ePRO") and Liquent InSight® Regulatory Information Management (RIM) platform. These services are often bundled together and integrated with other applications to provide an eClinical solution for our clients.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and other financial information. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

BUSINESS COMBINATIONS

Business combinations are accounted for under the acquisition method of accounting. Allocating the purchase price requires us to estimate the fair value of various assets acquired and liabilities assumed. Management is responsible for determining the appropriate valuation model and estimated fair values, and in doing so, considers a number of factors, including information provided by an outside valuation advisor. We primarily establish fair value using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates.

For further information on our other critical accounting policies, please refer to the consolidated financial statements and footnotes thereto included in the 2012 10-K.

17

RESULTS OF OPERATIONS

ANALYSIS BY SEGMENT

We evaluate our segment performance and allocate resources based on service revenue and gross profit (service revenue less direct costs), while other operating costs are allocated and evaluated on a geographic basis. Accordingly, we do not include the impact of selling, general, and administrative expenses, depreciation and amortization expense, other charges, interest income (expense), miscellaneous income (expense), and income tax expense (benefit) in segment profitability. We attribute revenue to individual countries based upon external and internal contractual arrangements. Inter-segment transactions are not included in service revenue. Furthermore, we have a global infrastructure supporting our business segments, and therefore, we do not identify assets by reportable segment. Service revenue, direct costs and gross profit on service revenue for the three and six months ended December 31, 2012 and 2011 were as follows:

(in thousands)	Three Months Ended
	December 31, 2012		December 31, 2011		Increase $		Increase %
Service revenue
CRS	$	320,580	$	247,871	$	72,709	29.3	%
PCMS	49,274		38,455		10,819		28.1	%
Perceptive	52,214		46,844		5,370		11.5	%
Total service revenue	$	422,068	$	333,170	$	88,898	26.7	%
Direct costs
CRS	$	242,415	$	177,841	$	64,574	36.3	%
PCMS	28,454		22,584		5,870		26.0	%
Perceptive	30,456		27,674		2,782		10.1	%
Total direct costs	$	301,325	$	228,099	$	73,226	32.1	%
Gross profit
CRS	$	78,165	$	70,030	$	8,135	11.6	%
PCMS	20,820		15,871		4,949		31.2	%
Perceptive	21,758		19,170		2,588		13.5	%
Total gross profit	$	120,743	$	105,071	$	15,672	14.9	%

(in thousands)	Six Months Ended
	December 31, 2012		December 31, 2011		Increase $		Increase %
Service revenue
CRS	$	617,747	$	483,280	$	134,467	27.8	%
PCMS	97,625		74,103		23,522		31.7	%
Perceptive	101,449		90,522		10,927		12.1	%
Total service revenue	$	816,821	$	647,905	$	168,916	26.1	%
Direct costs
CRS	$	462,581	$	350,591	$	111,990	31.9	%
PCMS	58,139		43,562		14,577		33.5	%
Perceptive	60,009		56,120		3,889		6.9	%
Total direct costs	$	580,729	$	450,273	$	130,456	29.0	%
Gross profit
CRS	$	155,166	$	132,689	$	22,477	16.9	%
PCMS	39,486		30,541		8,945		29.3	%
Perceptive	41,440		34,402		7,038		20.5	%
Total gross profit	$	236,092	$	197,632	$	38,460	19.5	%

18

Three Months EndedDecember 31, 2012 Compared With Three Months EndedDecember 31, 2011:

Revenue

Service revenue increased by $88.9 million, or 26.7%, to $422.1 million for the three months ended December 31, 2012 from $333.2 million for the same period in 2011. On a geographic basis, service revenue was distributed as follows (in millions):

	Three Months Ended				Three Months Ended
	December 31, 2012				December 31, 2011
Region	Service Revenue		% of Total		Service Revenue		% of Total
The Americas	$	210.1	49.8	%	$	138.2	41.5	%
Europe, Middle East & Africa	$	150.1	35.6	%	$	144.8	43.5	%
Asia/Pacific	$	61.9	14.6	%	$	50.2	15.0	%

For the three months ended December 31, 2012 compared with the same period in 2011, service revenue in the Americas increased by $71.9 million, or 52.0%; Europe, Middle East & Africa service revenue increased by $5.3 million, or 3.7%; and Asia/Pacific service revenue increased by $11.7 million, or 23.3%. Revenue growth in all regions was attributable to higher demand for services in all of our reporting segments and the impact of our strategic partnership wins. The higher levels of service revenue growth in the Americas region was due to increased activity in the Phase II-III/PACE portion of the CRS business.

On a segment basis, CRS service revenue increased by $72.7 million, or 29.3%, to $320.6 million for the three months ended December 31, 2012 from $247.9 million for the three months ended December 31, 2011. The increase was primarily attributable to a $67.5 million increase in Phase II-III/PACE business and a $5.2 million increase in our Early Phase business; offset in part by a $2.4 million negative impact from foreign currency exchange rate movements. The service revenue increase in the Phase II-III/PACE business was due to our success in winning new business awards and the continued positive impact of strategic partnerships as backlog is converted into revenue through the efforts of a larger employee base. The increase in Early Phase was due to improvements in our win rate among small clients combined with success in winning additional strategic partner relationships.

PCMS service revenue increased by $10.8 million, or 28.1%, to $49.3 million for the three months ended December 31, 2012 from $38.5 million for the same period in 2011. Higher service revenue was due to the increase in consulting services associated with growth in start-up Phase II-III activities and increased strategic compliance work. Medical communications business demand did not increase compared with the same period in 2011.

Perceptive service revenue increased by $5.4 million, or 11.5%, to $52.2 million for the three months ended December 31, 2012 from $46.8 million for the three months ended December 31, 2011. The continued growth in Perceptive service revenue was due to higher demand for technology usage in clinical trials. Service revenue for the quarter ended December 31, 2012 also benefited from increased services provided to some of our strategic partners and $0.4 million of revenue from the operations of Liquent, Inc. ("Liquent") from the acquisition date of December 21, 2012.

Reimbursement revenue consists of reimbursable out-of-pocket expenses incurred on behalf of and reimbursable by clients. Reimbursement revenue does not yield any gross profit to us, nor does it have an impact on our net income.

Direct Costs

Direct costs increased by $73.2 million, or 32.1%, to $301.3 million for the three months ended December 31, 2012 from $228.1 million for the three months ended December 31, 2011. As a percentage of total service revenue, direct costs increased to 71.4% from 68.5% for the respective periods.

On a segment basis, CRS direct costs increased by $64.6 million, or 36.3%, to $242.4 million for the three months ended December 31, 2012 from $177.8 million for the three months ended December 31, 2011. This increase resulted primarily from higher levels of clinical trial activity and increased labor costs associated with headcount growth and higher overall compensation levels. Increased labor costs included both upward pressure on rates in certain markets due to labor shortages, which requires the use of contracted staff. As a percentage of CRS service revenue, CRS direct costs increased to 75.6% for the three months ended December 31, 2012 from 71.7% for the same period in 2011 due primarily to an increase in the number of contracted staff used in response to recent new business wins.

PCMS direct costs increased by $5.9 million, or 26.0%, to $28.5 million for the three months ended December 31, 2012 from $22.6 million for the three months ended December 31, 2011. This increase was primarily due to increased headcount and labor costs in our consulting business due to increased demand for these services. This increase was offset in part by a $1.2 million decline in medical communications due to lower demand. As a percentage of PCMS service revenue, PCMS direct costs decreased to 57.7% from 58.7% for the respective periods as a result of improved cost management within medical communications.

19

Perceptive direct costs increased by $2.8 million, or 10.1%, to $30.5 million for the three months ended December 31, 2012 from $27.7 million for the three months ended December 31, 2011 due primarily to an increase in labor costs and medical imaging "read" expenses associated with higher volume. As a percentage of Perceptive service revenue, Perceptive direct costs decreased to 58.3% for the three months ended December 31, 2012 from 59.1% for the the same period in 2011. This decrease was due to the impact of shifting resources to low cost countries and better revenue mix.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expense increased to $71.9 million for the three months ended December 31, 2012 from $64.4 million for the three months ended December 31, 2011. This $7.5 million increase was due primarily to a $6.0 million increase in payroll-related costs associated with overall compensation increases, including the cost of additional staff needed to support business growth. As a percentage of service revenue, SG&A expense decreased to 17.0% of service revenue for the three months ended December 31, 2012 compared with 19.3% of service revenue for the three months ended December 31, 2011. This decrease was due to leveraging of our revenue growth, effective cost management, and the benefits of past restructuring activities.

Depreciation and Amortization

Depreciation and amortization expense increased by $0.6 million, or 3.2%, to $17.5 million for the three months ended December 31, 2012 from $17.0 million for the three months ended December 31, 2011. As a percentage of service revenue, depreciation and amortization expense was 4.1% for the three months ended December 31, 2012 versus 5.1% for the same period in 2011. This decreased percentage of depreciation and amortization expense was mainly due to revenue growth.

Restructuring Charge

Our restructuring plans, which were ongoing for the quarter ended December 31, 2011, were substantially completed by the third quarter of our Fiscal Year 2012. During the three months ended December 31, 2012, we recorded a $0.1 million benefit in restructuring charges for adjustments to facility-related charges under our previously announced restructuring plans.

Income from Operations

Income from operations increased to $31.4 million for the three months ended December 31, 2012 from $22.6 million for the same period in 2011. Income from operations as a percentage of service revenue, or operating margin, increased to 7.4% from 6.8% for the respective periods. This increase in operating margin was due primarily to better management of our SG&A expenses during the quarter and lower restructuring charges.

Other Expense

We recorded net other expense of $0.2 million for the three months ended December 31, 2012 compared with $3.8 million for the three months ended December 31, 2011. The $3.6 million reduction in net other expense was primarily due to a $3.9 million increase in miscellaneous income, mainly as a result of $1.1 million in foreign currency exchange gains recorded for the three months ended December 31, 2012 compared with $1.9 million of foreign currency exchange losses recorded for the three months ended December 31, 2011. The increase in miscellaneous income was partly offset by higher interest expense, net due to a $0.6 million decrease in interest income earned on our cash and marketable securities for the three months ended December 31, 2012 compared with the three months ended December 31, 2011 as a result of lower interest rates.

Taxes

For the three months ended December 31, 2012 and 2011, we had effective income tax rates of 31.7% and 31.2%, respectively. The tax rate for the three months ended December 31, 2012 benefited from a release of reserves for interest and penalties following the expiration of statutes in a European legal entity and the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate, net of an increase in valuation allowances associated with net operating losses in Europe.

The tax rate for the three months ended December 31, 2011 reflects a favorable distribution of taxable income among lower tax rate foreign jurisdictions and the United States.

20

Six Months EndedDecember 31, 2012 Compared With Six Months EndedDecember 31, 2011:

Revenue

Service revenue increased by $168.9 million, or 26.1%, to $816.8 million for the six months ended December 31, 2012 from $647.9 million for the same period in 2011. On a geographic basis, service revenue was distributed as follows (in millions):

	Six Months Ended				Six Months Ended
	December 31, 2012				December 31, 2011
Region	Service Revenue		% of Total		Service Revenue		% of Total
The Americas	$	407.5	49.9	%	$	278.3	43.0	%
Europe, Middle East & Africa	$	288.4	35.3	%	$	268.0	41.4	%
Asia/Pacific	$	120.9	14.8	%	$	101.6	15.6	%

For the six months ended December 31, 2012 compared with the same period in 2011, service revenue in the Americas increased by $129.2 million, or 46.4%; Europe, Middle East & Africa service revenue increased by $20.4 million, or 7.6%; and Asia/Pacific service revenue increased by $19.3 million, or 19.0%. Revenue growth in all regions was attributable to higher demand for services in all of our reporting segments and the impact of our strategic partnership wins. The higher levels of revenue growth in the Americas region was due to increased activity in the Phase II-III/PACE portion of the CRS business.

On a segment basis, CRS service revenue increased by $134.5 million, or 27.8%, to $617.7 million for the six months ended December 31, 2012 from $483.3 million for the same period in 2011. The increase was primarily attributable to a $125.7 million increase in Phase II-III/PACE business and a $8.8 million increase in our Early Phase business; partly offset by a $7.8 million negative impact from foreign currency exchange rate movements. The increase in revenue in our Phase II-III/PACE business was due to our success in winning new business awards and the continued positive impact of strategic partnerships as backlog is converted into revenue through the efforts of a larger employee base. The revenue increase in our Early Phase business was due to improvements in our win rate among small clients combined with success in winning additional strategic partner relationships.

PCMS service revenue increased by $23.5 million, or 31.7%, to $97.6 million for the six months ended December 31, 2012 from $74.1 million for the same period in 2011. Higher service revenue was due primarily to a $24.5 million increase in consulting services associated with growth in start-up Phase II-III activities and increased strategic compliance work. These increases were partly offset by a $1.4 million decrease in our medical communications business due to lower demand.

Perceptive service revenue increased by $10.9 million, or 12.1%, to $101.4 million for the six months ended December 31, 2012 from $90.5 million for the same period in 2011. The continued growth in Perceptive service revenue was due to higher demand for technology usage in clinical trials. Service revenue increased across all departments, but was partially offset by a $1.4 million negative impact of foreign currency exchange rate movements. Service revenue for the quarter ended December 31, 2012 also benefited from increased services provided to some of our strategic partners and $0.4 million in revenue from the operations of Liquent from the acquisition date of December 21, 2012.

Reimbursement revenue consists of reimbursable out-of-pocket expenses incurred on behalf of and reimbursable by clients. Reimbursement revenue does not yield any gross profit to us, nor does it have an impact on net income.

Direct Costs

Direct costs increased by $130.5 million, or 29.0%, to $580.7 million for the six months ended December 31, 2012 from $450.3 million for the same period in 2011. As a percentage of total service revenue, direct costs increased to 71.1% from 69.5% for the respective periods.

On a segment basis, CRS direct costs increased by $112.0 million, or 31.9%, to $462.6 million for the six months ended December 31, 2012 from $350.6 million for the same period in 2011. This increase resulted primarily from higher levels of clinical trial activity and increased labor costs, associated, in part, with headcount growth in CRS. Increased labor costs include both upward pressure on rates in certain markets due to labor shortages. As a percentage of CRS service revenue, CRS direct costs increased to 74.9% from 72.5% for the respective periods due primarily to an increase in the number of contracted staff used in response to recent new business wins.

PCMS direct costs increased by $14.6 million, or 33.5%, to $58.1 million for the six months ended December 31, 2012 from $43.6 million for the same period in 2011. This increase was primarily due to increased headcount and labor costs in our consulting business due to increased demand for services. The increase was offset in part by a $2.0 million decline in the medical communications business due to lower demand. As a percentage of PCMS service revenue, PCMS direct costs increased to 59.6% from 58.8% for the respective periods as a result of higher labor costs associated with consulting services and short-term investments directed at better positioning the business for continued growth.

21

Perceptive direct costs increased by $3.9 million, or 6.9%, to $60.0 million for the six months ended December 31, 2012 from $56.1 million for the same period in 2011 due primarily to an increase in labor costs and medical imaging "read" expenses associated with higher volume. As a percentage of Perceptive service revenue, Perceptive direct costs decreased to 59.2% from 62.0% for the respective periods due to the impact of shifting resources to low cost countries and better revenue mix.

Selling, General and Administrative

SG&A expense increased to $141.9 million for the six months ended December 31, 2012 from $125.3 million for the same period in 2011. This $16.6 million increase was due primarily to an $11.0 million increase in payroll-related costs associated with overall compensation increases, including the cost of additional staff needed to support business growth and a $3.3 million increase in rent and other office-related expenses. As a percentage of service revenue, SG&A expense decreased to 17.4% of service revenue for the six months ended December 31, 2012 compared with 19.3% of service revenue for the six months ended December 31, 2011. This decrease was due to leveraging of our revenue growth, effective cost management, and the benefits of past restructuring activities.

Depreciation and Amortization

Depreciation and amortization expense remained consistent at $33.4 million for both the six months ended December 31, 2012 and 2011. As a percentage of service revenue, depreciation and amortization expense was 4.1% and 5.2% for the six months ended December 31, 2012 and 2011, respectively. This decreased percentage of depreciation and amortization expense was mainly due to revenue growth.

Restructuring Charge

Our restructuring plans, which were ongoing for the six months ended December 31, 2011, were completed by the third quarter of our Fiscal Year 2012. During the six months ended December 31, 2012, we recorded a $0.4 million net reduction in restructuring charges for adjustments to facility-related charges under our previously announced restructuring plans. For the six months ended December 31, 2011, we recorded $3.9 million in restructuring charges, including $2.4 million in employee separation benefits associated with the elimination of managerial and staff positions, $1.1 million in costs related to the abandonment of certain property leases, and $0.3 million in other charges.

Income from Operations

Income from operations increased to $61.2 million for the six months ended December 31, 2012 from $35.0 million for the same period in 2011. Income from operations as a percentage of service revenue, or operating margin, increased to 7.5% from 5.4% for the respective periods. This increase in operating margin was due primarily to better management of our SG&A expenses during the period and lower restructuring charges.

Other Expense

We recorded net other expense of $2.6 million for the six months ended December 31, 2012 compared with net other expense of $2.2 million for the same period in 2011. The $0.4 million increase in net other expense was primarily driven by a $1.3 million decrease in miscellaneous income as a result of higher foreign currency exchange losses recorded during the six months ended December 31, 2012 compared with the six months ended December 31, 2011; offset in part by a $0.9 million reduction in interest expense, net of interest income. The lower interest expense was primarily due to lower average debt levels during the first quarter of Fiscal Year 2013 compared with the first quarter of Fiscal Year 2012.

Taxes

For the six months ended December 31, 2012 and 2011, we had effective income tax rates of 37.9% and 31.6%, respectively. The increase in the tax rate was primarily attributable to the limitation of certain compensation-related deductions, an increase in valuation allowances for net operating losses in Europe and the effect of a higher projected annual effective tax rate for Fiscal Year 2013 over that projected for Fiscal Year 2012. The higher effective tax rate mainly results from a projected increase in income that is subject to tax in the United States as compared to lower tax rate foreign jurisdictions. The increase in income subject to United States taxation is due in part to the expiration of the "look through" provisions of the tax code which were retroactively reinstated by legislation enacted in January 2013. The reinstatement will result in a reduction in our projected annual effective tax rate for Fiscal Year 2013 and the associated income tax expense. The benefit of the reduction in the annual effective tax rate will be included in our income tax expense for the third and fourth quarter of Fiscal Year 2013.

22

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations and growth with cash flow from operations, proceeds from the sale of equity securities, and credit facilities to fund business acquisitions, working capital and for other permitted purposes. Investing activities primarily reflect the costs of capital expenditures for property and equipment as well as the funding of business acquisitions and the purchases of marketable securities. As of December 31, 2012, we had cash and cash equivalents and marketable securities of approximately $296.5 million, of which the majority is held in foreign countries since excess cash generated in the U.S. is primarily used to repay our debt obligations. Foreign cash balances include unremitted foreign earnings, which are invested indefinitely outside of the U.S. Our cash and cash equivalents are held in deposit accounts and money market funds, which provide us with immediate and unlimited access to the funds. Repatriation of funds to the U.S. from non-U.S. entities may be subject to taxation or certain legal restrictions. Nevertheless, most of our cash resides in countries with little or no such legal restrictions.

DAYS SALES OUTSTANDING

Our operating cash flow is heavily influenced by changes in the levels of billed and unbilled receivables and deferred revenue. These account balances as well as days sales outstanding (“DSO”) in accounts receivable, net of deferred revenue, can vary based on contractual milestones and the timing and size of cash receipts. We calculate DSO by adding the end-of-period balances for billed and unbilled account receivables, net of deferred revenue (short-term and long-term) and the provision for losses on receivables, then dividing the resulting amount by the sum of total revenue plus investigator fees billed for the most recent quarter, and multiplying the resulting fraction by the number of days in the quarter. The following table presents the DSO, accounts receivable balances, and deferred revenue as of December 31, 2012 and June 30, 2012:

(in millions)	December 31, 2012		June 30, 2012
Billed accounts receivable, net	$	411.3	$	397.4
Unbilled accounts receivable, net	234.5		251.8
Total accounts receivable	645.8		649.2
Deferred revenue	390.7		359.7
Net receivables	$	255.1	$	289.5
DSO (in days)	41		49

The decrease in DSO for the three months ended December 31, 2012 compared with the three months ended June 30, 2012, was primarily due to ongoing improvements in billing and collections.

CASH FLOWS

Net cash provided by operating activities was $98.1 million for the six months ended December 31, 2012 compared with net cash provided by operating activities of $115.8 million for the six months ended December 31, 2011. The $17.7 million decrease in operating cash flows was primarily due to higher payments on accrual balances during the six months ended December 31, 2012, most notably payments made under our incentive compensation plan.

Net cash used in investing activities was $194.3 million for the six months ended December 31, 2012 compared with $48.2 million for the six months ended December 31, 2011. The increase in cash used in investing activities of $146.1 million was primarily due to $74.7 million in cash used to acquire Liquent, Inc., increased investments in marketable securities of $69.8 million and greater investments in property and equipment of $3.8 million.

Net cash provided by financing activities was $75.5 million for the six months ended December 31, 2012 compared with net cash used in financing activities of $1.2 million for the six months ended December 31, 2011. The $76.7 million increase in cash provided was primarily due to additional borrowings on new and existing facilities of $165.0 million to fund our acquisition of Liquent, Inc. and our share repurchases during the six months ended December 31, 2012.

23

LINES OF CREDIT

2012 Term Loan

On December 20, 2012, we entered into an unsecured term loan agreement (the “2012 Term Loan”) with BOA, which was initially guaranteed by certain of our subsidiaries, but which guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013.

The 2012 Term Loan consists of a term loan facility for $100.0 million, the full amount of which was advanced to us on December 21, 2012. All outstanding loans under the term loan facility mature on June 30, 2013 unless earlier payment is required under the terms of the loan agreement. Borrowings made under the 2012 Term Loan bear interest, at our option, at a base rate plus a margin (such margin not to exceed a per annum rate of 0.75%) based on a ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) for the previous 12 months (the “Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 1.75%) based on the Leverage Ratio. Loans outstanding under the 2012 Term Loan may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions of the term loan agreement. As of December 31, 2012, the 2012 Term Loan carried an annualized interest rate of 3.75%, which was calculated using the base rate plus a margin. In January 2013, we elected the LIBOR rate plus a margin option.

Our obligations under the 2012 Term Loan may be accelerated upon the occurrence of an event of default under the 2012 Term Loan, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties in the term loan agreement and cross defaults to material indebtedness (including the 2011 Credit Agreement (defined below).

On January 22, 2013, we entered into additional short term unsecured term loan agreements with each of HSBC Bank USA, National Association, TD Bank, N.A., and U.S. Bank National Association, each in the amount of $25.0 million (collectively, the “Facilities”). The key terms of the Facilities are substantially the same as the 2012 Term Loan, including the maturity dates on June 30, 2013 unless earlier payment is required under the terms of each respective loan agreement, except that there are no guaranties provided by any of our subsidiaries. The $75.0 million aggregate proceeds were used to partially pay down balances owed under the 2012 Term Loan, and in connection with such payment, BoA released our subsidiaries from their guaranty obligations under the 2012 Term Loan.

2011 Credit Agreement

On June 30, 2011, we entered into an unsecured senior credit facility (the “2011 Credit Agreement”) providing for a five-year term loan of $100.0 million and a five year revolving credit facility in the principal amount of up to $300.0 million. The borrowings all carry a variable interest rate based on LIBOR, prime, or a similar index, plus a margin (margin not to exceed a per annum rate of 1.75%).

Loans outstanding under the 2011 Credit Agreement may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any. The 2011 Credit Agreement terminates and any outstanding loans under it mature on June 30, 2016. Repayment of the principal borrowed under the revolving credit facility (other than a swingline loan) is due on June 30, 2016. Repayment of principal borrowed under the term loan facility is due in equal quarterly installments for the amounts due in annual periods that coincide with our fiscal year end date of June 30. Specifically, 5%, 10%, 20%, and 60% of principal borrowed must be repaid during our fiscal years ended 2013, 2014, 2015, and 2016, respectively. The final payment of all amounts outstanding, plus accrued interest, is due on June 30, 2016.

We agreed to pay a commitment fee on the revolving loan commitment calculated as a percentage of the unused amount of the revolving loan commitments at a per annum rate of up to 0.4%. We also paid various customary fees to secure this arrangement, which are being amortized using the effective interest method over the life of the debt.

Our obligations under the 2011 Credit Agreement may be accelerated upon the occurrence of an event of default under the 2011 Credit Agreement, which include customary events of default, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to material indebtedness, defaults relating to such matters as ERISA and judgments, and a change of control default. The 2011 Credit Agreement contains negative covenants applicable to us and our subsidiaries, including financial covenants requiring us to comply with maximum leverage ratios and minimum interest coverage ratios, as well as restrictions on liens, investments, indebtedness, fundamental changes, acquisitions, dispositions of property, making specified restricted payments (including stock repurchases exceeding an agreed to percentage of consolidated net income), and transactions with affiliates. As of December 31, 2012, we were in compliance with all covenants under the 2011 Credit Agreement.

As of December 31, 2012, we had $192.5 million of principal borrowed under the revolving credit facility, $92.5 million of principal borrowed under the term loan, and borrowing availability of $107.5 million under the revolving credit facility.

In September 2011, we entered into a new interest rate swap and an interest rate cap agreement. These interest rate hedges were deemed to be fully effective in accordance with ASC 815, “Derivatives and Hedging,” and, as such, unrealized gains and losses related to these derivatives are recorded as other comprehensive income. Principal in the amount of $100.0 million under the

24

2011 Credit Agreement has been hedged with an interest rate swap agreement and carries a fixed interest rate of 1.3% plus an applicable margin. Principal in the amount of $50.0 million has been hedged with an interest rate cap arrangement with an interest rate cap of 2.0% plus an applicable margin. As of December 31, 2012, our debt under the 2011 Credit Agreement, including the $100.0 million of principal hedged with an interest swap agreement, carried an average annualized interest rate of 1.9%.

Additional Lines of Credit

We have an unsecured line of credit with JP Morgan UK in the amount of $4.5 million that bears interest at an annual rate ranging between 2% and 4%. We entered into this line of credit to facilitate business transactions. At December 31, 2012, we had $4.5 million available under this line of credit.

We have a cash pool facility with RBS Nederland, NV in the amount of 5.0 million Euros that bears interest at an annual rate ranging between 1.0% and 2.0%. We entered into this line of credit to facilitate business transactions. At December 31, 2012, we had 5.0 million Euros available under this line of credit.

We have a cash pooling arrangement with RBS Nederland, NV. Pooling occurs when debit balances are offset against credit balances and the overall net position is used as a basis by the bank for calculating the overall pool interest amount. Each legal entity owned by us and party to this arrangement remains the owner of either a credit (deposit) or a debit (overdraft) balance. Therefore, interest income is earned by legal entities with credit balances, while interest expense is charged to legal entities with debit balances. Based on the pool’s aggregate balance, the bank then (1) recalculates the overall interest to be charged or earned, (2) compares this amount with the sum of previously charged/earned interest amounts per account and (3) additionally pays/charges the difference. The gross overdraft balance related to this pooling arrangement was $69.2 million and $63.4 million at December 31, 2012 and June 30, 2012, respectively, and was included in cash and cash equivalents.

COMMITMENTS, CONTINGENCIES AND GUARANTEES

As of December 31, 2012, we had approximately $44.9 million in purchase obligations with various vendors for the purchase of computer software and other services over the next five years.

The 2011 Credit Agreement is guaranteed by certain of our U.S. subsidiaries. The 2012 Term Loan with BOA was initially guaranteed by certain of our subsidiaries, but those guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013.

We have letter-of-credit agreements with banks totaling approximately $9.0 million guaranteeing performance under various operating leases and vendor agreements.

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, either individually or in the aggregate, have a material impact on our consolidated financial position, results of operations, or liquidity.

FINANCING NEEDS

Our primary cash needs are for operating expenses (such as salaries and fringe benefits, hiring and recruiting, business development and facilities), business acquisitions, capital expenditures, and repayment of principal and interest on our borrowings. In August 2012, we also announced a Board of Directors approved share repurchase program authorizing the repurchase of up to $200 million of our common stock. The program does not obligate us to acquire any particular amount of common stock, and it can be modified, extended, suspended or discontinued at any time. Additionally, in September 2012, as part of the share repurchase program, we entered into a $50 million accelerated share repurchase agreement (the “Agreement”). Pursuant to the Agreement, we paid $50 million to JPMorgan and received 1,328,462 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $30.11 per share, which was the closing price of the common stock on September 17, 2012. At Agreement maturity, in approximately five to six months after the date we entered into the Agreement, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the Agreement. During six months ended December 31, 2012, we also purchased 1,613,388 shares in the open market under a $50 million open market share repurchase plan, which was completed in December 2012. As of December 31, 2012, approximately $100.0 million remained available under the share repurchase program for the purchase of additional shares. We are currently planning the next phase of activity under our share repurchase program.

In December 2012, we acquired Liquent, Inc. for $74.7 million. The purchase price was funded through the 2012 Term Loan.

Our requirements for cash to pay principal and interest on our borrowings will increase significantly in future periods because we borrowed $245 million in our fiscal year ended June 30, 2011 ("Fiscal Year 2011") under the 2011 Credit Agreement to

25

refinance prior debt facilities and to provide working capital. We further increased our borrowings under the 2011 Credit Facility to fund the $50 million accelerated share repurchase agreement. Our primary committed external source of funds is the 2011 Credit Agreement, described above. Our principal source of cash is from the performance of services under contracts with our clients. If we are unable to generate new contracts with existing and new clients or if the level of contract cancellations increases, our revenue and cash flow would be adversely affected (see Part II, Item 1A “Risk Factors” for further detail). Absent a material adverse change in the level of our new business bookings or contract cancellations, we believe that our existing capital resources together with cash flow from operations and borrowing capacity under existing lines of credit will be sufficient to meet our foreseeable cash needs over the next twelve months and on a longer term basis. Depending upon our revenue and cash flow from operations, it is possible that we will require external funds to repay amounts outstanding under our 2011 Credit Agreement upon its maturity in 2016.

We expect to continue to acquire businesses that enhance our service and product offerings, expand our therapeutic expertise, and/or increase our global presence. Depending on their size, any future acquisitions may require additional external financing, and we may from time to time seek to obtain funds from public or private issuances of equity or debt securities. We may be unable to secure such financing at all or on terms acceptable to us, as a result of our outstanding borrowings, including our outstanding borrowings under the 2011 Credit Agreement.

Under the terms of the 2011 Credit Agreement, interest rates are fixed based on market indices at the time of borrowing and, depending upon the interest mechanism selected by us, may float thereafter. As a result, the amount of interest payable by us on our borrowings may increase if market interest rates change. However, we expect to mitigate the risk of increasing market interest rates with our hedging programs described below under Part I. Item 3 “Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rates and Interest Rates.”

We made capital expenditures of approximately $31.4 million during the six months ended December 31, 2012, primarily for computer software (including internally developed software), hardware, and leasehold improvements. We expect capital expenditures to total approximately $75 to $80 million in Fiscal Year 2013, primarily for computer software and hardware and leasehold improvements.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our investors.

RESTRUCTURING PLANS

In April 2011, we adopted the 2011 Restructuring Plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies. The plan focused primarily on the Early Phase business and corporate functions and was completed in the third quarter of Fiscal Year 2012. The total cost of the 2011 Restructuring Plan was approximately $15.4 million and included the elimination of approximately 150 managerial and staff positions. We substantially completed our restructuring activities under this plan in the third quarter of Fiscal Year 2012.

INFLATION

We believe the effects of inflation generally do not have a material adverse impact on our operations or financial condition.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 to our consolidated financial statements included in this quarterly report on Form 10-Q for more information on recently issued accounting standards.

26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates, and other relevant market rates or price changes. In the ordinary course of business, we are exposed to market risk resulting from changes in foreign currency exchange rates and interest rates, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the costs and availability of appropriate financial instruments.

FOREIGN CURRENCY EXCHANGE RATES AND INTEREST RATES

We derived approximately 54.2% of our consolidated service revenue for the six months ended December 31, 2012 and 60.8% of our consolidated service revenue for the six months ended December 31, 2011 from operations outside of the United States. In addition, 15.7% was denominated in Euros and 12.9% was denominated in pounds sterling for the six months ended December 31, 2012 while 22.5% was denominated in Euros and 11.7% was denominated in pounds sterling for the six months ended December 31, 2011. We have no significant operations in countries in which the economy is considered to be highly inflationary. Our financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between foreign currencies and the U.S. dollar will affect the translation of financial results into U.S. dollars for purposes of reporting our consolidated financial results.

It is our policy to mitigate the risks associated with fluctuations in foreign exchange rates and in market rates of interest. Accordingly, we have instituted foreign currency hedging programs and an interest rate swap/cap program. See Note 11 to our consolidated financial statements included in this quarterly report on Form 10-Q for more information on our hedging programs and interest rate swap program. Our foreign currency hedging program was expanded in the first quarter of our Fiscal Year 2013 in order to reduce the impact of foreign exchange rate risk on our gross margin.

As of December 31, 2012, the programs with derivatives designated as hedging instruments under ASC 815 were deemed effective and the notional values of the derivatives were approximately $270.3 million, including interest rate swap and interest rate cap agreements with a total notional value of $150 million executed in connection with the borrowings under our 2011 Credit Agreement. Under certain circumstances, such as the occurrence of significant differences between actual cash receipts and forecasted cash receipts, the ASC 815 programs could be deemed ineffective. In that event, the unrealized gains and losses related to these derivatives, which are currently reported in accumulated other comprehensive income, would be recognized in earnings. As of December 31, 2012, the estimated amount that could be recognized in earnings was a loss of approximately $1.6 million, net of tax.

As of December 31, 2012, the notional value of derivatives that were not designated as hedging instruments under ASC 815 was approximately $116.2 million.

During the six months ended December 31, 2012, we recorded foreign currency exchange losses of $0.8 million compared to foreign exchange gains of $2.7 million during the same period in 2011. We also have exposure to additional foreign currency exchange rate risk as it relates to assets and liabilities that are not part of the economic hedge or designated hedging programs, but quantification of this risk is difficult to assess at any given point in time.

Our exposure to changes in interest rates relates primarily to the amount of our short-term and long-term debt. Short-term debt was $107.4 million at December 31, 2012 and $5.0 million at June 30, 2012. Long-term debt was $274.5 million at December 31, 2012 and $211.8 million at June 30, 2012. Based on average short-term and long-term debt for the six months ended December 31, 2012, an increase in the average interest rate of 100 basis points would decrease our pre-tax earnings and cash flows by approximately $2.0 million on an annual basis.

MARKETABLE SECURITIES

During the six months ended December 31, 2012, we purchased marketable securities in the form of foreign government treasury certificates that are actively traded. We expect to hold these securities to maturity and they are recorded at amortized cost, which is not materially different than fair value. As of December 31, 2012, the value of these marketable securities was $92.4 million. Since the counterparty is a stable sovereign and due to the relatively short terms of maturity (less than one year), we do not believe that these investments are at high risk of default. Nevertheless, these investments are still at risk for changes in market rates and prices.

27

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2012, our chief executive officer and chief financial officer concluded that, as of such date, PAREXEL’s disclosure controls and procedures were effective at the reasonable assurance level.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

28

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, have a material impact on our consolidated financial position, results of operations, or liquidity.

ITEM 1A. RISK FACTORS

In addition to other information in this report, the following risk factors should be considered carefully in evaluating our company and our business. These important factors could cause our actual results to differ materially from those indicated by forward-looking statements made in this report, including in the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other forward-looking statements that we may make from time to time. If any of the following risks occur, our business, financial condition, or results of operations would likely suffer.

The following discussion includes 11 amendments to the risk factors included in the 2012 10-K:

• “We face risks arising from the restructuring of our operations;”

• “Our business is subject to international economic, political, and other risks that could negatively affect our results of operations or financial position;”

• “Our operating results have fluctuated between quarters and years and may continue to fluctuate in the future, which could affect the price of our common stock;”

• “Backlog may not result in revenue and the rate at which backlog converts into revenue may be slower than historical conversion rates;”

• “Our revenue and earnings are exposed to exchange rate fluctuations, which has substantially affected our operating results;”

• “Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets;”

• “Our business has experienced substantial expansion in the past and such expansion and any future expansion could strain our resources if not properly managed;”

• "Because we depend on a small number of industries and clients for all of our business, the loss of business from a significant client could harm our business, revenue and financial condition;"

• "Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and delays in completing our internal controls and financial audits, could have a material adverse effect on our business and stock price;"

• “Our indebtedness may limit cash flow available to invest in the ongoing needs of our business;” and

• “Our stock price has been, and may in the future be volatile, which could lead to losses by investors.”

Additional risks not currently known to us or other factors not perceived by us to present significant risk to our business at this time also may impair our business operations.

Risks Associated with our Business and Operations

The loss, modification, or delay of large or multiple contracts may negatively impact our financial performance.

Our clients generally can terminate their contracts with us upon 30 to 60 days notice or can delay the execution of services. The loss or delay of a large contract or the loss or delay of multiple contracts could adversely affect our operating results, possibly materially. We have in the past experienced large contract cancellations and delays, which have adversely affected our operating results.

Clients may terminate or delay their contracts for a variety of reasons, including:

• failure of products being tested to satisfy safety requirements;

• failure of products being tested to satisfy efficacy criteria;

• products having unexpected or undesired clinical results;

• client cost reductions as a result of budgetary limits or changing priorities;

29

• client decisions to forego a particular study, perhaps for economic reasons;

• merger or potential merger related activities involving the client;

• insufficient patient enrollment in a study;

• insufficient investigator recruitment;

• clinical drug manufacturing problems resulting in shortages of the product;

• product withdrawal following market launch; and

• shut down of manufacturing facilities.

The current economic environment may negatively impact our financial performance as a result of client defaults and other factors.

Our ability to attract and retain clients, invest in and grow our business and meet our financial obligations depends on our operating and financial performance, which, in turn, is subject to numerous factors. In addition to factors specific to our business, prevailing economic conditions and financial, business and other factors beyond our control can also affect us, including, but not limited to, the current sovereign debt crisis concerning certain European countries, including Greece, Italy, Ireland, Portugal, and Spain and related financial restructuring efforts. The world has recently experienced a global macroeconomic downturn, and if global economic and market conditions, or economic conditions in Europe, the United States or other key markets, remain uncertain, persist, or deteriorate further, demand for our services could decline, and we may experience material adverse impacts on our business, operating results, and financial condition. We cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

We are exposed to risks associated with reduced profitability and the potential financial instability of our clients, many of whom may be adversely affected by volatile conditions in the financial markets, the economy in general and disruptions to the demand for health care services and pharmaceuticals. These conditions could cause clients to experience reduced profitability and/or cash flow problems that could lead them to modify, delay or cancel contracts with us, including contracts included in our current backlog.

Some of our clients are not revenue-generating entities at this time and rely upon equity and debt investments and other external sources of capital to meet their cash requirements. Due to the poor condition of the current global economy and other factors outside of our control, these clients may lack the funds necessary to pay outstanding liabilities due to us, despite contractual obligations. For example, in the second quarter of our fiscal year ended June 30, 2009 ("Fiscal Year 2009"), one of our biopharma clients informed us that it had encountered funding difficulties when one of its major investors defaulted on a contractual investment commitment, and that, as a result, the client would be unable to make payments due to us in connection with an on-going service contract for a large Phase III clinical trial. Consequently, we recorded approximately $14.0 million in reserves related to this late-stage trial, including $12.3 million in bad debt reserves. In Fiscal Year 2012, we recovered $2.3 million of proceeds from the final bankruptcy settlement. It is possible that similar situations could arise in the future, and such defaults could negatively affect our financial performance, possibly materially.

We face risks arising from the restructuring of our operations.

In October 2009, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies. During our fiscal year ended June 30, 2010 ("Fiscal Year 2010"), we recorded $16.8 million in restructuring charges related to this plan, including approximately $11.6 million in employee separation benefits associated with the elimination of 238 managerial and staff positions and $5.2 million in costs related to the abandonment of certain property leases.

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies. The plan focused primarily on the Early Phase business and corporate functions and was completed in the third quarter of Fiscal Year 2012. The total cost of the plan was approximately $15.4 million and included the elimination of approximately 150 managerial and staff positions and the abandonment of certain property leases.

Although we believe that all costs associated with these restructuring plans have been recorded as of December 31, 2012, if we incur additional restructuring charges, our financial condition and results of operations may be adversely impacted.

Restructuring also presents significant potential risks of consequences that could adversely affect us, including a decrease in employee morale, the failure to achieve targeted cost savings and the failure to meet operational targets and customer requirements due to the loss of employees and any work stoppages that might occur.

30

The fixed price nature of our contracts could hurt our operating results.

Approximately 90% of our contracts are fixed price. If we fail to accurately price our contracts, or if we experience significant cost overruns that are not recovered from our clients, our gross margins on the contracts would be reduced and we could lose money on contracts. In the past, we have had to commit unanticipated resources to complete projects, resulting in lower gross margins on those projects. We might experience similar situations in the future.

If we are unable to attract suitable investigators and volunteers for our clinical trials, our clinical development business might suffer.

The clinical research studies we run in our CRS segment rely upon the ready accessibility and willing participation of physician investigators and volunteer subjects. Investigators are typically located at hospitals, clinics or other sites and supervise administration of the study drug to patients during the course of a clinical trial. Volunteer subjects generally include people from the communities in which the studies are conducted, and the rate of completion of clinical trials is significantly dependent upon the rate of participant enrollment.

Our clinical research development business could be adversely affected if we were unable to attract suitable and willing investigators or volunteers on a consistent basis. If we are unable to obtain sufficient patient enrollment or investigators to conduct clinical trials as planned, we might need to expend substantial additional funds to obtain access to resources or else be compelled to delay or modify our plans significantly. These considerations might result in our being unable to successfully achieve projected development timelines as agreed with sponsors. In rare cases, it potentially may even lead us to recommend that trial sponsors terminate ongoing clinical trials or development of a product for a particular indication.

If our Perceptive business is unable to maintain continuous, effective, reliable and secure operation of its computer hardware, software and internet applications and related tools and functions, its business will be harmed.

Our Perceptive business involves collecting, managing, manipulating and analyzing large amounts of data, and communicating data via the Internet. In our Perceptive business, we depend on the continuous, effective, reliable and secure operation of computer hardware, software, networks, telecommunication networks, Internet servers and related infrastructure. If the hardware or software malfunctions or access to data by internal research personnel or customers through the Internet is interrupted, our Perceptive business could suffer. In addition, any sustained disruption in Internet access provided by third parties could adversely impact our Perceptive business.

Although the computer and communications hardware used in our Perceptive business is protected through physical and software safeguards, it is still vulnerable to fire, storm, flood, power loss, earthquakes, telecommunications failures, physical or software break-ins, and similar events. And while certain of our operations have appropriate disaster recovery plans in place, we currently do not have redundant facilities everywhere in the world to provide IT capacity in the event of a system failure. In addition, the Perceptive software products are complex and sophisticated, and could contain data, design or software errors that could be difficult to detect and correct. If Perceptive fails to maintain and further develop the necessary computer capacity and data to support the needs of our Perceptive customers, it could result in a loss of or a delay in revenue and market acceptance. Additionally, significant delays in the planned delivery of system enhancements or inadequate performance of the systems once they are completed could damage our reputation and harm our business.

Finally, long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and acts of terrorism (particularly in areas where we have offices) could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

Our business is subject to international economic, political, and other risks that could negatively affect our results of operations or financial position.

We provide most of our services on a worldwide basis. Our service revenue from non-U.S. operations represented approximately 54.2% and 60.8% of total consolidated service revenue for six month ended December 31, 2012 and 2011, respectively. More specifically, our service revenue from operations in Europe, Middle East and Africa represented 35.3% and 41.4% of total consolidated service revenue for the corresponding periods. Our service revenue from operations in the Asia/Pacific region represented 14.8% and 15.6% of total consolidated service revenue for the corresponding periods. Accordingly, our business is subject to risks associated with doing business internationally, including:

• changes in a specific country’s or region’s political or economic conditions, including Western Europe, in particular;

• potential negative consequences from changes in tax laws affecting our ability to repatriate profits;

• difficulty in staffing and managing widespread operations;

• unfavorable labor regulations applicable to our European or other international operations;

• changes in foreign currency exchange rates; and

31

• the need to ensure compliance with the numerous regulatory and legal requirements applicable to our business in each of these jurisdictions and to maintain an effective compliance program to ensure compliance.

Our operating results are impacted by the health of the North American, European and Asian economies, among others. Our business and financial performance may be adversely affected by current and future economic conditions that cause a decline in business and consumer spending, including a reduction in the availability of credit, rising interest rates, financial market volatility and recession.

If we cannot retain our highly qualified management and technical personnel, our business would be harmed.

We rely on the expertise of our Chairman and Chief Executive Officer, Josef H. von Rickenbach, and our President and Chief Operating Officer, Mark A. Goldberg, and it would be difficult and expensive to find qualified replacements with the level of specialized knowledge of our products and services and the biopharmaceutical services industry. While we are a party to an employment agreement with Mr. von Rickenbach, it may be terminated by either party upon notice to the counterparty.

In addition, in order to compete effectively, we must attract and retain qualified sales, professional, scientific, and technical operating personnel. Competition for these skilled personnel, particularly those with a medical degree, a Ph.D. or equivalent degrees, is intense. We may not be successful in attracting or retaining key personnel.

Changes to our computer operating systems, programs or software could adversely impact our business.

We may make changes to our existing computer operating systems, programs and/or software in an effort to increase our operating efficiency and/or deliver better value to our clients. Such changes may cause disruptions to our operations and have an adverse impact on our business in the short term.

Risks Associated with our Financial Results

Our operating results have fluctuated between quarters and years and may continue to fluctuate in the future, which could affect the price of our common stock.

Our quarterly and annual operating results have varied and will continue to vary in the future as a result of a variety of factors. For example, our income from operations totaled $31.4 million for the fiscal quarter ended December 31, 2012, $29.8 million for the fiscal quarter ended September 30, 2012, $25.5 million for the fiscal quarter ended June 30, 2012, $28.2 million for the fiscal quarter ended March 31, 2012, and $22.6 million for the fiscal quarter ended December 31, 2011. Factors that cause these variations include:

• the level of new business authorizations in particular quarters or years;

• the timing of the initiation, progress, or cancellation of significant projects;

• exchange rate fluctuations between quarters or years;

• restructuring charges;

• the mix of services offered in a particular quarter or year;

• the timing of the opening of new offices or internal expansion;

• timing, costs and the related financial impact of acquisitions;

• the timing and amount of costs associated with integrating acquisitions;

• the timing and amount of startup costs incurred in connection with the introduction of new products, services or subsidiaries;

• the dollar amount of changes in contract scope finalized during a particular period; and

• the amount of any reserves we are required to record.

Many of these factors, such as the timing of cancellations of significant projects and exchange rate fluctuations between quarters or years, are beyond our control.

If our operating results do not match the expectations of securities analysts and investors, the trading price of our common stock will likely decrease.

Backlog may not result in revenue and the rate at which backlog converts into revenue may be slower than historical conversion rates.

Our backlog is not necessarily a meaningful predictor of future results because backlog can be affected by a number of factors, including the size and duration of contracts, many of which are performed over several years. Additionally, as described above, contracts relating to our clinical development business are subject to early termination by the client, and clinical trials can be delayed or canceled for many reasons, including unexpected test results, safety concerns, regulatory developments or economic

32

issues. Also, the scope of a contract can be reduced significantly during the course of a study. If the scope of a contract is revised, the adjustment to backlog occurs when the revised scope is approved by the client. For these and other reasons, we do not fully realize our entire backlog as service revenue.

In addition, the rate at which our backlog converts into revenue may vary. A slowdown in this conversion rate means that the rate of revenue recognized on contract awards may be less than what we have experienced in the past, particularly in connection with the ramp-up and initiation of strategic partnerships, which could impact our net revenue and results of operations on a quarterly and annual basis. The rate of conversion of backlog from strategic partnerships into revenue in the recent past has been slower than that experienced historically from traditional client contracts.

Our revenue and earnings are exposed to exchange rate fluctuations, which has substantially affected our operating results.

We conduct a significant portion of our operations in foreign countries. Because our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates could have and have had a significant effect on our operating results. For example, as a result of year-over-year foreign currency exchange rate fluctuation, service revenue for the six months ended December 31, 2012 was negatively impacted by approximately $10.3 million as compared with the same period in the previous year. Exchange rate fluctuations between local currencies and the U.S. dollar create risk in several ways, including:

• Foreign Currency Translation Risk. The revenue and expenses of our foreign operations are generally denominated in local currencies, primarily the pound sterling and the Euro, and are translated into U.S. dollars for financial reporting purposes. For six months ended December 31, 2012 and 2011, approximately 15.7% and 22.5% of consolidated service revenue, respectively, was from contracts denominated in Euros and service revenue from contracts denominated in pounds sterling was 12.9% and 11.7%, respectively. Accordingly, changes in exchange rates between foreign currencies and the U.S. dollar will affect the translation of foreign results into U.S. dollars for purposes of reporting our consolidated results.

• Foreign Currency Transaction Risk. We may be subjected to foreign currency transaction risk when our foreign subsidiaries enter into contracts or incur liabilities denominated in a currency other than the foreign subsidiary's functional (local) currency. To the extent that we are unable to shift the effects of currency fluctuations to our clients, foreign exchange rate fluctuations as a result of foreign currency exchange losses could have a material adverse effect on our results of operations.

Although we try to limit these risks through the inclusion of exchange rate fluctuation provisions stated in our service contracts or by hedging transaction risk with foreign currency exchange contracts, we do not succeed in all cases. Even in those cases where we are successful, we may still experience fluctuations in financial results from our operations outside of the U.S., and we may not be able to favorably reduce the currency transaction risk associated with our service contracts.

Our effective income tax rate may fluctuate from quarter to quarter, which may affect our earnings and earnings per share.

Our quarterly effective income tax rate is influenced by our annual projected profitability in the various taxing jurisdictions in which we operate. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate, which in turn could have a material adverse effect on our net income and earnings per share. Factors that affect the effective income tax rate include, but are not limited to:

• the requirement to exclude from our quarterly worldwide effective income tax calculations losses in jurisdictions where no tax benefit can be recognized;

• actual and projected full year pretax income;

• changes in tax laws in various taxing jurisdictions;

• audits by taxing authorities; and

• the establishment of valuation allowances against deferred tax assets if it is determined that it is more likely than not that future tax benefits will not be realized.

These changes may cause fluctuations in our effective income tax rate that could cause fluctuation in our earnings and earnings per share, which could affect our stock price.

Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

As of December 31, 2012, our total assets included $407.0 million of goodwill and net intangible assets. We assess the realizability of our indefinite-lived intangible assets and goodwill annually as well as whenever events or changes in circumstances indicate that these assets may be impaired. These events or changes in circumstances generally include operating losses or a significant decline in earnings associated with the acquired business or asset. Our ability to realize the value of the goodwill and indefinite-lived intangible assets will depend on the future cash flows of these businesses. These cash flows in turn depend in part on how well we have integrated these businesses. If we are not able to realize the value of the goodwill and indefinite-lived intangible assets, we may be required to incur material charges relating to the impairment of those assets.

33

Our business has experienced substantial expansion in the past and such expansion and any future expansion could strain our resources if not properly managed.

We have expanded our business substantially in the past. Future rapid expansion could strain our operational, human and financial resources. In order to manage expansion, we must:

• continue to improve operating, administrative, and information systems;

• accurately predict future personnel and resource needs to meet client contract commitments;

• track the progress of ongoing client projects; and

• attract and retain qualified management, sales, professional, scientific and technical operating personnel.

If we do not take these actions and are not able to manage the expanded business, the expanded business may be less successful than anticipated, and we may be required to allocate additional resources to the expanded business, which we would have otherwise allocated to another part of our business.

If we are unable to successfully integrate an acquired company, the acquisition could lead to disruptions to our business. For example, in December 2012, we completed the acquisition of Liquent, a leading regulatory information management organization, for a purchase price of approximately $74.7 million. The success of an acquisition will depend upon, among other things, our ability to:

• assimilate the operations and services or products of the acquired company;

• integrate acquired personnel;

• retain and motivate key employees;

• retain customers;

• identify and manage risks facing the acquired company; and

• minimize the diversion of management’s attention from other business concerns.

Acquisitions of foreign companies may also involve additional risks, including assimilating differences in foreign business practices and overcoming language and cultural barriers.

In the event that the operations of an acquired business do not meet our performance expectations, we may have to restructure the acquired business or write-off the value of some or all of the assets of the acquired business.

Risks Associated with our Industry

We depend on the pharmaceutical and biotechnology industries, either or both of which may suffer in the short or long term.

Our revenues depend greatly on the expenditures made by the pharmaceutical and biotechnology industries in research and development. In some instances, companies in these industries are reliant on their ability to raise capital in order to fund their research and development projects. Accordingly, economic factors and industry trends that affect our clients in these industries also affect our business. If companies in these industries were to reduce the number of research and development projects they conduct or outsource, our business could be materially adversely affected.

In addition, we are dependent upon the ability and willingness of pharmaceutical and biotechnology companies to continue to spend on research and development and to outsource the services that we provide. We are therefore subject to risks, uncertainties and trends that affect companies in these industries. We have benefited to date from the tendency of pharmaceutical and biotechnology companies to outsource clinical research projects, but any downturn in these industries or reduction in spending or outsourcing could adversely affect our business. For example, if these companies expanded upon their in-house clinical or development capabilities, they would be less likely to utilize our services.

Because we depend on a small number of industries and clients for all of our business, the loss of business from a significant client could harm our business, revenue and financial condition.

The loss of, or a material reduction in the business of, a significant client could cause a substantial decrease in our revenue and adversely affect our business and financial condition, possibly materially. In Fiscal Years 2012, 2011, and 2010, our five largest clients accounted for approximately 41%, 35%, and 27% of our consolidated service revenue, respectively. For the six months ended December 31, 2012, our five largest clients accounted for approximately 49% of our consolidated service revenue. We expect that a small number of clients will continue to represent a significant part of our consolidated revenue. This concentration may increase as a result of the increasing number of strategic partnerships into which we have been entering with sponsors. Our contracts with these clients generally can be terminated on short notice. We have in the past experienced contract cancellations with significant clients.

34

In addition, the portion of our backlog that consists of large, multi-year awards from strategic partnerships has grown in recent years and this trend may continue in the future. A higher concentration of backlog from strategic partnerships may result in an imbalance across our project portfolio among projects in the start-up phase, which typically generate lower revenue, and projects in later stages, which typically generate higher revenue. This in turn may cause fluctuations in our revenue and profitability from period to period.

We face intense competition in many areas of our business; if we do not compete effectively, our business will be harmed.

The biopharmaceutical services industry is highly competitive and we face numerous competitors in many areas of our business. If we fail to compete effectively, we may lose clients, which would cause our business to suffer.

We primarily compete against in-house departments of pharmaceutical companies, other full service clinical research organizations (“CROs”), small specialty CROs, and, to a lesser extent, universities, teaching hospitals, and other site organizations. Some of the larger CROs against which we compete include Quintiles Transnational Corporation, Covance, Inc., Pharmaceutical Product Development Inc., and Icon plc. In addition, our PCMS business competes with a large and fragmented group of specialty service providers, including advertising/promotional companies, major consulting firms with pharmaceutical industry groups and smaller companies with pharmaceutical industry focus. Perceptive competes primarily with CROs, information technology companies and other software companies. Some of these competitors, including the in-house departments of pharmaceutical companies, have greater capital, technical and other resources than we have. In addition, our competitors that are smaller specialized companies may compete effectively against us because of their concentrated size and focus.

In recent years, a number of the large pharmaceutical companies have established formal or informal alliances with one or more CROs relating to the provision of services for multiple trials over extended time periods. Our success depends in part on successfully establishing and maintaining these relationships. If we fail to do so, our revenue and results of operations could be adversely affected, possibly materially.

If we do not keep pace with rapid technological changes, our products and services may become less competitive or obsolete, especially in our Perceptive business.

The biotechnology, pharmaceutical and medical device industries generally, and clinical research specifically, are subject to increasingly rapid technological changes. Our competitors or others might develop technologies, products or services that are more effective or commercially attractive than our current or future technologies, products or services, or render our technologies, products or services less competitive or obsolete. If our competitors introduce superior technologies, products or services and we cannot make enhancements to our technologies, products and services necessary to remain competitive, our competitive position would be harmed. If we are unable to compete successfully, we may lose clients or be unable to attract new clients, which could lead to a decrease in our revenue.

Risks Associated with Regulation or Legal Liabilities

If governmental regulation of the drug, medical device and biotechnology industry changes, the need for our services could decrease.

Governmental regulation of the drug, medical device and biotechnology product development process is complicated, extensive, and demanding. A large part of our business involves assisting pharmaceutical, biotechnology and medical device companies through the regulatory approval process. Changes in regulations that, for example, streamline procedures or relax approval standards, could eliminate or reduce the need for our services. If companies regulated by the United States Food and Drug Administration (the “FDA”) or similar foreign regulatory authorities needed fewer of our services, we would have fewer business opportunities and our revenues would decrease, possibly materially.

In the United States, the FDA and the Congress have attempted to streamline the regulatory process by providing for industry user fees that fund the hiring of additional reviewers and better management of the regulatory review process. In Europe, governmental authorities have approved common standards for clinical testing of new drugs throughout the European Union by adopting standards for Good Clinical Practices (“GCP”) and by making the clinical trial application and approval process more uniform across member states. The FDA has had GCP in place as a regulatory standard and requirement for new drug approval for many years and Japan adopted GCP in 1998.

The United States, Europe and Japan have also collaborated for over 15 years on the International Conference on Harmonisation (“ICH”), the purpose of which is to eliminate duplicative or conflicting regulations in the three regions. The ICH partners have agreed upon a common format (the Common Technical Document) for new drug marketing applications that reduces the need to tailor the format to each region. Such efforts and similar efforts in the future that streamline the regulatory process may reduce the demand for our services.

Parts of our PCMS business advise clients on how to satisfy regulatory standards for manufacturing and clinical processes and on other matters related to the enforcement of government regulations by the FDA and other regulatory bodies. Any reduction

35

in levels of review of manufacturing or clinical processes or levels of regulatory enforcement, generally, would result in fewer business opportunities for our business in this area.

If we fail to comply with existing regulations, our reputation and operating results would be harmed.

Our business is subject to numerous governmental regulations, primarily relating to worldwide pharmaceutical and medical device product development and regulatory approval and the conduct of clinical trials. In addition, we may be obligated to comply with or to assist our clients in complying with regulations that apply to our clients, including the Physician Payment Sunshine Act, which will require manufacturers and group purchasing organizations to report all payments or transfers of value to health care providers and teaching hospitals. If we fail to comply with these governmental regulations, such non-compliance could result in the termination of our ongoing research, development or sales and marketing projects, or the disqualification of data for submission to regulatory authorities. We also could be barred from providing clinical trial services in the future or could be subjected to fines. Any of these consequences would harm our reputation, our prospects for future work and our operating results. In addition, we may have to repeat research or redo trials. If we are required to repeat research or redo trials, we may be contractually required to do so at no further cost to our clients, but at substantial cost to us.

We may lose business opportunities as a result of healthcare reform and the expansion of managed-care organizations.

Numerous governments, including the U.S. government, have undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and drug companies. In March 2010, the United States Congress enacted healthcare reform legislation intended over time to expand health insurance coverage and impose health industry cost containment measures. This legislation may significantly impact the pharmaceutical industry. The U.S. Congress has also considered and may adopt legislation that could have the effect of putting downward pressure on the prices that pharmaceutical and biotechnology companies can charge for prescription drugs. In addition, various state legislatures and European and Asian governments may consider various types of healthcare reform in order to control growing healthcare costs. We are presently uncertain as to the effects of the recently enacted legislation on our business and are unable to predict what legislative proposals will be adopted in the future, if any.

If these efforts are successful, drug, medical device and biotechnology companies may react by spending less on research and development. If this were to occur, we would have fewer business opportunities and our revenue could decrease, possibly materially. In addition, new laws or regulations may create a risk of liability, increase our costs or limit our service offerings.

In addition to healthcare reform proposals, the expansion of managed-care organizations in the healthcare market and managed-care organizations’ efforts to cut costs by limiting expenditures on pharmaceuticals and medical devices could result in pharmaceutical, biotechnology and medical device companies spending less on research and development. If this were to occur, we would have fewer business opportunities and our revenue could decrease, possibly materially.

We may have substantial exposure to payment of personal injury claims and may not have adequate insurance to cover such claims.

Our CRS business primarily involves the testing of experimental drugs and medical devices on consenting human volunteers pursuant to a study protocol. Clinical research involves a risk of liability for a number of reasons, including, but not limited to:

• personal injury or death to patients who participate in the study or who use a product approved by regulatory authorities after the clinical research has concluded;

• general risks associated with clinical pharmacology facilities, including professional malpractice of clinical pharmacology medical care providers; and

• errors and omissions during a trial that may undermine the usefulness of a trial or data from the trial or study.

In order to mitigate the risk of liability, we seek to include indemnification provisions in our CRS contracts with clients and with investigators. However, we are not able to include indemnification provisions in all of our contracts. In addition, even if we are able to include an indemnification provision in our contracts, the indemnification provisions may not cover our exposure if:

• we had to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; or

• a client failed to indemnify us in accordance with the terms of an indemnification agreement because it did not have the financial ability to fulfill its indemnification obligation or for any other reason.

In addition, contractual indemnifications generally do not protect us against liability arising from certain of our own actions, such as negligence or misconduct.

We also carry insurance to cover our risk of liability. However, our insurance is subject to deductibles and coverage limits and may not be adequate to cover claims. In addition, liability coverage is expensive. In the future, we may not be able to maintain

36

or obtain the same levels of coverage on reasonable terms, at a reasonable cost, or in sufficient amounts to protect us against losses due to claims.

Existing and proposed laws and regulations regarding confidentiality of patients’ and other individuals’ personal information could result in increased risks of liability or increased cost to us or could limit our product and service offerings.

The confidentiality, security, use and disclosure of patient-specific information are subject to governmental regulation. Regulations to protect the safety and privacy of human subjects who participate in or whose data are used in clinical research generally require clinical investigators to obtain affirmative informed consent from identifiable research subjects before research is undertaken. Under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the U.S. Department of Health and Human Services has issued regulations mandating privacy and security protections for certain types of individually identifiable health information, or protected health information, when used or disclosed by health care providers and other HIPAA-covered entities or business associates that provide services to or perform functions on behalf of these covered entities. HIPAA regulations generally require individuals’ written authorization before identifiable health information may be used for research, in addition to any required informed consent. HIPAA regulations also specify standards for de-identifying health information so that information can be handled outside of the HIPAA requirements and for creating limited data sets that can be used for research purposes under less stringent HIPAA restrictions. The European Union and its member states, as well as other countries, such as Canada, Argentina, Japan and other Asian countries, and state governments in the United States, have adopted and continue to issue new medical privacy and general data protection laws and regulations. In those countries, collecting, processing, using and transferring an individual’s personal data is subject to specific requirements, such as obtaining explicit consent, processing the information for limited purposes and restrictions with respect to cross-border transfers. Many countries and almost all states in the United States have adopted stringent data security breach laws that require the user of such data to inform the affected individuals and the authorities of security breaches. In order to comply with these laws and regulations and corresponding contractual demands from our clients, we must maintain internal compliance policies and procedures, and we may need to implement new privacy and security measures, which may require us to make substantial expenditures or cause us to limit the products and services we offer. In addition, if we violate applicable laws, regulations, contractual commitments, or other duties relating to the use, privacy or security of health information, we could be subject to civil liability or criminal penalties and it may be necessary to modify our business practices.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and delays in completing our internal controls and financial audits, could have a material adverse effect on our business and stock price.

If we fail to achieve and maintain effective internal controls, we will not be able to conclude that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Failure to achieve and maintain an effective internal control environment, and delays in completing our internal controls and financial audits, could cause investors to lose confidence in our reported financial information and PAREXEL, which could result in a decline in the market price of our common stock, and cause us to fail to meet our reporting obligations in the future, which in turn could impact our ability to raise equity financing if needed in the future. Our Fiscal Year 2009 management assessment revealed a material weakness in our internal controls over financial reporting due to insufficient controls associated with accounting for the ClinPhone business combination, specifically the adoption by ClinPhone of an accounting policy for revenue recognition in accordance with U.S. GAAP for interactive voice response ("IVR") sales contracts with multiple revenue elements and the determination of the fair value of deferred revenue assumed in the business combination. We have since changed our internal controls to address this material weakness, but were unable to test the effectiveness of our remediation since we had not completed any further acquisitions. In December 2012, we acquired Liquent, Inc. and this acquisition was completed pursuant to the redesigned internal control environment. We believe that our remediation of the material weakness from Fiscal Year 2009 will be successful and we anticipate completing our testing in the second half of Fiscal Year 2013; however, there can be no assurance that our remediation will be successful. During the course of our continued testing, we also may identify other significant deficiencies or material weaknesses, in addition to the ones already identified, which we may not be able to remediate in a timely manner or at all.

We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-corruption laws, including the U.K. Bribery Act of 2010, generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption laws. We operate in many parts of the world that have experienced governmental corruption to some degree, and in certain circumstances, anti-corruption laws have appeared to conflict with local customs and practices. Despite our training and compliance programs, we cannot assure that our internal control policies and procedures always will protect us from reckless or criminal acts committed by persons associated with PAREXEL. Our continued global expansion, including in developing

37

countries, could increase such risk in the future. Violations of these laws, or even allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations or financial condition.

Risks Associated with Leverage

Our indebtedness may limit cash flow available to invest in the ongoing needs of our business.

As of December 31, 2012, we had $381.9 million principal amount of debt outstanding and remaining borrowing availability of $107.5 million under our lines of credit. We may incur additional debt in the future. Our leverage could have significant adverse consequences, including:

• requiring us to dedicate a substantial portion of any cash flow from operations to the payment of interest on, and principal of, our debt, which will reduce the amounts available to fund working capital and capital expenditures, and for other general corporate purposes;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

• placing us at a competitive disadvantage compared to our competitors that have less debt.

Under the terms of our various credit facilities, interest rates are fixed based on market indices at the time of borrowing and, depending upon the interest mechanism selected by us, may float thereafter. Some of our other smaller credit facilities also bear interest at floating rates. As a result, the amount of interest payable by us on our borrowings may increase if market interest rates change.

We may not have sufficient funds, our business may not generate sufficient cash flow from operations, or may be unable to arrange for additional financing, to pay the amounts due under our existing or any future debt, or any other liquidity need. In addition, a failure to comply with the covenants under our existing debt instruments could result in an event of default under those instruments. In the event of an acceleration of amounts due under our debt instruments as a result of an event of default, we may not have sufficient funds or may be unable to arrange for additional financing to repay our indebtedness or to make any accelerated payments.

In addition, the terms of the 2011 Credit Agreement provide that upon the occurrence of a change in control, as defined in the credit facility agreement, all outstanding indebtedness under the facility would become due. This provision may delay or prevent a change in control that stockholders may consider desirable.

Our short term debt facilities are cross defaulted with the 2011 Credit Agreement.

Our existing debt instruments contain covenants that limit our flexibility and prevent us from taking certain actions.

The agreements in connection with our 2011 Credit Agreement and in our short term debt facilities include a number of significant restrictive covenants. These covenants could adversely affect us by limiting our ability to plan for or react to market conditions, meet our capital needs and execute our business strategy. These covenants, among other things, limit our ability and the ability of our restricted subsidiaries to:

• incur additional debt;

• make certain investments;

• enter into certain types of transactions with affiliates;

• make specified restricted payments; and

• sell certain assets or merge with or into other companies.

These covenants may limit our operating and financial flexibility and limit our ability to respond to changes in our business or competitive activities. Our failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their scheduled due date.

Risks Associated with our Common Stock

Our corporate governance structure, including provisions of our articles of organization, by-laws, shareholder rights plan, as well as Massachusetts law, may delay or prevent a change in control or management that stockholders may consider desirable.

Provisions of our articles of organization, by-laws and our shareholder rights plan, as well as provisions of Massachusetts law, may enable our management to resist acquisition of us by a third party, or may discourage a third party from acquiring us. These provisions include the following:

38

• we have divided our board of directors into three classes that serve staggered three-year terms;

• we are subject to Section 8.06 of the Massachusetts Business Corporation Law, which provides that directors may only be removed by stockholders for cause, vacancies in our board of directors may only be filled by a vote of our board of directors, and the number of directors may be fixed only by our board of directors;

• we are subject to Chapter 110F of the Massachusetts General Laws, which may limit the ability of some interested stockholders to engage in business combinations with us;

• our stockholders are limited in their ability to call or introduce proposals at stockholder meetings; and

• our shareholder rights plan would cause a proposed acquirer of 20% or more of our outstanding shares of common stock to suffer significant dilution.

These provisions could have the effect of delaying, deferring, or preventing a change in control of us or a change in our management that stockholders may consider favorable or beneficial. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. These provisions could also limit the price that investors might be willing to pay in the future for shares of our stock.

In addition, our board of directors may issue preferred stock in the future without stockholder approval. If our board of directors issues preferred stock, the rights of the holders of common stock would be subordinate to the rights of the holders of preferred stock. Our board of directors’ ability to issue the preferred stock could make it more difficult for a third party to acquire, or discourage a third party from acquiring, a majority of our stock.

Our stock price has been, and may in the future be volatile, which could lead to losses by investors.

The market price of our common stock has fluctuated widely in the past and may continue to do so in the future. On January 30, 2013, the closing sales price of our common stock on the Nasdaq Global Select Market was $32.83 per share. During the period from January 31, 2011 to January 30, 2013, our common stock traded at prices ranging from a high of $34.43 per share to a low of $15.69 per share. Investors in our common stock must be willing to bear the risk of such fluctuations in stock price and the risk that the value of an investment in our stock could decline.

Our stock price can be affected by quarter-to-quarter variations in a number of factors including, but not limited to:

• operating results;

• earnings estimates by analysts;

• market conditions in our industry;

• prospects of healthcare reform;

• changes in government regulations;

• general economic conditions, and

• our effective income tax rate.

In addition, the stock market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may adversely affect the market price of our common stock. Although our common stock has traded in the past at a relatively high price-earnings multiple, due in part to analysts’ expectations of earnings growth, the price of the stock could quickly and substantially decline as a result of even a relatively small shortfall in earnings from, or a change in, analysts’ expectations.

39

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about repurchases of our equity securities during the three months ended December 31, 2012:

Period	(a) Total Number of Share (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
October 1, 2012 - October 31, 2012	427,392	$	30.81	427,392	$132.0 million (1)
November 1, 2012 - November 30, 2012	372,707	$	30.92	372,707	$120.5 million
December 1, 2012 - December 31, 2012	656,114	$	31.25	656,114	$100.0 million
Total	1,456,213			1,456,213

(1) In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200.0 million of our common stock.  There is no set expiration date for the Program.  In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC (“JPMorgan”), for an aggregate purchase price of $50.0 million.  Pursuant to the Agreement, on September 20, 2012, we paid $50.0 million to JPMorgan and received from JPMorgan 1,328,462 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $30.11 per share, which was the closing price of the common stock on September 17, 2012. The final number of shares to be delivered to us by JPMorgan under the Agreement at program maturity, net of the initial delivery, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall, and if the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. In addition, during the six months ended December 31, 2012, we purchased 1,613,388 shares in the open market under a $50 million open market share repurchase plan, which was completed in December 2012. As of December 31, 2012, approximately $100.0 million remained available under the Program for the purchase of additional shares.

ITEM 6. EXHIBITS

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this quarterly report, which Exhibit Index is incorporated by this reference.

40

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.

		PAREXEL International Corporation
Date:	February 1, 2013	By: /s/ Josef H. von Rickenbach
		Josef H. von Rickenbach
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date:	February 1, 2013	By: /s/ James F. Winschel, Jr.
		James F. Winschel, Jr.
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

41

EXHIBIT INDEX

Exhibit Number	Description
10.1	Term Loan Facility Agreement, dated December 20, 2012, by and among Bank of America, N.A., PAREXEL, PAREXEL International, LLC, Perceptive Informatics, Inc., Datalabs, Inc., Clinphone California, Inc. and Perceptive Services, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 20, 2012).
10.2	Agreement and Plan of Merger, dated as of December 21, 2012, among PAREXEL, Lima International Corporation, Liquent, Inc., The Principal Stockholders of Liquent, Inc. named therein, and ML Seller Rep LLC, solely in its capacity as representative (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 20, 2012).
10.3	Key Employee Agreement, dated November 1, 2012, by and between PAREXEL International Limited and Anita Cooper.
10.4	Key Employee Agreement, effective as of November 1, 2012, by and between PAREXEL International Corporation and Gadi Saarony.
31.1	Principal executive officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Principal financial officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Principal executive officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Principal financial officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

42

EX-10.3

PAREXEL INTERNATIONAL LIMITED

KEY EMPLOYEE AGREEMENT

PAREXEL International Limited

The Quays

101-105 Oxford Road

Uxbridge

Middlesex

UB8 1LZ

Page 1 of 19

THIS AGREEMENT is made on     November 1, 2012

B E T W E E N

(1) PAREXEL International Limited whose registered office is at The Quays, 101-105 Oxford Road, Uxbridge, Middlesex, UB8 1LZ (“the Company”)

and

(2) Dr. Anita M. Cooper, Old Church Farm, 1 Park Street, Charlbury 0X7 3PS (“the Employee”)

WHEREAS

(A) The Employee acknowledges that, as a result of his/her position with the Company, he/she has or will have access to strategic business, clients’ and suppliers’ information, and Confidential Information (as this term is defined in this Agreement below) belonging to the Company, any Associated Company and the Group (as these terms are defined in this Agreement below) and its or their clients, suppliers or other third parties, and that such Confidential Information have been made available to the Employee under circumstances of confidence.

(B) The Employee acknowledges that, as a result of his/her position in the Company, he/she will obtain personal knowledge of and influence over the Company’s and its Associated Company’s customers and/or personnel and have access to strategic business, clients’ and suppliers’ information and Confidential Information.

(C) The Employee acknowledges that the Company and any Associated Company is engaged in a business that is highly competitive and that competition by the Employee with that business during the first 9 months after the date on which his/her employment terminates or solicitation of business relations during his/her employment and during the first 12 months after the date on which his/her employment terminates would necessarily involve the Employee’s use of the Company’s, any Associated Company’s or the Group’s Confidential Information to which the Employee was given or gained access by virtue of his/her position in the Company and would otherwise constitute unfair competition and would severely injure the legitimate business interests of the Company, and Associated Company or the Group.

(D) The Company’s, each Associated Company’s and the Group’s main business assets are its or their personnel, clients, suppliers and Confidential Information. In recognition of the increased risk of unfairly losing any of these business assets to its competitors, the Company has put in place terms to protect the legitimate business interests of the Company, each Associated Company and the Group, to which the Employee agrees.

(E) In consideration of the following, the Employee agrees to the terms of this Agreement: (i) the Employee’s continued employment in good standing as a member of the Company’s senior management; (ii) the Employee’s right to participate in, and continued participation in, any Company bonus or incentive plan; (iii) the Employee’s eligibility under this Agreement for salary continuation during the Non-Competition Period (as set forth in Section 6 below); (iv) to the extent applicable, in consideration for this Agreement’s superseding any prior agreement with the Company regarding

Page 2 of 19

the subject matter hereof; (v) the Employee’s merit salary increase on or about November 2012; and (vi) a one-time payment to the Employee in the amount of £100.

IT IS AGREED as follows:

1 Definitions

1.1 In this agreement:

1.1.1 ‘Affiliates’ means any present or former officer, member, principal, partner, director, employee, worker, agent, consultant, contractor, trustee or shareholder of the Company, any Associated Company and/or any member of the Group.

1.1.2 ‘Agreement’ means this instrument and any and all Schedules to this Agreement as the same may be amended, modified or supplemented from time to time in accordance with these provisions.

1.1.3 ‘Associated Company’ includes any firm, company, business entity or other organisation:

1.1.3.1 which is directly or indirectly Controlled or managed by the Company; or

1.1.3.2 which directly or indirectly Controls or manages the Company; or

1.1.3.3 which is directly or indirectly Controlled or managed by a third party who also directly or indirectly Controls or manages the Company; or

1.1.3.4 of which the Company or any Associated Companies referred to in the above clauses owns or has a beneficial interest (whether directly or indirectly) in 20% or more of the issued share capital or 20% or more of the capital assets; or

1.1.3.5 which is the successor in title or assign of the firms, companies, business entities or other referred to above.

1.1.4 ‘Business’ means products or services (including any new products or services being developed or researched by the Company, any Associated Company and/or the Group as at the Termination Date) relating to the research, development and/or commercialisation of pharmaceutical products, biotechnology products and/or medical devices, including, without limitation, clinical research; clinical trial management; clinical pharmacology; laboratory research; data collection, management, processing, analysis and/or reporting; biostatistics; clinical logistics; consulting and regulatory affairs; commercialisation; reimbursement and market access; medical communication; medical imaging; and software, electronic and information technology services relating to the above.

1.1.5 ‘Capacity’ means as an officer, member, principal, partner, director, employee, agent, consultant, contractor, trustee or shareholder (other than as a holder or being otherwise interested in any less than 2% of any class of shares or other securities of any company which are for the time being quoted on any recognised stock exchange ) or otherwise.

1.1.6 ‘Clients’ means any Entity who was an actual client or customer of the Company, any Associated Company or the Group on or before the Termination Date.

Page 3 of 19

1.1.7 ‘Company’ includes any successor in title or assign of the Company.

1.1.8 ‘Company Documents’ means all letters, emails, notes, memoranda, minutes, reports, files, records, specifications, manuals, models, plans, lists, surveys, diagrams, analysis, studies, compilations, print-outs, prints, photocopies and any other items not identified in this Agreement which belong or relate to the Company or any Associated Company or the Group or any Clients, Prospective Clients, Prospective Suppliers or Restricted Suppliers and shall be deemed to include all Copies of the foregoing.

1.1.9 ‘Company Property’ means all property belonging to the Company or any Associated Company or the Group, which is or has been (without limitation in time) in your possession and shall include (but not be limited to): any computers (whether desktop, laptop or handheld); printers; fax machines; photocopiers; software; tapes; computer disks; memory cards; flash drives or any other medium for storing information; mobile phones; credit cards; cheque books; charge cards (including fuel cards); discount cards; keys and security passes issued to you by the Company or any Associated Company or the Group or by any Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers; Company Documents; Confidential Information and any other items not identified in this Agreement which belong to the Company or any Associated Company or the Group or any Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers.

1.1.10 ‘Confidential Information’ means any information listed in clause 4.3 below belonging to or relating to the Company or any Associated Company or the Group, any information which the Employee has been told is confidential information, or which the Employee should reasonably believe is confidential information, or which because of its character or the circumstances or manner of its disclosure is confidential, and/or information which has been given in confidence to the Company or any Associated Company or the Group by a third party including but not limited to by any Client, Prospective Client, Supplier, or Prospective Supplier.

1.1.11 ‘Controls’ means the beneficial ownership of more than 50% of the issued voting shares or the legal power to direct or cause the direction of the general management of the Company or any Associated Company and the term ‘Controlled’ shall have the corresponding meaning.

1.1.12 ‘Copies’ means copies or records in whatever form (including, without limitation, in written, oral, visual or electronic form, on any magnetic, optical disk, memory card, flash drive or any other device for storing information and wherever located) and shall include (but not be limited to): any abstract, extract, summary or précis of the whole or any part of any Company Documents or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from the original.

1.1.13 ‘Entity’ means any person, firm, company, corporation, government, state (or agency of a state), association or partnership (whether or not having separate legal personality) or any other entity.

Page 4 of 19

1.1.14 ‘Group’ means the Company and all its Subsidiaries from time to time and any Holding Company of the Company from time to time.

1.1.15 ‘Holding Company’ means a holding company of the Company as defined by section 1159 of the Companies Act 2006.

1.1.16 ‘Intellectual Property’ includes trade marks whether registered or unregistered, service marks whether registered or unregistered, patentable and non-patentable inventions, designs, utility models, copyrights (including design copyrights), database rights, semi-conductor topography rights, all other similar proprietary rights, applications for any of the foregoing and the right to apply for them in any part of the world and including without limitation all such rights in materials, prototypes, discoveries, techniques, developments, processes, plans, designs, formula, specifications, computer programs and software, source codes, data, technical information or any other work, trade or business brand names, trade secrets, goodwill, the style or presentation of the goods or services, creations, confidential information or know-how and any research effort relating to any of the above mentioned business names whether registrable or not, moral rights and any similar rights in any country.

1.1.17 ‘Key Personnel’ means any person who (i) was during the Relevant Period and is at the Termination Date, employed, or engaged, by the Company or any Associated Company or the Group, or (ii) had been induced by the Employee in breach of the Employee’s duties to terminate his/her employment with the Company any Associated Company or the Group prior to the Termination Date, in each case with whom during the Relevant Period:

1.1.17.1 the Employee had direct and material dealings in performing his/her duties in the course of his/her employment with the Company, any Associated Company or the Group; or

1.1.17.2 who had material contact with Restricted Clients, Prospective Clients or from Restricted Suppliers or Prospective Suppliers in performing his/her duties of in the course of his/her employment with the Company, any Associated Company or the Group; or

1.1.17.3 who was a member of the senior management of the Company, any Associated Company or the Group; or

1.1.17.4 who was a member of the Employee’s organisation or department of the Company or any Associated Company.

1.1.18 ‘Prohibited Business’ means the Business carried on at any time during the Relevant Period by the Company or any Associated Company or the Group and in which the Employee was directly and materially concerned at any time during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.19 ‘Prospective Clients’ means any Entity (i) with whom the Company, any Associated Company or the Group was either actively engaged in discussions or negotiations during the Relevant Period with a view to any such Entity dealing with the Company or any Associated Company or the Group as a client thereof or (ii) with whom the Company, any Associated Company or the Group was materially involved during the Relevant Period in making a presentation or providing a quotation or consultancy concerning the Business, in each case about which the Employee possesses or has

Page 5 of 19

access to Confidential Information or with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.20 ‘Prospective Suppliers’ means any Entity who was during the Relevant Period in discussions or negotiations with the Company or any Associated Company or the Group with a view to supplying of any goods or services (but excluding utilities and goods or services supplied for administrative purposes which are not unique to or customized for the Company’s, any Associated Company’s or the Group’s requirements) to the Company or any Associated Company or the Group and about which the Employee possesses or has access to Confidential Information and with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.21 ‘Relevant Period’ means the period of 12 months ending with the Termination Date or the period of the Employee’s employment with the Company if that period was shorter than 12 months or, if the Employee is placed on Garden Leave pursuant to clause 3 below, the period of 12 months ending with the date on which such Garden Leave begins.

1.1.22 ‘Restricted Clients’ means any Client about which, at any time in the Relevant Period, the Employee possessed or had access to Confidential Information or with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings in the course of carrying out his or her duties for the Company, any Associated Company or the Group.

1.1.23 ‘Restricted Suppliers’ means any Entity who was at any time during the Relevant Period a supplier of any goods or services (but excluding utilities and goods or services supplied for administrative purposes which are not unique to or customized for the Company’s, any Associated Company’s or the Group’s requirements) and about which the Employee possesses or has access to Confidential Information or with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.24 ‘Subsidiary’ means a subsidiary for the time being of the Company or of any Holding Company of which the Company is a subsidiary as defined by section 1159 of the Companies Act 2006 and the expression ‘Subsidiaries’ shall have the corresponding meaning.

1.1.25 Territory’ means the United Kingdom and /or

1.1.25.1 any other member state of the European Union and/ or:

1.1.25.2 any other country in the world:

where on the Termination Date the Company, any Associated Company, or the Group is engaged in the Business or, where the Company, any Associated Company or the Group is intending within the 12 months following the Termination Date to engage

Page 6 of 19

in the Business, and in respect of which in the course of his/her employment during the Relevant Period the Employee (whether alone or jointly with others), has been responsible, concerned or active on behalf of any such member of the Group, or in respect of which country the Employee possesses or has access to relevant Confidential Information.

1.1.26 ‘Termination Date’ means the date upon which the Employee’s employment with the Company actually ends (for any reason) whether with notice or without notice.

1.1.27 ‘Third Party’ means any Associated Company or the Group and any present or former officers, employees, trustees, shareholders or agents of the Company or any Associated Company or the Group.

1.2 The paragraph headings in this Agreement are inserted only for convenience and shall not affect its construction.

1.3 References in this agreement to any paragraph, clause, sub-clause or schedule without further designation shall be construed as references to the paragraph, clause, sub-clause or schedule of this Agreement so numbered.

1.4 References to statutes shall be deemed to include any statutory modification, re-enactment or extension of such statute and any orders, regulations, instruments or other subordinate legislation made pursuant to such statute.

2 Devotion of Services

2.1 The Employee agrees to devote his/her best efforts to the Business in such capacity as the Company from time to time shall direct and agrees to comply with the Company’s policies, practices and Code of Business Conduct and Ethics at all times.

2.2 The Employee is expected to serve the Company with the utmost good faith and fidelity at all times. The Employee has a duty to report to his/her manager any matters that could affect the Business (whether positively or adversely).

2.3 The Employee represents and warrants that he/she is not bound by or subject to any court order, agreement, arrangement, restriction or undertaking which in any way restricts or prohibits him/her from entering into this Agreement or from performing his/her duties under this Agreement.

2.4 It is a further condition of the Employee’s employment with the Company that he/she will, whilst working for the Company, observe and in every respect comply with all or any such restrictions as do or will apply to the Employee and/or to his/her work activities and that the Employee will take every practicable step to ensure that the Company is not exposed to any liability for inducing a breach of any such restrictions.

2.5 Contravention of this paragraph 2 is likely to be treated by the Company as gross misconduct.

3 Termination of Employment

Page 7 of 19

3.1 The Company reserves the right to require the Employee to remain away from work during any period following the giving of notice of termination of the Employee’s employment with the Company, whether such notice was given by the Company or the Employee (“Garden Leave”).

3.2 During any period of Garden Leave:

3.2.1 the Company shall be under no obligation to provide the Employee with any work or vest any powers in the Employee and the Employee shall have no right to perform any duties for the Company, any Associated Company or the Group or will only perform such duties, specific projects or tasks as are assigned to him/her by the Company;

3.2.2 the Employee shall not (without the prior written consent of the Company) attend his/her normal place of work or any other office or premises of the Company, any Associated Company or the Group, or any Clients, Prospective Clients, Prospective Suppliers or Restricted Suppliers;

3.2.3 the Employee shall continue to receive his/her basic salary and contractual benefits;

3.2.4 the Employee shall remain an employee of the Company and be bound by all the express and implied terms of his/her employment including, without limitation, the duty of fidelity and good faith owed to the Company;

3.2.5 the Employee shall notify the Company of any change of his/her address or contact details;

3.2.6 the Employee shall not (without the prior consent of the Company) access the Company’s, any Associated Company’s or the Group’s informational technology systems, including computer and telecommunications systems;

3.2.7 the Employee shall not (without the prior written consent of the Company) directly or indirectly contact or deal with (or attempt to contact or deal with) any employees, Clients, Prospective Clients, Restricted Suppliers, Prospective Suppliers and professional contacts of the Company or any Associated Company or the Group except where such employees, Clients, Prospective Clients, Restricted Suppliers, Prospective Suppliers and professional contacts are personal friends of the Employee and he/she is contacting them in a personal capacity outside his/her normal working hours;

3.2.8 the Employee shall not (without the Company’s prior written consent) directly or indirectly and whether acting alone or jointly on his/her own behalf or on behalf of or in association or conjunction with be permitted to work for any other Entity and in any Capacity;

3.2.9 the Employee shall (except during any periods taken as holiday which must be approved by the Company in the usual way) ensure that his/her line manager knows where the Employee will be and how he/she can be contacted during each working day and the Employee shall comply with any written requests to contact a specified employee of the Company, any Associated Company or the Group at specified intervals; and

Page 8 of 19

3.2.10 if requested by the Company take all untaken holiday which has accrued up to the commencement and during the continuation of the notice period whilst on Garden Leave.

4 Confidentiality

4.1 The Employee expressly acknowledges that in the course of his/her employment under this Agreement he will have access to and be entrusted with secret, confidential or private information in respect of the Business and financial affairs of the Company and its dealings transactions and affairs and likewise in relation to any Associated Company or the Group which is of such a highly confidential nature as to require the same protection as if it was a trade secret.

4.2 The Employee expressly agrees that he/she shall not either during his/her employment with the Company or after the Termination Date without limit in point of time divulge, disclose or communicate to any person (except to such employee(s) of the Company whose province it is and who are authorized to know the same) or use for the Employee’s own purpose or for any purposes other than those of the Company, or through any failure to exercise all due care and diligence, cause any unauthorised publication or disclosure of, any Confidential Information and shall use his/her best endeavours to prevent the unauthorised publication or disclosure thereof by others.

4.3 For the purposes of this Agreement, Confidential Information shall include but not be limited to the following:

4.3.1 Intellectual Property;

4.3.2 information identifying any Clients, Prospective Clients, Restricted Suppliers, or Prospective Suppliers of the Company, any Associated Company or the Group (including names, addresses, contacts, telephone numbers and email addresses);

4.3.3 information up to and including the Termination Date relating to requests made to the Company, any Associated Company or the Group to provide quotations or tenders or other information to any Clients, Prospective Clients, Restricted Suppliers, or Prospective Suppliers;

4.3.4 details of relationships or arrangements with or knowledge of the needs or requirements of any Clients, Prospective Clients, Restricted Suppliers, or Prospective Suppliers;

4.3.5 information relating to market research collated or commissioned by the Company, any Associated Company or the Group for the purpose of identifying markets and/or demand for the Business of the Company, any Associated Company or the Group or for new business areas or markets for the Company, any Associated Company or the Group to enter into;

4.3.6 information relating to the identity of any Entity considered for acquisition, merger or outsourcing work by the Company, any Associated Company or the Group and information compiled for the purpose of that consideration;

Page 9 of 19

4.3.7 information relating to the finances, budgets, forecasts, financial reports, market share or financial status of the Company, any Associated Company or the Group;

4.3.8 information relating to the marketing techniques and arrangements or development plans, product development plans or strategies of any product or services of the Company, any Associated Company or the Group;

4.3.9 information relating to pricing, fee levels, margins, pricing policies, commission arrangement and any specific pricing or similar arrangement in force between any Clients or Restricted Suppliers and the Company, any Associated Company or the Group;

4.3.10 information relating to the Company, any Associated Company or the Group’s internal policies, terms of business, organisational charts, management, business methods, business strategy, creative plans and strategy, product lines, sales data, prices or pricing strategy;

4.3.11 information relating to the finances or financial status of any Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers;

4.3.12 information of a personal or otherwise of a confidential nature relating to any Affiliate, temporary worker or candidate of the Company, any Associated Company or the Group;

4.3.13 the Company’s, any Associated Company’s or the Group’s know-how;

4.3.14 the Company’s, any Associated Company’s or the Group’s databases;

4.3.15 the Company’s, any Associated Company’s or the Group’s confidential computer software; and

4.3.16 any other Confidential Information of the Company, any Associated Company or the Group which has or may have come to his/her knowledge during his/her employment with the Company, any Associated Company or the Group whether or not they are or were marked as confidential.

4.4 This clause 4 does not apply to Confidential Information which may (otherwise than through the Employee’s unauthorised act, misconduct or default) become available to the public generally without requiring a significant expenditure of labour, skill or money. Nor shall the restrictions in this clause 4 apply to any secret, confidential or private information which the Employee is required to disclose by any court or competent authority or which shall become part of his own skill and knowledge by virtue of his/her employment by the Company.

4.5 The Employee shall not at any time during his/her employment (except in the proper course of the Employee’s duties) or afterwards make or retain Copies.

4.6 The Employee’s obligations under this paragraph shall be in addition to, and not in substitution for, any obligations imposed upon the Employee by law in relation to abuse of Confidential Information.

Page 10 of 19

5 Company Property

5.1 The Employee is responsible for the safe keeping and preservation of all Company Documents and Company Property issued to the Employee whilst in the Company’s employment.

5.2 If the Employee is authorized to take Company Documents and Company Property out of the office, the Employee is required to take all necessary steps to protect the security of those items.

5.3 The Employee agrees that, upon the termination of his/her employment for any reason and in any event within 7 days of the Termination Date, and immediately upon request of the Company at any time (including, without limitation, during any period of Garden Leave), whether before or after the Termination Date, he/she will promptly return (and shall not delete or destroy) all Company Documents, including any originals and Copies obtained from the Company, any Affiliates, or any of its Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers, whether or not the Employee believes it qualifies as Confidential Information, other than personal documents related to the Employee’s pay and benefits (such as pay statements and benefit statements). In addition, the Employee shall also return all Company Property provided by the Company to the Employee provided to him/her during the course of his/her employment with the Company, any Associated Company or the Group.

5.4 The Employee further agrees that he/she shall not access the Company’s, any Associated Company’s or the Group’s informational technology systems on or after the commencement of any period of Garden Leave or on or after the Termination Date.

5.5 The Employee shall, if so required by the Company, confirm in writing his/her compliance with his/her obligations under this clause 5.

6 Restrictive Covenants    

6.1    Non-competition

The Employee shall not in competition with the Company, any Associated Company, or the Group (i) during his/her employment, and (ii) for the period of 9 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity in any Capacity (a) carry on, or (b) be engaged or employed in, or (c) have an interest in, or (d) be concerned in, or (e) assist, any business operating within the Territory which is carrying on Prohibited Business, unless with the prior written consent of the Company.

6.2 Non-dealing

The Employee shall not in competition with the Company, any Associated Company, or the Group (i) during his/her employment or (ii) for the period of 12 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity and in any Capacity (unless with the prior written consent of the Company):

Page 11 of 19

6.2.1 (a) accept, or (b) facilitate the acceptance of, or (c) deal in any way with, or (d) do Prohibited Business with any Restricted Client, Prospective Client, Restricted Supplier or Prospective Supplier; or

6.2.2 interfere with the contractual arrangements in place at the Termination Date or at any time during the period of 12 months immediately following the Termination Date between any Restricted Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers and the Company, any Associated Company or the Group or with the provision or sourcing of supplies by or from any Restricted Suppliers or Prospective Suppliers.

6.3 Clauses 6.1 and 6.2 shall not be deemed to prohibit Employee, after termination of employment with the Company, from accepting employment or being otherwise involved with any business (including Employee’s own business) corporations or business entities in the pharmaceutical, healthcare, biotechnology or medical devices industries or medical institutions such as hospitals, provided however that:

6.3.1 such business (including Employee’s own business) is not engaged in providing or producing contract or “outsourced” clinical research services, including clinical trials management and clinical pharmacology services to the pharmaceutical, healthcare, biotechnology or medical devices industries or medical institutions such as hospitals, and

6.3.2 that Employee’s employment by or involvement with such businesses does not result in Employee being involved in any way in the business of providing or producing any contract or “outsourced” clinical research services, including clinical trials management and clinical pharmacology services to the pharmaceutical, healthcare, biotechnology or medical devices industries or medical institutions such as hospitals, and in respect of which Employee was personally concerned or for which Employee was responsible whilst employed by the Company during the 12 months immediately preceding Employee’s Termination Date.

6.4 Non-solicitation

The Employee shall not in competition with the Company, any Associated Company, or the Group (i) during his /her employment or (ii) for the period of 12 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity and in any Capacity: (a) solicit, or (b) assist in soliciting, or (c) canvass, or (d) approach with a view to procuring, or (e) otherwise attempt to procure, Prohibited Business from any

Restricted Client or any Prospective Client, unless with the prior written consent of the Company.

6.5 Key Personnel

The Employee shall not (i) during his/her employment or (ii) for the period of 12 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity and in any Capacity (unless with the prior written consent of the Company):-

Page 12 of 19

6.5.1 (a) induce, or (b) solicit, or (c) entice, or (d) procure, or (e) endeavour to induce, solicit, entice or procure, any Key Personnel to leave the Company or any Associated Company or the Group; or

6.5.2 (a) employ, or (b) engage any Key Personnel.

6.6 The Employee hereby acknowledges and agrees with the Company that:

6.6.1 each of the clauses and sub-clauses contained in this paragraph constitutes an entirely separate, severable and independent covenant and restriction on the Employee;

6.6.2 the duration extent and application of each of the restrictions contained in this paragraph are fair, reasonable and necessary for the protection of the personnel, goodwill and trade connections of the Company, each Associated Company and the Group; and

6.6.3 in the event that any of the restrictions contained in this paragraph should be found to be invalid and unenforceable but would be valid and enforceable if some part thereof were to be deleted and/or modified, such restriction shall apply with such deletion and/or modification as may be necessary to make it valid and enforceable.

6.7 The Employee acknowledges and agrees that he/she will on a continuing basis advise the Company of the name and address of any Entity, whether acting alone or jointly on his/her own behalf or on behalf of or in association or conjunction with the Employee before or during the period of 12 months after the Termination Date, that offers to employ, engage or involve the Employee in any Capacity. Should the Employee obtain such future employment within the specified period he/she will provide the information set out in this clause to the Company within 14 days of commencing such future employment. The Employee agrees that such disclosure is necessary for the Company to ensure compliance with the provisions of this paragraph.

6.8 The Employee acknowledges and agrees that he/she will on a continuing basis be obliged to draw the provisions of this clause 6 to the attention of any Entity who may at any time before or during the period of 12 months after the Termination Date offer to employ, engage or involve the Employee in any Capacity, in a business in circumstances where such engagement or involvement will or might, by reason of the provisions of this paragraph, cause the Employee to be in breach of this Agreement.

6.9 The period of restriction set out in each of clauses 6.1, 6.2, 6.3, 6.4 and 6.5 above shall be reduced by the length of any period spent by the Employee on Garden Leave.

6.10 Subject to the provisions of clause 6.11, the Company shall pay to the Employee for the duration of the period of restriction referred to in clause 6.1 (as such period is reduced, as the case may be, by the provisions of clause 6.8) a payment calculated at the rate of the basic salary which was payable to the Employee at the Termination Date (and will not include any bonuses, commissions, or other forms of compensation), such payments to be made in accordance with the Company's usual monthly payroll procedures during the period of restriction and to be subject to such deductions as are required by law.

Page 13 of 19

6.11 The Company may, at its entire discretion, release the Employee from the provisions of clause 6.1 at any time (whether before the commencement of or during the period of restriction provided for in that clause), in which case its obligations to make payments pursuant to the provisions of clause 6.10 shall cease immediately on the date that such release takes effect. Such release of clause 6.1, if made by the Company, will not waive, terminate or otherwise affect any other clauses or obligations upon the Employee under the Agreement.

6.12 Any severance payments that Employee is entitled to, eligible for or does receive under any contract with the Company or any plan sponsored by the Company shall be offset against and reduced by any payment(s) for which Employee is eligible under this Agreement.

7 Developments

7.1 At any time during the Employee’s employment under this Agreement and subject to the provisions of the Registered Designs Act 1949 (as amended), the Patents Act 1977, the Copyright Designs and Patents Act 1988, Council Regulation 60/02/EC and the Copyright and Related Rights in Databases Regulations 1997, the Employee makes, discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the Business for the time being carried on by the Company or any Associated Company or the Group full details of the Intellectual Property shall immediately be communicated by him/her to the Company and the Employee agrees that it shall be the absolute property of the Company.

7.2 To the extent that it may be necessary, the Employee will without payment (except as provided for in section 40 of the Patents Act 1977) and whether or not the Employee is still employed by the Company or any Associated Company or the Group at the material time, at the expense of the Company promptly do all such things and sign and execute all such documents and deeds as may reasonably be required in order to enable the Company or any Associated Company or the Group or their nominee to apply for and obtain protection for the Intellectual Property in any or all countries and to vest title thereto in the Company or any Associated Company or the Group or their nominee absolutely.

7.3 Without prejudice to the generality of clause 7.2 above, the Employee hereby irrevocably authorises the Company to appoint some person in the Employee’s stead to do all such things and execute all such documents as may be necessary for or incidental to granting to the Company, any Associated Company or the Group the full benefit of this paragraph and the power of attorney referred to in this clause shall be effective for that purpose.

7.4 Nothing in this paragraph shall oblige the Company, any Associated Company or the Group to seek patent or other protection for any Intellectual Property or to exploit any Intellectual Property.

Inventions

7.5 If at any time during the Employee’s employment the Employee (whether alone or jointly with any other person or persons) make any invention which relates either directly or indirectly to the Business, the Employee will promptly disclose to the Company all details of such invention to enable the Company to determine whether or not, applying the provisions of section 39 of the Patents Act 1977, it is the Company’s property. The Employee hereby agrees that all inventions shall be held on constructive trust for the Company until its ownership can be determined.

Page 14 of 19

7.6 If the invention is not the property of the Company or any Associated Company or the Group, the Company shall subject to the provisions of section 7 of the Patents Act 1977 have the right to acquire for itself or its nominee the Employee’s rights in the invention within 6 months after disclosure pursuant to this clause on fair and reasonable terms to be agreed or settled by a single arbitrator.

Copyright

7.7 The Employee will promptly disclose to the Company all copyright works or designs originated, conceived, written or made by the Employee alone or with others (except only those works originated, conceived written or made by the Employee wholly outside the Employee’s normal working hours which are wholly unconnected with the Employee’s employment by the Company, any Associated Company or the Group) and shall hold them in trust for the Company until such rights shall be fully and absolutely vested in the Company.

7.8 The Employee hereby assigns to the Company by way of future assignment all copyright, design right and other proprietary rights (if any) for the full terms thereof throughout the world in respect of all copyright works and designs originated, conceived, written or made by the Employee (except only those works or designs originated, conceived, written or made by the Employee wholly outside the Employee’s normal working hours which are wholly unconnected with the Employee’s employment by the Company, any Associated Company or the Group) during the period of the Employee’s employment by the Company, any Associated Company or the Group.

7.9 The Employee hereby irrevocably and unconditionally waives in favour of the Company any and all moral rights conferred on the Employee by sections 77, 80 and 84 of the Copyright, Designs and Patents Act 1988 in respect of all copyright works created by the Employee or any acts of the Company or any acts of third parties done with the Company’s authority in relation to any Intellectual Property which is the property of the Company by virtue of this paragraph or otherwise.

7.10 The Employee hereby agrees not to register any Intellectual Property used or is proposed to be used by the Company, any Associated Company or the Group, without the consent of the Company, any Associated Company or the Group. Should the Employee breach this clause any application for registration of that Intellectual Property will be regarded as being made in bad faithand if granted would be liable to be declared invalid.

7.11 During the Employee’s employment by the Company, any Associated Company or the Group and at all times thereafter the Employee will (whether by omission or commission) do nothing to affect or imperil the validity of the protection for the Intellectual Property obtained or applied for by the Company, any Associated Company or the Group or its nominee pursuant to this paragraph. The Employee will at the direction and expense of the Company promptly render all assistance within the Employee’s power to enable the Company, any Associated Company or the Group or its nominee to obtain and maintain such protection or to make an application for any extension thereof.

7.12 Rights and obligations under this paragraph shall continue in force after the termination of the Employee’s employment by the Company in respect of Intellectual Property made or discovered during the Employee’s employment by the Company and shall be binding upon the Employee’s heirs and successors, assigns and representatives.

Page 15 of 19

7.13 The Employee acknowledges that the provisions in this paragraph 7 are no more extensive than is reasonable and necessary for the legitimate protection of the Company, any Associated Company or the Group.

8 Publications

8.1 The Employee agrees that he/she will, no later than thirty 30 days prior to submission for publication in any forum (including electronic and on-line), provide the Company with copies of all writings and materials which reference the Company, any Associated Company or the Group or otherwise relate to his/her employment with the Company which he/she proposes to publish during his/her employment with the Company and within 6 months thereafter. The Employee also agrees that he/she will remove or cause to be removed from the writings and materials any Confidential Information (as reasonably determined by the Company in its sole discretion) and/or any reference to the Company, any Associated Company or the Group, upon the Company’s request.

9 Obligations

9.1 The Employee warrants and represents to the Company that his/her employment by the Company and execution and performance of this Agreement does not conflict with any prior obligations to third parties, and the Employee agrees that he/she will not disclose to the Company any proprietary information of any former or concurrent employer, unless consented to by such employer. Any violation of this paragraph by the Employee may result in the termination of his/her employment with the Company.

9.2 The Employee warrants and represents to the Company that he/she does not own or control and will not own or control while he/she is employed by the Company, any right, title or interest in any invention, design, development, improvement, process, software program, work of authorship, trade mark, service mark or technique, whether or not patentable or registrable under copyright or similar statutes, that relates in any manner to, or is useful in, the actual or planned business or products of the Company or relates in any manner to, or is useful in, its actual or anticipated research and development of the Company. If, in contravention of the foregoing, any invention, design, development, improvement, process, software program, work of authorship, trade mark, service mark or technique exists, the Employee grants to the Company, each Associated Company and the Group a perpetual, paid up, worldwide license to such invention, design, development, improvement, process, software program, work of authorship, trade mark, service mark or technique.

9.3 The Employee warrants and represents to the Company that, as provided in Section 306(a) and Section 306(b) of the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 335a(a) and 335a(b)) and/or under any equivalent law within or outside the United States, he/she has not in the past been and/or is not currently (or threatened to be or subject to any pending action, suit, claim investigation or administrative proceeding which could result in him/her being) (i) debarred or (ii) excluded from participation in any federally funded healthcare program or (iii) otherwise subject to any governmental sanction in any jurisdiction (including disqualification from participation in clinical research) that would affect or has affected Employee’s ability to perform his/her obligations under this Agreement or contract of employment or prevent him/her from working for the Company in any capacity in any jurisdiction. Employee hereby confirms that he/she is not on any of the following exclusion lists: (a) Food and Drug Administration Debarment List; (b) General Services Administration

Page 16 of 19

Excluded Parties List System; or (c) Office of Inspector General List of Excluded Individuals/Entities. Employee warrants and represents to the Company that he/she will notify the Company immediately if any of the foregoing occurs or is threatened and that the obligation to provide such notice will remain in effect following the termination of his/her employment with PAREXEL for any reason, voluntary or involuntary. Any violation of this section by Employee may result in the termination of his/her employment with the Company. Immediately upon the request of the Company at any time, Employee will certify to the Company in writing his/her compliance with the provisions of this section.

10 Reasonableness

10.1 The Employee agrees that the provisions of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company, any Associated Company or the Group, based upon a number of factors, including the highly competitive nature of the Business of the Company, each Associated Company and the Group and the knowledge and information to which the Employee will have or has had access during the Employee's employment with the Company.

11 Injunctive Relief

11.1 The Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate. As a result, the Employee agrees that in the event of such a breach or threat of such a breach the Company shall, in addition to any other remedies available to it, have the right to injunctive relief.

12 Governing Law

12.1 This Agreement shall be governed by English law. The parties agree that the courts of England and Wales will have exclusive jurisdiction to resolve any disputes between the parties arising out of or related to this Agreement.

12.2 This Agreement is intended to supplement, and not supersede, any remedies or claims that may be available to the Company, any Associated Company or the Group under applicable law (including, without limitation, pursuant to the Employee's contract of employment with the Company), including any claims asserting misappropriation of trade secrets or unfair trade practices.

13 Entire Agreement

13.1 This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes any conflicting terms of any undertakings and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein.

13.2 This Agreement will take precedence over any undertakings and the provisions of any agreements that are inconsistent with the provisions of this Agreement.

14 Amendment, Modification or Waiver

Page 17 of 19

14.1 No provision of this Agreement may be amended, or modified unless such amendment or modification is in writing, signed by the Employee and by an officer of the Company thereunto duly authorized. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

15 Severability

15.1 In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein.

16 Miscellaneous

16.1 The Employee’s obligations hereunder to the Company shall:

16.1.1 continue in full force and effect in the event that the Employee’s job title, responsibilities, work location or other conditions of his/her employment with the Company change subsequent to the execution of the Agreement, without the need to execute a new Agreement;

16.1.2 apply equally to any of the Company’s current and future subsidiaries, affiliates, divisions, successors and assigns for which the Employee performs services or about or from which Employee has access to Confidential Information; and

16.1.3 survive the termination of his/her employment with the Company.

16.2 If the Employee breaches any of the covenants set forth in this Agreement, he/she agrees to pay to the Company all reasonable costs (including reasonable legal costs) incurred by the Company, any Associated Company or the Group in establishing that breach and in otherwise enforcing any of the covenants or provisions of this Agreement.

16.3 The Employee specifically authorizes the Company to notify any subsequent employers or prospective employers of the Employee of the restrictions on Employee contained in this Agreement and of any concerns the Company may have about actual or possible conduct by the Employee that may be in breach of this Agreement.

16.4 This Agreement shall be binding upon and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties hereto. It may not be changed orally, but only in writing signed by the party against whom enforcement of any such change is sought. It is agreed that a waiver by either party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the same party.

16.5 The Company and the Employee agree that section 1(1) of the Contracts (Rights of Third Parties) Act 1999 shall apply to this Agreement to the extent (but no more) that any Third Party shall be entitled to enforce and take the benefit of those clauses of this Agreement which expressly refer to that Third Party.

Page 18 of 19

DELIVERY AS A DEED

The execution of this document by or on behalf of a party shall constitute an authority to solicitors acting on behalf of any party to date it and deliver it as a deed.

IN WITNESS whereof this Agreement has been executed as a deed and delivered the day and year first above written.

EXECUTED and DELIVERED AS A DEED

for and on behalf of the Company, each

Associated Company and the Group

By: Douglas A. Batt    /s/ Douglas A. Batt    

In the presence of

Name        ………………………………………….……..

Signature    ………………………………………….……..

Address    ………………………………………….……..

………………………………………….……..

Occupation    ………………………………………….…….

EXECUTED and DELIVERED AS A DEED

By: Dr. Anita M. Cooper /s/ Anita M. Cooper

In the presence of

Name        ………………………………………….……..

Signature    ………………………………………….……..

Address    ………………………………………….……..

………………………………………….……..

Occupation    ………………………………………….…….

Page 19 of 19

EX-10.4

KEY EMPLOYEE AGREEMENT

This Key Employee Agreement (the "Agreement") is made and entered into effective as of November 1, 2012 by and between PAREXEL International Corporation (including its subsidiaries and affiliates, the "Company"), and Gadi Saarony ("Employee").

Whereas, Employee acknowledges that, as a result of his senior position with the Company, he has and/or will have access to strategic business information and other Confidential Information as that term is defined in this Agreement; and

Whereas, Employee acknowledges that the Company is engaged in a business that is highly competitive worldwide and that competition by Employee in that business or solicitation of business relations in competition with the Company during his employment and after his employment terminates would necessarily involve Employee’s use of the Company’s Confidential Information to which Employee was given access as an employee of the Company and would otherwise constitute unfair competition and would severely injure the Company.

Whereas, Employee acknowledges and agrees that, by virtue of Employee’s senior position and responsibilities with the Company, Employee has access to the Company’s current, former and prospective customers, clients, suppliers and/or business relations, including Confidential Information relating to such customers, clients, suppliers and/or business relations, and has generated goodwill belonging to the Company with such customers, clients, suppliers and/or business relations which would cause great and irreparable harm to the Company if used on behalf of any other person or entity.

Whereas, Employee acknowledges and agrees that, by virtue of Employee’s senior position and responsibilities with the Company, Employee has access to Confidential Information regarding Company personnel and that Employee has developed and/or will develop relationships with co-workers, and also that Employee is and/or will be in a position to exert undue influence over his co-workers, solely as a result of Employee’s employment with the Company.

Whereas, Employee acknowledges the following good, valuable and sufficient consideration Employee is receiving in exchange for Employee entering in to this Agreement, for which Employee would not otherwise be eligible if Employee did not execute this Agreement: (i) Employee’s continued employment in good standing as a member of the Company’s senior management; (ii) Employee’s right to participate in, and continued participation in, any Company bonus or incentive plan; (iii) Employee’s eligibility under this Agreement for salary continuation during the Non-Competition Period (as set forth in Section 5 below); (iv) to the extent applicable, in consideration for this Agreement’s superseding any prior agreement with the Company regarding the subject matter hereof; (v) Employee’s merit salary increase on or about November 2012; and (vi) a one-time payment to Employee in the amount of one hundred dollars.

Now, therefore, in exchange for the above consideration, Employee agrees as follows:

1.     Devotion of Services

Employee agrees to devote his best efforts to the services of the Company in such capacity as the Company from time to time shall direct and agrees to comply with PAREXEL’s policies, practices and Code of Business Conduct and Ethics at all times. Employee warrants and represents that he is not subject to any restrictive covenant (non-competition, non-solicitation, confidentiality, or other obligation) with any third party that would prevent Employee from performing his job duties for the Company.

2.    Confidentiality

(a) Employee agrees that he shall not at any time, without the prior written consent of the Company, disclose or use (except in the course of his employment with the Company and solely in furtherance of the interests of the Company and its subsidiaries or affiliates) any confidential or proprietary information belonging to the Company, including, but not limited to, business plans and strategy, customer lists, pricing information, sales information, records, data, documents, specifications, inventions, research, policies, processes, creative projects, methods and intangible

1

rights, trade secrets, computer software, source code, marketing techniques and arrangements, personnel information, information about the Company's active and prospective customers, clients, and other business relationships, or any non-public operational, business or financial information relating to the Company or any of its subsidiaries or affiliates or relating to any third party (all of such information being hereinafter collectively referred to as "Confidential Information"). Notwithstanding the foregoing, the term "Confidential Information" shall not include information which (i) is already known to Employee prior to its disclosure to Employee by the Company; (ii) is or becomes generally available to the public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through no action by Employee; or (iv) is received by Employee from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure. The absence of any marking or statement that any particular information is Confidential Information shall not affect its status as Confidential Information. Employee acknowledges and agrees that the Confidential Information he obtains or becomes aware of as a result of his employment with the Company is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that Employee is required to protect and not disclose such information.

(b) Employee agrees that he shall not disclose any information belonging to third parties, including, without limitation, current, former and/or prospective customers and vendors of the Company, that is disclosed to Employee as a representative of the Company under an obligation of confidentiality.    

(c) Employee agrees that, upon the termination of his employment for any reason, and immediately upon request of the Company at any time, he will promptly return (and shall not delete, destroy or modify) all property, including any originals and all copies of any documents, whether stored on computers or in hard copy, obtained from the Company, or any of its current, former or prospective customers or vendors, whether or not Employee believes it qualifies as Confidential Information.  Such property shall include everything obtained during and as a result of Employee’s employment with the Company, other than documents related to Employee’s compensation and benefits, such as pay stubs and benefit statements. In addition, Employee shall also return any phone, facsimile, printer, computer, or other items or equipment provided by the Company to Employee to perform his employment responsibilities during his employment with the Company. Employee agrees that he shall not access or attempt to access the Company’s computer systems after the termination of Employee’s employment with the Company. Employee further agrees that he does not have a right of privacy to any communications sent through the Company’s electronic communications systems (including, without limitation, emails, phone calls and voicemail) and that the Company may monitor, retain, and review all such communications in accordance with applicable law.

3.    Non-Solicitation of Customers and Other Business Relations

Employee agrees that while he is employed by the Company and during the twelve (12) months immediately following the termination of his employment (“Non-Solicitation Period”) for any reason, whether voluntarily or involuntarily, Employee shall not, directly or indirectly:

(a) induce or attempt to induce (including, without limitation, by soliciting business from or performing services for), any such customer, client, supplier, licensee or business relation of the Company with whom Employee or any of Employee’s reports interacted, or about whom Employee had access to Confidential Information (i) to do business with any Competing Business as defined in Section 5(b) below, that provides products or services similar to or competitive with those provided the Company, (ii) to cease doing business with the Company, (iii) to reduce the level of business he performs with the Company, or (iv) to divert marketing or other resources away from the Company; or

(b) in any way interfere with the relationship between the Company and any of its customers, clients, suppliers, licensors, or other business relations.

4.    Non-Solicitation of Employees

    Employee agrees that while he is employed by the Company and during the twelve (12) months immediately following the termination of his employment for any reason, whether voluntarily or involuntarily, Employee shall not,

2

directly or indirectly, solicit, hire, offer employment to, or in any manner encourage employees of the Company to leave employment with PAREXEL or otherwise violate their obligations to the Company.

5.    Non-Competition

Employee agrees that while he is employed by the Company and during the twelve (12) months immediately following the termination of his employment (“Non-Competition Period”) for any reason, whether voluntarily or involuntarily, Employee shall not directly or indirectly, as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever:

    (a)    engage in, become financially interested in, be employed by or have any business or professional connection with any Competing Business (as hereinafter defined) in any country worldwide in which the Company has an office or clinical research facility, provided, however, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two (2) percent of any class of stock or securities of such corporation.

(b)    For purposes of this Section 5 and throughout this Agreement, a "Competing Business" shall mean any person, entity, or company, including any division, department or affiliate thereof, which offers products or services (including any new products or services being developed or researched by the Company prior to and as of the Termination Date) in connection with the research, development and/or commercialization of pharmaceutical products, biotechnology products and/or medical devices, including, without limitation, clinical research; clinical trial management; clinical pharmacology; laboratory research; data collection, management, processing, analysis and/or reporting; biostatistics; clinical logistics; consulting and regulatory affairs; commercialization; reimbursement and market access; medical communication; medical imaging; and software, electronic and technology solutions relating to the above.

(c)    The Company shall pay to the Employee for the duration of the period of the Non-Competition Period salary continuation at the rate of Employee’s base salary at the time of Employee’s termination (and will not include any bonuses, commissions, or other forms of compensation), less lawful deductions. Such salary continuation payments will be made in accordance with the Company's usual payroll practices. The payment of any salary continuation amounts by the Company pursuant to this Section 5 is contingent upon Employee executing and abiding by a separation agreement including, but not limited to, a general release of claims against the Company, its affiliates and representatives, the form and language of which shall be determined by the Company in its sole discretion.

(d)     Notwithstanding the provisions of subparagraph 5(c) above, the Company may, at its entire discretion, release the Employee from the non-competition restrictions of this Section 5 at any time (whether before the commencement of or during the Non-Competition Period), in which case its obligations to make salary continuation payments pursuant to subparagraph 5(c) shall cease immediately.  Such release of the non-competition restrictions of this Section 5 made by the Company, will not waive, terminate or otherwise affect any other clauses or obligations upon the Employee under the Agreement.

(e)    Any severance payments that Employee is entitled to, eligible for or does receive under any contract with the Company or any plan sponsored by the Company shall be offset against and reduced by any payment(s) for which Employee is eligible under this Agreement.

6.    Developments

(a)    If Employee (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice (herein “Generates” or are “Generated”) any Developments (as defined below), such Developments, and all of his rights and interests therein and all of his records relating to such Developments, shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and shall deliver to the Company all of his records relating to each such Development. Employee hereby assigns to the Company any and all rights (including, but not limited to, any rights under patent law, copyright law and/or other similar laws in any

3

country) that he has or may have or may acquire in the Developments, without further compensation. All Developments which are copyrightable works shall be works made for hire.

(b)    “Developments” means any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that (1) are Generated while Employee is employed by the Company and relates to or is useful in the actual or planned business of the Company or any of the products or services being developed, manufactured, sold and/or provided by the Company, (2) result from tasks assigned to Employee by the Company or tasks within Employee’s scope of responsibility, or (3) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company. Employee acknowledges that any Developments Generated during his employment, prior to the date of this Agreement, are the sole and absolute property of Company and the terms of this Agreement shall apply to such Developments.

(c)    Employee will, upon the Company’s request, without further compensation but at the Company’s expense, during and after his employment, promptly execute specific assignments of title to the Company and take such further acts as requested by the Company to confirm, secure, perfect, protect, enforce and/or transfer the Company’s right, title and interest in and to such Developments. Such acts may include, but are not limited to, Employee’s execution and delivery of documents and instruments and his assistance and cooperation in the registration and enforcement of applicable patents, copyrights or other forms of protection or other legal proceedings. If, at any time, Employee’s cooperation is required to enable the Company to secure, perfect, protect, enforce or transfer its right, title or interest in any Development and Employee fails to respond within fourteen (14) calendar days to a written request from the Company for action sent by PAREXEL to the last address for Employee maintained by the Company, Employee hereby appoints PAREXEL as his attorney, and grants PAREXEL his power of attorney to execute in good faith, commercially reasonable applications, releases, assignments, or other documents or agreements reasonably required to secure, perfect, protect, enforce or transfer the Company’s right, title or interest.

7.     Publications

Employee agrees that he will, no later than thirty (30) days prior to submission for publication in any forum (including electronic and on-line), provide the Company with copies of all writings and materials which reference PAREXEL or otherwise relate to his employment with the Company which he proposes to publish during his employment with the Company and within six (6) months immediately following the termination of his employment for any reason, whether voluntarily or involuntarily. Employee also agrees that he will remove or cause to be removed from the writings and materials any Confidential Information (as reasonably determined by the Company in its sole discretion) and/or any reference to PAREXEL, upon the Company’s request.

8.    Reasonableness

Employee agrees that the limitations set forth in this Agreement are reasonable given the highly competitive nature of the Company's business and are required for the Company's protection based upon numerous factors, including the knowledge and information to which Employee will have or has had access during Employee's employment with the Company.

9.     Injunctive Relief

Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate. As a result, Employee agrees that in the event of such a breach or threat of such a breach the Company shall, in addition to any other remedies available to it, have the right to injunctive relief, without the necessity of posting a bond.

10.     Governing Law, Forum and Jury Waiver

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to its principles of conflict of laws. The parties agree that any action or proceeding with respect to this Agreement and

4

Employee’s employment shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts, and Employee voluntarily submits to the exclusive jurisdiction over Employee's person by a court of competent jurisdiction located within the Commonwealth of Massachusetts. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the Commonwealth of Massachusetts, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby expressly waive their right to a jury trial for any claim relating to his rights or obligations under this Agreement. This Agreement is intended to supplement, and not supersede, any remedies or claims that may be available to the Company under applicable law, including any claims asserting misappropriation of trade secrets or unfair trade practices.

11.     Entire Agreement

This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings, promises and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein.

12.     Amendment, Modification or Waiver

No provision of this Agreement may be amended, or modified unless such amendment or modification is in writing, signed by Employee and by a duly authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

13.     Severability

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear.

14.     Prior Obligations

    (a)    Employee warrants and represents to the Company that his employment by the Company and execution and performance of this Agreement does not conflict with any prior obligations to third parties, and Employee agrees that he will not disclose to the Company any proprietary information of any former or concurrent employer, unless consented to by such employer. Any violation of this Section 14(a) by Employee may result in the immediate termination of his employment with the Company.

(b)    Employee warrants and represents to the Company that he does not own or control and will not own or control while he is employed by the Company, any right, title or interest in any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that relates in any manner to, or is useful in, the actual or planned business or products of the Company or relates in any manner to, or is useful in, its actual or anticipated research and development of the Company. If, in contravention of the foregoing, any invention, design, development, improvement, process, software program, work of authorship, trademark or technique exists, Employee grants to the company a perpetual, paid up, worldwide license to such invention, design, development, improvement, process, software program, work of authorship, trademark or technique.

15.     Debarment/Exclusion

Employee hereby certifies to the Company that, as provided in Section 306(a) and Section 306(b) of the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 335a(a) and 335a(b)) and/or under any equivalent law within or

5

outside the United States, he has not in the past been and/or is not currently (or threatened to be or subject to any pending action, suit, claim investigation or administrative proceeding which could result in him being) (i) debarred or (ii) excluded from participation in any federally funded healthcare program or (iii) otherwise subject to any governmental sanction in any jurisdiction (including disqualification from participation in clinical research) that would affect or has affected Employee’s ability to perform his obligations under this Agreement or his employment or prevent him from working for the Company in any capacity in any jurisdiction. Employee hereby confirms that he is not on any of the following exclusion lists: (a) Food and Drug Administration Debarment List; (b) General Services Administration Excluded Parties List System; or (c) Office of Inspector General List of Excluded Individuals/Entities. Employee warrants and represents to the Company that he will notify the Company immediately if any of the foregoing occurs or is threatened and that the obligation to provide such notice will remain in effect following the termination of his employment with PAREXEL for any reason, voluntary or involuntary. Any violation of this section by Employee may result in the termination of his employment with the Company. Immediately upon the request of the Company at any time, Employee will certify to the Company in writing his compliance with the provisions of this section.

16.     Miscellaneous

(a)    Nothing in this Agreement shall be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company shall continue to employ Employee, and the Agreement shall not affect in any way the right of the Company to terminate the employment of Employee at any time and for any reason. By Employee's execution of this Agreement, Employee acknowledges and agrees that Employee's employment is "at will."

(b)    Employee’s obligations hereunder shall continue in full force and effect in the event that Employee’s job title, responsibilities, work location or other conditions of his employment with the Company change subsequent to the execution of the Agreement, without the need to execute a new Agreement.

(c)     Employee’s obligations hereunder to the Company shall apply equally to any of the Company’s current and future subsidiaries, affiliates, divisions, successors and assigns for which Employee performs services or about or from which Employee has access to Confidential Information. The Company may assign this Agreement to any subsidiary, affiliate, successor, or any entity acquiring all or substantially all of the assets of the Company.

(d)     Employee's obligations hereunder shall survive the termination of his employment with PAREXEL for any reason, voluntary or involuntary.

(e)     If Employee breaches or threatens to breach any of the covenants set forth in this Agreement, he agrees to pay all reasonable costs (including reasonable attorneys’ fees) incurred by the Company in establishing that breach, squelching that threat to breach, seeking injunctive relief, and/or in otherwise enforcing any of the covenants or provisions of this Agreement.

(f)    In the event that Employee breaches any of the provisions of Sections 3, 4 or 5 of this Agreement, to the extent permitted by law, the Non-Solicitation Period and/or Non-Competition Period (as applicable) shall be tolled until such breach has been duly cured.

    (g)    Employee agrees to provide a copy of this Agreement to any subsequent employers or prospective employers during the Non-Solicitation Period and/or Non-Competition Period. Employee specifically authorizes the Company to notify any subsequent employers or prospective employers of Employee of the restrictions on Employee contained in this Agreement and of any concerns the Company may have about actual or possible conduct by Employee that may be in breach of this Agreement. Employee agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever during the Non-Competition Period. Such notice must be provided prior to the commencement of any such services or work.

6

    (h)     This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement of any such change is sought. It is agreed that a waiver by either party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the same party.

    Intending to be legally bound hereby, Employee has signed this Agreement under seal, as of the date set forth below under his signature:

EMPLOYEE                     PAREXEL International Corporation

/s/ Gadi Saarony            /s/ Douglas A. Batt                

Gadi Saarony                    Name: Douglas A. Batt            

Title: Senior Vice President and General Counsel

Date: __November 15, 2012_______        Date: __November 15, 2012_______

7

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Josef H. von Rickenbach, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of PAREXEL International Corporation;

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 registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date:	February 1, 2013	By: /s/ Josef H. von Rickenbach
		Josef H. von Rickenbach
		(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I,  James F. Winschel, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of PAREXEL International Corporation;

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 registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date:	February 1, 2013	By: /s/ James F. Winschel, Jr.
		James F. Winschel, Jr.
		(principal financial officer)

EX-32.1

Exhibit 32.1

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 Quarterly Report on Form 10-Q of PAREXEL International Corporation (the “Company”) for the period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Josef H. von Rickenbach, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(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.

Date:	February 1, 2013	By: /s/ Josef H. von Rickenbach
		Josef H. von Rickenbach
		Chairman of the Board and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to PAREXEL International Corporation and will be retained by PAREXEL International Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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 Quarterly Report on Form 10-Q of PAREXEL International Corporation (the “Company”) for the period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James F. Winschel, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(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.

Date:	February 1, 2013	By: /s/ James F. Winschel, Jr.
		James F. Winschel, Jr.
		Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to PAREXEL International Corporation and will be retained by PAREXEL International Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Commitments, Contingencies And Guarantees (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Commitments, Contingencies And Guarantees [Line Items]
Purchase obligations with various vendors	$ 44.9
Letter-Of-Credit [Member]
Commitments, Contingencies And Guarantees [Line Items]
Line of credit	$ 9.0

XML

Restructuring Charges (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2012
Restructuring Charges [Abstract]
Expected total cost of the plan	$ 15,423
Number of managerial and staff positions eliminated	150

XML

Fair Value Measurements (Tables)

6 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Schedule Of Fair Value Hierarchy, Assets (Liabilities) Carried At Fair Value

(in thousands)	Level 1		Level 2			Level 3		Total
Marketable securities	$	92,442	$	—		$	—	$	92,442
Interest rate derivative instruments	—		(6,990		)	—		(6,990		)
Foreign currency exchange contracts	—		768			—		768
Total	$	92,442	$	(6,222	)	$	—	$	86,220

(in thousands)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	81,123	$	—		$	—	$	81,123
Interest rate derivative instruments	—		(6,959		)	—		(6,959		)
Foreign currency exchange contracts	—		(2,910		)	—		(2,910		)
Total	$	81,123	$	(9,869	)	$	—	$	71,254

XML

Derivatives (Schedule Of Change In The Fair Value Of Derivatives Not Designated As Hedging Instruments) (Details) (Derivatives Not Designated As Hedging Instruments [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives not designated as hedging instruments	$ (224)	$ 1,347	$ 307	$ (4,375)
Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives not designated as hedging instruments	(998)	2,297	434	(1,260)
Cross-Currency Interest Rate Swap Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives not designated as hedging instruments	$ 774	$ (950)	$ (127)	$ (3,115)

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2012
Income Tax Holiday [Line Items]
ProformaIncomeTaxBenefitDueToReinstatedTaxProvision			$ 1.5
Gross unrecognized tax benefits	50.0		50.0		53.8
Gross unrecognized tax benefits that would impact the effective tax rate if recognized	15.5		15.5		10.0
Net decrease in liability for unrecognized tax benefits for uncertain tax positions			(3.8)
Anticipated liability decrease for unrecognized tax benefits for uncertain tax positions	4.3		4.3
Interest and penalties included in liability for unrecognized tax benefits	5.3		5.3		6.1
Interest and penalties included in income tax expense			$ 0.8	$ 0.7
Effective income tax rate	31.70%	31.20%	37.90%	31.60%

XML

Comprehensive Income

6 Months Ended

Dec. 31, 2012

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Comprehensive Income

COMPREHENSIVE INCOME

Comprehensive income has been calculated in accordance with FASB ASC 220, “Comprehensive Income.” Comprehensive income was as follows:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Net income	$	21,343		$	12,940		$	36,407		$	22,501
Unrealized gain (loss) on derivative instruments	(362		)	72			(50		)	(1,125		)
Currency translation adjustments	6,640			(11,948		)	20,200			(44,171		)
Comprehensive income (loss)	$	27,621		$	1,064		$	56,557		$	(22,795	)

The unrealized gain (loss) on derivative instruments is net of $0.1 million and $0.1 million of taxes for the three and six months ended December 31, 2012, respectively; and net of $0.0 million and $0.4 million of taxes for the three and six months ended December 31, 2011, respectively.

XML

Fair Value Measurements (Schedule Of Fair Value Hierarchy, Assets (Liabilities) Carried At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified									6 Months Ended
	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2012 Fair Value, Inputs, Level 1 [Member]	Jun. 30, 2012 Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 2 [Member]	Jun. 30, 2012 Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 3 [Member]	Jun. 30, 2012 Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2012 Maximum [Member]	Dec. 31, 2012 Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Held-to-maturity Securities, Fair Value	$ 92,442		$ 92,442		$ 0		$ 0
Cash Equivalents		81,123		81,123		0		0
Interest Rate Derivative Instruments	(6,990)	(6,959)	0	0	(6,990)	(6,959)	0	0
Foreign Currency Exchange Contracts	768	(2,910)	0	0	768	(2,910)	0	0
Total	$ 86,220	$ 71,254	$ 92,442	$ 81,123	$ (6,222)	$ (9,869)	$ 0	$ 0
Marketable securities maturity period									one year	90 days

XML

Acquisition, Goodwill and Intangibles Acquired Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2012	Dec. 21, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets		$ 32,900
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		22,100
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	11 years
Technology & Other Intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		7,800
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		2,800
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Order or Production Backlog [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		$ 200
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	1 year

XML

Acquisition, Goodwill and Intangibles Net Purchase Price and Preliminary Allocation for Acquisition (Details) (USD $) In Thousands, unless otherwise specified	Dec. 21, 2012
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 74,692
Accounts receivable	9,286
Other current assets	398
Property and equipment	1,628
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	32,900
Business Acquisition, Purchase Price Allocation, Goodwill Amount	51,118
Total assets acquired	95,330
Current liabilities	5,346
Deferred revenue, current	3,591
Deferred tax liabilities	11,701
Total liabilities assumed	20,638
Net assets acquired:	$ 74,692

XML

Equity and Earnings Per Share (Computation Of Basic And Diluted Earnings Per Common Share) (Details) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Jan. 30, 2013	Jun. 30, 2012
Class of Stock [Line Items]
Entity Common Stock, Shares Outstanding					58,136,100
Preferred Stock, Shares Authorized	5,000,000		5,000,000			5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01			$ 0.01
Preferred Stock, Shares Outstanding	0		0			0
Common Stock, Shares Authorized	150,000,000		150,000,000			75,000,000
Common Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01			$ 0.01
Common Stock, Shares, Outstanding	58,103,066		58,103,066			60,147,007
Net income attributable to common stock	$ 21,343,000	$ 12,940,000	$ 36,407,000	$ 22,501,000
Weighted average number of shares outstanding, used in computing basic earnings per share	58,671,000	59,265,000	59,391,000	59,154,000
Dilutive common stock equivalents	968,000	984,000	1,021,000	1,010,000
Weighted average number of shares outstanding used in computing diluted earnings per share	59,639,000	60,249,000	60,412,000	60,164,000
Basic earnings per share	$ 0.36	$ 0.22	$ 0.61	$ 0.38
Diluted earnings per share	$ 0.36	$ 0.21	$ 0.60	$ 0.37
Anti-dilutive options (excluded from the calculation of diluted earnings per share)	357,000	2,598,000	542,000	2,073,000
2012 Stock Repurchase Plan [Member]
Class of Stock [Line Items]
Stock Repurchase Program Authorized Amount			200,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount			100,000,000
Accelerated Share Repurchase [Member]
Class of Stock [Line Items]
Treasury Stock, Value, Acquired, Cost Method			$ 50,000,000
Treasury Stock, Shares, Acquired			1,328,462
Percent of advance payment under accelerated share repurchase agreement			80.00%
Treasury Stock, Value, Acquired, Average Cost Per Share			$ 30.11
Open Market Repurchases [Member]
Class of Stock [Line Items]
Treasury Stock, Shares, Acquired			1,613,388
Treasury Stock, Value, Acquired, Average Cost Per Share			$ 31.01

XML

Comprehensive Income (Schedule Of Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net income	$ 21,343	$ 12,940	$ 36,407	$ 22,501
Unrealized (loss) gain on derivative instruments	(362)	72	(50)	(1,125)
Foreign currency translation	6,640	(11,948)	20,200	(44,171)
Comprehensive income (loss)	27,621	1,064	56,557	(22,795)
Unrealized (loss) gain on derivative instruments, taxes	$ 128	$ 0	$ 55	$ 400

XML

Equity and Earnings Per Share

6 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Equity and Earnings Per Share

EQUITY AND EARNINGS PER SHARE

We have authorized 5 million shares of preferred stock at $0.01 par value. As of December 31, 2012 and June 30, 2012, we had no preferred shares issued and outstanding.

As of December 31, 2012 and June 30, 2012, we have authorized 150 million and 75 million shares of common stock with a $0.01 par value, respectively. As of December 31, 2012 and June 30, 2012, we had 58,103,066 and 60,147,007 shares issued and outstanding, respectively.

In December 2012, we increased the maximum number of shares available for awards under our 2010 Stock Incentive Plan from 2 million to 5 million shares.

We compute basic earnings per share by dividing net income for the period by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding stock options and restricted stock awards/units. The following table outlines the basic and diluted earnings per common share computations:

(in thousands, except per share data)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Net income attributable to common stock	$	21,343	$	12,940	$	36,407	$	22,501
Weighted average number of shares outstanding, used in computing basic earnings per share	58,671		59,265		59,391		59,154
Dilutive common stock equivalents	968		984		1,021		1,010
Weighted average number of shares outstanding used in computing diluted earnings per share	59,639		60,249		60,412		60,164
Basic earnings per share	$0.36		$0.22		$0.61		$0.38
Diluted earnings per share	$0.36		$0.21		$0.60		$0.37
Anti-dilutive equity instruments (excluded from the calculation of diluted earnings per share)	357		2,598		542		2,073

Share Repurchase Plan

In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200 million of our common stock to be financed with cash on hand, cash generated from operations, existing credit facilities, or new financing.  There is no set expiration date for the Program. The Program does not obligate us to acquire any particular dollar value or number of shares of common stock, and it can be modified, extended, suspended or discontinued at any time. 

In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), for an aggregate purchase price of $50 million.  Pursuant to the Agreement, on September 20, 2012, we paid $50 million to JPMorgan and received from JPMorgan 1,328,462 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $30.11 per share, which was the closing price of the common stock on September 17, 2012. These repurchased shares have been cancelled and restored to the status of authorized and unissued shares. At Agreement maturity, in approximately five to six months after the date we entered into the Agreement, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall. If the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. We recorded the $50 million payment to JPMorgan as a decrease to equity in our consolidated balance sheet, consisting of decreases in common stock and additional paid-in capital.

In addition, during the six months ended December 31, 2012, we purchased 1,613,388 shares in the open market at fair value under the Program at an average price of $31.01 per share. As of December 31, 2012, approximately $100.0 million remained available under the Program for the purchase of additional shares.

XML

Stock-Based Compensation (Classification Of Compensation Expense Within Consolidated Statements Of Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 2,699	$ 2,862	$ 5,435	$ 5,485
Direct Costs [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	399	526	779	929
Selling, General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 2,300	$ 2,336	$ 4,656	$ 4,556

XML

Derivatives (Schedule Of Notional Amounts And Fair Values Of Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Jun. 30, 2012
Derivatives, Fair Value [Line Items]
Notional Amount	$ 386,522	$ 319,326
Asset (Liability)	(6,222)	(9,869)
Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	116,189	144,220
Asset (Liability)	(4,450)	(4,757)
Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	270,333	175,106
Asset (Liability)	(1,772)	(5,112)
Interest Rate Contract [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset		0
Interest Rate Contract [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(2,319)	(2,415)
Derivative Asset, Fair Value, Gross Asset		0
Derivative Liability, Notional Amount	150,000	150,000
Cross Currency Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	0	(2,697)
Derivative Asset, Fair Value, Gross Asset	151	0
Derivative Liability, Notional Amount	0	25,106
Derivative Asset, Notional Amount	27,715	0
Cross-Currency Interest Rate Swap Contracts [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(4,671)	(4,544)
Derivative Liability, Notional Amount	45,238	43,405
Foreign Exchange Contracts [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(222)	(213)
Derivative Asset, Fair Value, Gross Asset	443
Derivative Liability, Notional Amount	6,336	100,815
Derivative Asset, Notional Amount	64,615	0
Foreign Exchange Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(825)	0
Derivative Asset, Fair Value, Gross Asset	1,221
Derivative Liability, Notional Amount	22,016
Derivative Asset, Notional Amount	$ 70,602	$ 0

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Jun. 30, 2012
ASSETS
Cash and cash equivalents	$ 204,103	$ 213,579
Marketable Securities	92,442	0
Billed and unbilled accounts receivable, net	645,793	649,217
Prepaid expenses	20,468	20,657
Deferred tax assets	36,908	37,159
Income taxes receivable	2,110	0
Other current assets	29,187	22,352
Total current assets	1,031,011	942,964
Property and equipment, net	211,824	207,778
Goodwill	309,920	255,455
Other intangible assets, net	97,040	70,004
Non-current deferred tax assets	9,555	13,885
Long-term income taxes receivable	11,596	15,585
Other assets	26,704	26,485
Total assets	1,697,650	1,532,156
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable and current portion of long-term debt	107,403	5,003
Accounts payable	48,914	50,783
Deferred revenue	361,614	331,488
Accrued expenses	41,021	44,780
Accrued employee benefits and withholdings	114,669	120,368
Current deferred tax liabilities	18,148	14,998
Income taxes payable	0	3,644
Other current liabilities	13,557	12,310
Total current liabilities	705,326	583,374
Long-term debt, net of current portion	274,465	211,784
Non-current deferred tax liabilities	33,992	24,678
Long-term income tax liabilities	48,090	50,008
Long-term deferred revenue	29,091	28,226
Other liabilities	25,936	24,411
Total liabilities	1,116,900	922,481
Stockholders' equity:
Preferred stock $0.01 par value; shares authorized: 5,000,000; none issued and outstanding	0	0
Common stock $0.01 par value; shares authorized: 150,000,000 and 75,000,000 at December 31, 2012 and June 30, 2012, respectively; shares issued and outstanding: 58,103,066 and 60,147,007 at December 31, 2012 and June 30, 2012, respectively	581	601
Additional paid-in capital	194,073	279,535
Retained earnings	395,085	358,678
Accumulated other comprehensive (loss) income	(8,989)	(29,139)
Total stockholders' equity	580,750	609,675
Total liabilities and stockholders' equity	$ 1,697,650	$ 1,532,156

XML

Basis Of Presentation

6 Months Ended

Dec. 31, 2012

Basis Of Presentation [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of PAREXEL International Corporation (“PAREXEL,” “the Company,” “we,” “our” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company's financial position and results of operations as of December 31, 2012 and for the three and six months ended December 31, 2012 and 2011 have been included. Operating results for the three and six months ended December 31, 2012 are not necessarily indicative of the results that may be expected for other quarters or the entire fiscal year. For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012 10-K”) filed with the Securities and Exchange Commission on August 27, 2012.

We reclassified $10.4 million of non-current deferred tax assets to current deferred tax assets for the period ended June 30, 2012. This change had no impact to total deferred tax assets. We also reclassified $3.2 million of deferred financing costs from other assets to long-term debt, net of current portion for the period ended June 30, 2012 as a contra-debt balance. The Company evaluated the quantitative and qualitative aspects of these adjustments and determined the corrections were not material. These reclassifications had no impact on the Company’s results of operations or statement of cash flow for the fiscal year ended June 30, 2012.

Recently Issued Accounting Standards

In June 2011, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 also requires that reclassifications from other comprehensive income to net income be presented on the face of the financial statements. We adopted ASU 2011-05 in the first quarter of our Fiscal Year 2013, with the exception of the presentation of reclassifications on the face of the financial statements, which has been deferred by the FASB under ASU No. 2011-12, Comprehensive Income (Topic 820): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income. Our adoption of ASU 2011-05 did not have a material impact on our consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires companies to disclose information about offsetting and related arrangements to enable readers of their financial statements to understand the effects of those arrangements on its financial position. ASU 2011-11 is effective for fiscal years beginning after January 1, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 amends Topic 350 to allow a company to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. A company would not be required to determine the fair value of the indefinite-lived intangible unless the entity determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

XML

Restructuring Charges (Schedule Of Charges Against The Restructuring Accrual) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			$ 7,774
Provisions/Adjustments	(108)	1,162	(418)	3,862
Payments/Foreign Currency Exchange			(2,201)
Balance at December 31, 2012	5,155		5,155
2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Provisions/Adjustments	(108)	2,157	(418)	4,876
2011 Restructuring Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			1,884
Provisions/Adjustments	(44)	1,727	(159)	3,412
Payments/Foreign Currency Exchange			(1,367)
Balance at December 31, 2012	358		358
2011 Restructuring Plan [Member] | Facilities-Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			3,663
Provisions/Adjustments	(64)	430	(259)	1,464
Payments/Foreign Currency Exchange			(595)
Balance at December 31, 2012	2,809		2,809
2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Provisions/Adjustments	0	(995)	0	(1,014)
2010 Restructuring Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Provisions/Adjustments	0	(965)	0	(984)
2010 Restructuring Plan [Member] | Facilities-Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			642
Provisions/Adjustments	0	(30)	0	(30)
Payments/Foreign Currency Exchange			(84)
Balance at December 31, 2012	558		558
Pre-2010 Plans [Member] | Facilities-Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			1,585
Provisions/Adjustments			0
Payments/Foreign Currency Exchange			(155)
Balance at December 31, 2012	$ 1,430		$ 1,430

XML

Restructuring Charges (Tables)

6 Months Ended

Dec. 31, 2012

Restructuring Charges [Abstract]

Schedule Of Charges Against The Restructuring Accrual

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
2011 Restructuring Plan
Employee severance	$	(44	)	$	1,727		$	(159	)	$	3,412
Facilities-related and other	(64		)	430			(259		)	1,464
Total 2011 Plan	$	(108	)	$	2,157		$	(418	)	$	4,876
2010 Restructuring Plan
Employee severance	$	—		$	(965	)	$	—		$	(984	)
Facilities-related	—			(30		)	—			(30		)
Total 2010 Plan	$	—		$	(995	)	$	—		$	(1,014	)
Total All Plans	$	(108	)	$	1,162		$	(418	)	$	3,862

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

(in thousands)	Balance at		Provisions/ Adjustments			Payments/Foreign Currency Exchange			Balance at
	June 30, 2012								December 31, 2012
2011 Restructuring Plan
Employee severance costs	$	1,884	$	(159	)	$	(1,367	)	$	358
Facilities-related charges and other	3,663		(259		)	(595		)	2,809
2010 Restructuring Plan
Facilities-related charges	642		—			(84		)	558
Pre-2010 Plans
Facilities-related charges	1,585		—			(155		)	1,430
Total	$	7,774	$	(418	)	$	(2,201	)	$	5,155

XML

Segment Information (Service Revenue, Direct Costs And Gross Profit On Service Revenue Of Reportable Segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Service revenue	$ 422,068	$ 333,170	$ 816,821	$ 647,905
Direct costs	301,325	228,099	580,729	450,273
Gross profit	120,743	105,071	236,092	197,632
CRS [Member]
Segment Reporting Information [Line Items]
Service revenue	320,580	247,871	617,747	483,280
Direct costs	242,415	177,841	462,581	350,591
Gross profit	78,165	70,030	155,166	132,689
PCMS [Member]
Segment Reporting Information [Line Items]
Service revenue	49,274	38,455	97,625	74,103
Direct costs	28,454	22,584	58,139	43,562
Gross profit	20,820	15,871	39,486	30,541
Perceptive [Member]
Segment Reporting Information [Line Items]
Service revenue	52,214	46,844	101,449	90,522
Direct costs	30,456	27,674	60,009	56,120
Gross profit	$ 21,758	$ 19,170	$ 41,440	$ 34,402

XML

Derivatives (Tables)

6 Months Ended

Dec. 31, 2012

Summary of Derivative Instruments by Hedge Designation [Abstract]

Schedule Of Notional Amounts And Fair Values Of Derivatives

(in thousands)	December 31, 2012					June 30, 2012
	Notional Amount		Asset (Liability)			Notional Amount		Asset (Liability)
Derivatives designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	70,602	$	1,221		$	—	$	—
Cross-currency swap contracts	27,715		151			—		—
Derivatives in a liability position:
Interest rate contracts	150,000		(2,319		)	150,000		(2,415		)
Foreign exchange contracts	22,016		(825		)	—		—
Cross-currency swap contracts	—		—			25,106		(2,697		)
Total designated derivatives	$	270,333	$	(1,772	)	$	175,106	$	(5,112	)
Derivatives not designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	64,615	$	443		$	—	$	—
Derivatives in a liability position:
Cross-currency interest rate swap contracts	$	45,238	$	(4,671	)	$	43,405	$	(4,544	)
Foreign exchange contracts	6,336		(222		)	100,815		(213		)
Total non-designated derivatives	$	116,189	$	(4,450	)	$	144,220	$	(4,757	)
Total derivatives	$	386,522	$	(6,222	)	$	319,326	$	(9,869	)

Schedule Of Change In The Fair Value Of Derivatives Designated As Hedging Instruments

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Derivatives designated as hedging instruments under ASC 815
Interest rate contracts, net of taxes	$	177		$	(4	)	$	126		$	(412	)
Foreign exchange contracts, net of taxes	(213		)	—			227			—
Cross-currency swap contracts, net of taxes	(326		)	76			(403		)	(713		)
Total designated derivatives	$	(362	)	$	72		$	(50	)	$	(1,125	)

Schedule Of Change In The Fair Value Derivatives Not Designated As Hedging Instruments

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Derivatives not designated as hedging instruments under ASC 815
Cross-currency interest rate swap contracts	$	774		$	(950	)	$	(127	)	$	(3,115	)
Foreign exchange contracts	(998		)	2,297			434			(1,260		)
Total non-designated derivatives	$	(224	)	$	1,347		$	307		$	(4,375	)

XML

Acquisition, Goodwill and Intangibles

6 Months Ended

Dec. 31, 2012

Business Combinations, Goodwill and Intangibles [Abstract]

Business Combination Disclosure [Text Block]

NOTE 2 – ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS

Acquisitions

Our condensed consolidated financial statements include the operating results of acquired entities from their respective dates of acquisition. Transaction costs associated with the following acquisition were expensed as incurred and were not material for the three and six months ended December 31, 2012 and 2011.

On December 21, 2012, we acquired all of the outstanding equity securities of Liquent, Inc. (“Liquent”), a leading global provider of Regulatory Information Management (RIM) solutions for total cash consideration of approximately $74.7 million. By combining Liquent with our Perceptive Informatics (“Perceptive”) segment, we intend to strengthen our regulatory capabilities by adding a regulatory information technology platform and provide our clients access to comprehensive regulatory agency submission planning, viewing, tracking, publishing, and registration management throughout the entire lifecycle of a life sciences entity. We expect the acquisition also will benefit the PAREXEL Consulting and Medical Communications Services (“PCMS”) business, where we will be able to leverage Liquent’s significant expertise in regulatory information management outsourcing.

The acquisition was funded through a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, N.A. (“BOA”) (see Note 9).

We accounted for this acquisition as a business combination in accordance with FASB Accounting Standards Codification ("ASC") Topic 805, "Business Combinations". We allocate the amounts that we pay for each acquisition to the assets we acquire and liabilities we assume based on their fair values at the dates of acquisition, including identifiable intangible assets. We base the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions determined by management and which consider management's best estimates of inputs and assumptions that a market participant would use. We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, and estimated useful lives, could result in different purchase price allocations and amortization expense in current and future periods than those determined by the Company.

The components of the consideration transferred in conjunction with the Liquent acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,692
Preliminary allocation of consideration transferred:
Accounts receivable	$	9,286
Other current assets	398
Property and equipment	1,628
Definite-lived intangible assets	32,900
Goodwill	51,118
Total assets acquired	95,330
Current liabilities	5,346
Deferred revenue, current	3,591
Deferred tax liabilities	11,701
Total liabilities assumed	20,638
Net assets acquired:	$	74,692

The amounts above represent the preliminary fair value estimates as of December 31, 2012 and are subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates. We expect to complete our accounting for the Liquent acquisition in the second half of Fiscal Year 2013.

The goodwill of $51.1 million arising from the Liquent acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. The goodwill recorded is included in our Perceptive segment and is non-deductible for tax purposes.

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollars in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	22,100	11
Technology	7,800		8
Trade name	2,800		8
Backlog	200		1
Total	$	32,900

Goodwill and Other Intangible Assets

The goodwill balance of $309.9 million included in our accompanying consolidated balance sheet as of December 31, 2012 reflects the additions arising from the Liquent acquisition and an increase of $3.3 million related to the impact of changes in foreign exchange rates used for translation for the six month period ending December 31, 2012. The other intangible assets, net balance of $97.0 million reflects the additions arising from the Liquent acquisition, a decrease of $2.7 million related to the impact of changes in foreign exchange rates and amortization expense of $3.1 million for the six month period ending December 31, 2012.

XML

Condensed Consolidated Balance Sheets Parenthethical (USD $)	Dec. 31, 2012	Jun. 30, 2012
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	150,000,000	75,000,000
Common Stock, Shares, Outstanding	58,103,066	60,147,007

XML

Fair Value Measurements

6 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value and provides guidance for measuring fair value and expands disclosures about fair value measurements. ASC 820 seeks to enable the reader of financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• 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 assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of December 31, 2012:

(in thousands)	Level 1		Level 2			Level 3		Total
Marketable securities	$	92,442	$	—		$	—	$	92,442
Interest rate derivative instruments	—		(6,990		)	—		(6,990		)
Foreign currency exchange contracts	—		768			—		768
Total	$	92,442	$	(6,222	)	$	—	$	86,220

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of June 30, 2012:

(in thousands)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	81,123	$	—		$	—	$	81,123
Interest rate derivative instruments	—		(6,959		)	—		(6,959		)
Foreign currency exchange contracts	—		(2,910		)	—		(2,910		)
Total	$	81,123	$	(9,869	)	$	—	$	71,254

Cash equivalents are measured at quoted prices in active markets. These investments are considered cash equivalents due to the short maturity (less than 90 days) of the investments.

The marketable securities are held in foreign government treasury certificates that are actively traded and have original maturities over 90 days but less than one year. Our marketable securities are classified as held-to-maturity based on our intent and ability to hold the securities to maturity and are recorded at amortized cost, which is not materially different than fair value. Interest and dividends related to these securities are reported as a component of interest income in our consolidated statements of income.

Interest rate derivative instruments are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation.

Foreign currency exchange contracts are measured at fair value using a market approach valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by leading third-party financial news and data providers. This is observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2.

For the six months ended December 31, 2012, there were no transfers among Level 1, Level 2, or Level 3 categories. Additionally, there were no changes in the valuation techniques used to determine the fair values of our Level 2 or Level 3 assets or liabilities.

The carrying value of our short-term and long-term debt approximates fair value because all of the debt bears variable rate interest.

XML

Document And Entity Information	6 Months Ended
	Dec. 31, 2012	Jan. 30, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	PAREXEL INTERNATIONAL CORP
Entity Central Index Key	0000799729
Current Fiscal Year End Date	--06-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		58,136,100

XML

Acquisition, Goodwill and Intangibles Acquisition, Goodwill and Intangibles (Tables)

6 Months Ended

Dec. 31, 2012

Business Combinations, Goodwill and Intangibles [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

The components of the consideration transferred in conjunction with the Liquent acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,692
Preliminary allocation of consideration transferred:
Accounts receivable	$	9,286
Other current assets	398
Property and equipment	1,628
Definite-lived intangible assets	32,900
Goodwill	51,118
Total assets acquired	95,330
Current liabilities	5,346
Deferred revenue, current	3,591
Deferred tax liabilities	11,701
Total liabilities assumed	20,638
Net assets acquired:	$	74,692

Acquired Finite-Lived Intangible Assets [Line Items]

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollars in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	22,100	11
Technology	7,800		8
Trade name	2,800		8
Backlog	200		1
Total	$	32,900

XML

Condensed Consolidated Statements Of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Service revenue	$ 422,068	$ 333,170	$ 816,821	$ 647,905
Reimbursement revenue	61,069	54,641	128,836	100,555
Total revenue	483,137	387,811	945,657	748,460
Direct costs	301,325	228,099	580,729	450,273
Reimbursable out-of-pocket expenses	(61,069)	(54,641)	(128,836)	(100,555)
Selling, general and administrative	71,909	64,358	141,937	125,347
Depreciation	15,462	14,752	30,257	29,033
Amortization of Intangible Assets	2,043	2,203	3,127	4,344
Restructuring (benefit) charges	(108)	1,162	(418)	3,862
Total costs and expenses	451,700	365,215	884,468	713,414
Income from operations	31,437	22,596	61,189	35,046
Investment Income, Interest	1,027	1,606	2,134	2,760
Interest expense	(2,428)	(2,687)	(4,971)	(6,446)
Miscellaneous income (expense)	1,192	(2,713)	240	1,516
Total other expense	(209)	(3,794)	(2,597)	(2,170)
Income before income taxes	31,228	18,802	58,592	32,876
Provision for income taxes	9,885	5,862	22,185	10,375
Net income	21,343	12,940	36,407	22,501
Earnings per common share
Basic	$ 0.36	$ 0.22	$ 0.61	$ 0.38
Diluted	$ 0.36	$ 0.21	$ 0.60	$ 0.37
Shares used in computing earnings per common share
Basic	58,671	59,265	59,391	59,154
Diluted	59,639	60,249	60,412	60,164
Statement [Line Items]
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 27,621	$ 1,064	$ 56,557	$ (22,795)

XML

Segment Information

6 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We have three reporting segments: Clinical Research Services (“CRS”), PAREXEL Consulting and Medical Communication Services (“PCMS”), and Perceptive Informatics (“Perceptive”).

• CRS constitutes our core business and includes all phases of clinical research from Early Phase (encompassing the early stages of clinical testing that range from first-in-man through proof-of-concept studies) to Phase II-III and Phase IV, which we call Peri-Approval Clinical Excellence (“PACE”). Our services include clinical trials management and biostatistics, data management and clinical pharmacology, as well as related medical advisory, patient recruitment, clinical supply and drug logistics, pharmacovigilance, and investigator site services. We aggregate Early Phase with Phase II-III/PACE due to economic similarities in these operating segments.

• PCMS provides technical expertise and advice in such areas as drug development, regulatory affairs, product pricing and reimbursement, commercialization and strategic compliance. It also provides a full spectrum of market development, product development, and targeted communications services in support of product launch. Our PCMS consultants identify alternatives and propose solutions to address client issues associated with product development, registration, and commercialization.

• Perceptive provides information technology solutions designed to help improve clients’ product development and regulatory submission processes. Perceptive offers a portfolio of products and services that includes medical imaging services, ClinPhone^® randomization and trial supply management ("RTSM"), IMPACT^® clinical trials management systems ("CTMS"), DataLabs^® electronic data capture ("EDC"), web-based portals, systems integration, electronic patient reported outcomes ("ePRO"), and Liquent InSight® Regulatory Information Management (RIM) platform. These services are often bundled together and integrated with other applications to provide eClinical solutions for our clients.

We evaluate our segment performance and allocate resources based on service revenue and gross profit (service revenue less direct costs), while other operating costs are allocated and evaluated on a geographic basis. Accordingly, we do not include the impact of selling, general, and administrative expenses, depreciation and amortization expense, other income (expense), and income tax expense in segment profitability. We attribute revenue to individual countries based upon the revenue earned in the respective countries; however, inter-segment transactions are not included in service revenue. Furthermore, PAREXEL has a global infrastructure supporting its business segments, and therefore, assets are not identified by reportable segment.

Our segment results are as follows:

(in thousands)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Service revenue
CRS	$	320,580	$	247,871	$	617,747	$	483,280
PCMS	49,274		38,455		97,625		74,103
Perceptive	52,214		46,844		101,449		90,522
Total service revenue	$	422,068	$	333,170	$	816,821	$	647,905
Direct costs
CRS	$	242,415	$	177,841	$	462,581	$	350,591
PCMS	28,454		22,584		58,139		43,562
Perceptive	30,456		27,674		60,009		56,120
Total direct costs	$	301,325	$	228,099	$	580,729	$	450,273
Gross profit
CRS	$	78,165	$	70,030	$	155,166	$	132,689
PCMS	20,820		15,871		39,486		30,541
Perceptive	21,758		19,170		41,440		34,402
Total gross profit	$	120,743	$	105,071	$	236,092	$	197,632

XML

Restructuring Charges

6 Months Ended

Dec. 31, 2012

Restructuring Charges [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING CHARGES

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies (the “2011 Restructuring Plan”). The 2011 Restructuring Plan focused primarily on the Early Phase business and corporate functions. The total cost of the 2011 Restructuring Plan was approximately $15.4 million and included the elimination of approximately 150 managerial and staff positions.

We recorded the following charges (benefits) to our restructuring plans:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
2011 Restructuring Plan
Employee severance	$	(44	)	$	1,727		$	(159	)	$	3,412
Facilities-related and other	(64		)	430			(259		)	1,464
Total 2011 Plan	$	(108	)	$	2,157		$	(418	)	$	4,876
2010 Restructuring Plan
Employee severance	$	—		$	(965	)	$	—		$	(984	)
Facilities-related	—			(30		)	—			(30		)
Total 2010 Plan	$	—		$	(995	)	$	—		$	(1,014	)
Total All Plans	$	(108	)	$	1,162		$	(418	)	$	3,862

Current activity charged against restructuring accruals is presented in the following table.

(in thousands)	Balance at		Provisions/ Adjustments			Payments/Foreign Currency Exchange			Balance at
	June 30, 2012								December 31, 2012
2011 Restructuring Plan
Employee severance costs	$	1,884	$	(159	)	$	(1,367	)	$	358
Facilities-related charges and other	3,663		(259		)	(595		)	2,809
2010 Restructuring Plan
Facilities-related charges	642		—			(84		)	558
Pre-2010 Plans
Facilities-related charges	1,585		—			(155		)	1,430
Total	$	7,774	$	(418	)	$	(2,201	)	$	5,155

The balances are included in accrued expenses and other non-current liabilities on our condensed consolidated balance sheets.

XML

Segment Information (Tables)

6 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Service Revenue, Direct Costs And Gross Profit On Service Revenue Of Reportable Segment

(in thousands)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Service revenue
CRS	$	320,580	$	247,871	$	617,747	$	483,280
PCMS	49,274		38,455		97,625		74,103
Perceptive	52,214		46,844		101,449		90,522
Total service revenue	$	422,068	$	333,170	$	816,821	$	647,905
Direct costs
CRS	$	242,415	$	177,841	$	462,581	$	350,591
PCMS	28,454		22,584		58,139		43,562
Perceptive	30,456		27,674		60,009		56,120
Total direct costs	$	301,325	$	228,099	$	580,729	$	450,273
Gross profit
CRS	$	78,165	$	70,030	$	155,166	$	132,689
PCMS	20,820		15,871		39,486		30,541
Perceptive	21,758		19,170		41,440		34,402
Total gross profit	$	120,743	$	105,071	$	236,092	$	197,632

XML

Equity and Earnings Per Share (Tables)

6 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings Per Common Share

(in thousands, except per share data)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Net income attributable to common stock	$	21,343	$	12,940	$	36,407	$	22,501
Weighted average number of shares outstanding, used in computing basic earnings per share	58,671		59,265		59,391		59,154
Dilutive common stock equivalents	968		984		1,021		1,010
Weighted average number of shares outstanding used in computing diluted earnings per share	59,639		60,249		60,412		60,164
Basic earnings per share	$0.36		$0.22		$0.61		$0.38
Diluted earnings per share	$0.36		$0.21		$0.60		$0.37
Anti-dilutive equity instruments (excluded from the calculation of diluted earnings per share)	357		2,598		542		2,073

XML

Commitments, Contingencies And Guarantees

6 Months Ended

Dec. 31, 2012

Commitments, Contingencies And Guarantees [Abstract]

Commitments, Contingencies And Guarantees

COMMITMENTS, CONTINGENCIES AND GUARANTEES

As of December 31, 2012, we had approximately $44.9 million in purchase obligations with various vendors for the purchase of computer software and other services over the next five years.

The 2011 Credit Agreement is guaranteed by certain of our U.S. subsidiaries. The 2012 Term Loan with BOA was initially guaranteed by certain of our subsidiaries, but those guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013.

We have letter-of-credit agreements with banks totaling approximately $9.0 million guaranteeing performance under various operating leases and vendor agreements.

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, either individually or in the aggregate, have a material impact on our consolidated financial position, results of operations, or liquidity.

XML

Income Taxes

6 Months Ended

Dec. 31, 2012

Income Tax Expense (Benefit) [Abstract]

Income Taxes

INCOME TAXES

We determine our global provision for corporate income taxes in accordance with FASB ASC 740, “Income Taxes.” We recognize our deferred tax assets and liabilities based upon the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Further, we follow a methodology in which we identify, recognize, measure and disclose in our financial statements the effects of any uncertain tax return reporting positions that we have taken or expect to take. The methodology is based on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances. Our quarterly effective income tax rate contains management estimates of our annual projected profitability in the various taxing jurisdictions in which we operate. Since the statutory tax rates differ in the jurisdictions in which we operate, changes in the distribution of profits and losses may have a significant impact on our effective income tax rate.

As of December 31, 2012, we had $50.0 million of gross unrecognized tax benefits of which $15.5 million would impact the effective tax rate if recognized. As of June 30, 2012, we had $53.8 million of gross unrecognized tax benefits of which $10.0 million would impact the effective tax rate if recognized. The reserves for unrecognized tax positions primarily relate to exposures for income tax matters such as changes in the jurisdiction in which income is taxable. The $3.8 million net decrease in gross unrecognized tax benefits is primarily attributable to the expiration of statutes of limitation in Europe and the United States, and a settlement with tax authorities in Asia.

As of December 31, 2012, we anticipate that the liability for unrecognized tax benefits for uncertain tax positions could decrease by approximately $4.3 million over the next twelve months primarily as a result of the expiration of statutes of limitation and settlements with tax authorities.

We recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2012, $5.3 million of gross interest and penalties were included in our liability for unrecognized tax benefits. As of June 30, 2012, $6.1 million of gross interest and penalties were included in our liability for unrecognized tax benefits. Income tax expense recorded for each of the six months ended December 31, 2012 and 2011 includes a benefit of approximately $0.8 million and an expense of approximately $0.7 million, respectively.

We are subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. All material U.S. federal, state, and local income tax matters through 2005 have been concluded with the respective taxing authority. Substantially all material foreign income tax matters have been concluded for all years through 2000 with the respective taxing authority.

For the three and six months ended December 31, 2012, we had effective income tax rates of 31.7% and 37.9%, respectively. The tax rate for the three months ended December 31, 2012 was lower than the expected statutory rate of 35% primarily as a result of a release of reserves for interest and penalties following the expiration of statutes in a European legal entity as well as the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate. These benefits were partially offset by an increase in valuation allowances associated with net operating losses in Europe. The tax rate for the six months ended December 31, 2012 was higher than the expected statutory rate of 35% primarily as a result of increases in expense associated with the limitation of certain compensation-related deductions and an increase in valuation allowances associated with net operating losses in Europe. These increases were partially offset by a release of reserves for interest and penalties following the expiration of statutes in a European legal entity as well as the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate.

For the three and six months ended December 31, 2011, we had effective income tax rates of 31.2% and 31.6% The tax rates for these periods were lower than the expected statutory rate of 35% primarily as a result of the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate. The six months ended was further reduced by the benefit from reduction in the statutory tax rate in the United Kingdom.

The American Taxpayer Relief Act of 2012 ("the Act") was enacted on January 2, 2013. The Act reinstates the "look-through" provision of tax code which will result in a reduction in our projected annual effective tax rate for Fiscal Year 2013 and the associated income tax expense. Application of the reinstated provisions to the six months ended December 31, 2012 would have reduced income tax expense for that period by approximately $1.5 million. The benefit of the reduction in the annual effective tax rate will be included in our income tax expense for the third and fourth quarter of Fiscal Year 2013.

XML

Credit Agreements

6 Months Ended

Dec. 31, 2012

Line of Credit Facility [Abstract]

Lines Of Credit

2012 Term Loan

On December 20, 2012, we entered into the 2012 Term Loan with BOA, which was initially guaranteed by certain of our subsidiaries, but which guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013.

The 2012 Term Loan consists of a term loan facility for $100.0 million, the full amount of which was advanced to us on December 21, 2012 and was outstanding at December 31, 2012. All outstanding loans under the term loan facility mature on June 30, 2013 unless earlier payment is required under the terms of the loan agreement. Borrowings made under the 2012 Term Loan bear interest, at our option, at a base rate plus a margin (such margin not to exceed a per annum rate of 0.75%) based on a ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the preceding twelve months (the “Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 1.75%) based on the Leverage Ratio. The amount outstanding under the 2012 Term Loan may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions of the term loan agreement. As of December 31, 2012, the 2012 Term Loan carried an annualized interest rate of 3.75%, which was calculated using the base rate plus a margin. In January 2013, we elected the LIBOR rate plus a margin option.

Our obligations under the 2012 Term Loan may be accelerated upon the occurrence of an event of default under the 2012 Term Loan, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties in the term loan agreement and cross defaults to material indebtedness, including the 2011 Credit Agreement (defined below).

On January 22, 2013, we entered into additional short term unsecured term loan agreements with each of HSBC Bank USA, National Association, TD Bank, N.A., and U.S. Bank National Association, each in the amount of $25.0 million (collectively, the “Facilities”). The key terms of the Facilities are substantially the same as the 2012 Term Loan, including the loan maturities on June 30, 2013 unless earlier payment is required under the terms of each respective loan agreement, except that there are no guaranties provided by any of our subsidiaries. The $75.0 million aggregate proceeds of the Facilities were used to partially pay down balances owed under the 2012 Term Loan, and in connection with such payment, BOA released our subsidiaries from their guaranty obligations under the 2012 Term Loan.

2011 Credit Agreement

On June 30, 2011, we entered into an unsecured senior credit facility (the “2011 Credit Agreement”) providing for a five-year term loan of $100.0 million and a five year revolving credit facility in the principal amount of up to $300.0 million. The borrowings all carry a variable interest rate based on LIBOR, prime, or a similar index, plus a margin (such margin not to exceed a per annum rate of 1.75%).

As of December 31, 2012, we had $192.5 million of principal borrowed under the revolving credit facility, $92.5 million of principal borrowed under the term loan, and borrowing availability of $107.5 million under the revolving credit facility.

In September 2011, we entered into an interest rate swap and an interest rate cap agreement. These interest rate hedges were deemed to be fully effective in accordance with ASC 815, “Derivatives and Hedging,” and, as such, unrealized gains and losses related to these derivatives are recorded as other comprehensive income. Principal in the amount of $100.0 million under the 2011 Credit Agreement has been hedged with an interest rate swap agreement and carries a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million has been hedged with an interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of December 31, 2012, our debt under the 2011 Credit Agreement, including the $100.0 million of principal hedged with an interest swap agreement, carried an average annualized interest rate of 1.85%.

During the six months ended December 31, 2012, we made principal payments of $2.5 million on the term loan. The term loan scheduled repayments under the 2011 Credit Agreement increase over time from 5% of the principal due in the first year to 60% of the principal due in the last year.

Additional Lines of Credit

We have an unsecured line of credit with JP Morgan UK in the amount of $4.5 million that bears interest at an annual rate ranging between 2.00% and 4.00%. We entered into this line of credit to facilitate business transactions. At December 31, 2012, we had $4.5 million available under this line of credit.

We have a cash pool facility with RBS Nederland, NV in the amount of 5.0 million Euros that bears interest at an annual rate ranging between 1.00% and 2.00%. We entered into this line of credit to facilitate business transactions. At December 31, 2012, we had 5.0 million Euros available under this line of credit.

We have a cash pooling arrangement with RBS Nederland, NV. Pooling occurs when debit balances are offset against credit balances and the overall net position is used as a basis by the bank for calculating the overall pool interest amount. Each legal entity owned by us and party to this arrangement remains the owner of either a credit (deposit) or a debit (overdraft) balance. Therefore, interest income is earned by legal entities with credit balances, while interest expense is charged to legal entities with debit balances. Based on the pool’s aggregate balance, the bank then (1) recalculates the overall interest to be charged or earned, (2) compares this amount with the sum of previously charged/earned interest amounts per account and (3) additionally pays/charges the difference. The gross overdraft balance related to this pooling arrangement was $69.2 million and $63.4 million at December 31, 2012 and June 30, 2012, respectively, and was included in cash and cash equivalents.

XML

Derivatives

6 Months Ended

Dec. 31, 2012

Summary of Derivative Instruments by Hedge Designation [Abstract]

Derivatives

DERIVATIVES

We are exposed to certain risks relating to our ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and foreign exchange rate risk. Accordingly, we have instituted interest rate and foreign currency hedging programs that are accounted for in accordance with ASC 815, “Derivatives and Hedging.”

• Our interest rate hedging program is a cash flow hedge program designed to minimize interest rate volatility. We swap the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount, at specified intervals. We also employ an interest rate cap that compensates us if variable interest rates rise above a pre-determined rate. Our interest rate contracts are designated as hedging instruments.

• Our foreign currency hedging program is a cash flow hedge program designed to minimize foreign currency exchange rate volatility due to the foreign exchange exposure related to intercompany transactions. This program was expanded in the first quarter of our Fiscal Year 2013 in order to reduce the impact of foreign exchange rate risk on our gross margin. We primarily utilize forward exchange contracts and cross-currency swaps with maturities of no more than 12 months. These contracts are designated as hedging instruments.

We also enter into other economic hedges to mitigate foreign currency exchange risk and interest rate risk related to other intercompany transactions. These contracts are not designated as hedges in accordance with ASC 815.

The following table presents the notional amounts and fair values of our derivatives as of December 31, 2012 and June 30, 2012. All asset and liability amounts are reported in other current assets, other current liabilities, and other liabilities in our consolidated balance sheets.

(in thousands)	December 31, 2012					June 30, 2012
	Notional Amount		Asset (Liability)			Notional Amount		Asset (Liability)
Derivatives designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	70,602	$	1,221		$	—	$	—
Cross-currency swap contracts	27,715		151			—		—
Derivatives in a liability position:
Interest rate contracts	150,000		(2,319		)	150,000		(2,415		)
Foreign exchange contracts	22,016		(825		)	—		—
Cross-currency swap contracts	—		—			25,106		(2,697		)
Total designated derivatives	$	270,333	$	(1,772	)	$	175,106	$	(5,112	)
Derivatives not designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	64,615	$	443		$	—	$	—
Derivatives in a liability position:
Cross-currency interest rate swap contracts	$	45,238	$	(4,671	)	$	43,405	$	(4,544	)
Foreign exchange contracts	6,336		(222		)	100,815		(213		)
Total non-designated derivatives	$	116,189	$	(4,450	)	$	144,220	$	(4,757	)
Total derivatives	$	386,522	$	(6,222	)	$	319,326	$	(9,869	)

We record the effective portion of any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated comprehensive income (loss) in our consolidated balance sheet, net of deferred taxes, and any ineffective portion to miscellaneous income (expense) in our consolidated statements of income. The gains (losses) recognized in other comprehensive income (loss), net of taxes, are presented below:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Derivatives designated as hedging instruments under ASC 815
Interest rate contracts, net of taxes	$	177		$	(4	)	$	126		$	(412	)
Foreign exchange contracts, net of taxes	(213		)	—			227			—
Cross-currency swap contracts, net of taxes	(326		)	76			(403		)	(713		)
Total designated derivatives	$	(362	)	$	72		$	(50	)	$	(1,125	)

Under certain circumstances, such as the occurrence of significant differences between actual cash receipts and forecasted cash receipts, the ASC 815 programs could be deemed ineffective. The estimated net amount of the existing losses that are expected to be reclassified into earnings within the next twelve months is $1.1 million.

The change in the fair value of derivatives not designated as hedging instruments under ASC 815 is recorded to miscellaneous income (expense) on the consolidated statements of income. The gains (losses) recognized are presented below:

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Derivatives not designated as hedging instruments under ASC 815
Cross-currency interest rate swap contracts	$	774		$	(950	)	$	(127	)	$	(3,115	)
Foreign exchange contracts	(998		)	2,297			434			(1,260		)
Total non-designated derivatives	$	(224	)	$	1,347		$	307		$	(4,375	)

XML

Restructuring Charges (Schedule Of Restructuring Plans Charges (Benefits)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	$ (108)	$ 1,162	$ (418)	$ 3,862
2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	(108)	2,157	(418)	4,876
2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	0	(995)	0	(1,014)
Employee Severance Costs [Member] | 2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	(44)	1,727	(159)	3,412
Employee Severance Costs [Member] | 2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	0	(965)	0	(984)
Facilities-Related Charges [Member] | 2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	(64)	430	(259)	1,464
Facilities-Related Charges [Member] | 2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	$ 0	$ (30)	$ 0	$ (30)

XML

Stock-Based Compensation (Tables)

6 Months Ended

Dec. 31, 2012

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Classification Of Compensation Expense Within Consolidated Statements Of Income

(in thousands)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Direct costs	$	399	$	526	$	779	$	929
Selling, general and administrative	2,300		2,336		4,656		4,556
Total stock-based compensation	$	2,699	$	2,862	$	5,435	$	5,485

XML

Basis Of Presentation (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Non-current deferred tax assets reclassified to current deferred tax assets	$ 10.4
Deferred financing costs reclassified to long-term debt	$ 3.2

XML

Derivatives (Schedule Of Change In The Fair Value Of Derivatives Designated As Hedging Instruments) (Details) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Estimated net amount of existing losses that are expected to be reclassified into earnings			$ 1,100,000
Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	(362,000)	72,000	(50,000)	(1,125,000)
Interest Rate Contract [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	177,000	(4,000)	126,000	(412,000)
Foreign Exchange Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	(213,000)	0	227,000	0
Cross Currency Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	$ (326,000)	$ 76,000	$ (403,000)	$ (713,000)

XML

Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash flow from operating activities:
Net Income (Loss) Attributable to Parent	$ 36,407	$ 22,501
Depreciation and amortization	33,384	33,377
Stock-based compensation	5,435	5,485
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Operating Activities	(2,173)	0
Provision for losses on receivables	32	1,145
Deferred income taxes	11,390	(9,035)
Other Noncash Income (Expense)	(1,002)	666
Changes in operating assets and liabilities	14,625	61,616
Net cash provided by (used in) operating activities:	98,098	115,755
Cash flow from investing activities:
Payments to Acquire Businesses, Net of Cash Acquired	(74,692)	0
Increase (Decrease) In Marketable Securities	(90,524)	(20,703)
Purchases of property and equipment	(31,360)	(27,513)
Proceeds from sale of assets	1,670	0
Proceeds from Collection of Notes Receivable	594	0
Net cash used in investing activities	(194,312)	(48,216)
Cash flow from financing activities:
Proceeds from issuance of common stock	7,064	1,948
Payments for Repurchase of Common Stock	(98,692)	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities	2,173	0
Borrowing under lines of credit	345,000	155,000
Repayments under lines of credit	(180,000)	(157,500)
Repayments under other debt	0	(628)
Net cash (used in) provided by financing activities	75,545	(1,180)
Effect of exchange rate changes on cash and cash equivalents	11,193	(21,760)
Net increase (decrease) in cash and cash equivalents	(9,476)	44,599
Cash and cash equivalents at beginning of period	213,579	89,056
Cash and cash equivalents at end of period	204,103	133,655
Supplemental disclosures of cash flow information
Interest	4,534	6,326
Income taxes, net of refunds	$ 11,641	$ 3,613

XML

Stock-Based Compensation

6 Months Ended

Dec. 31, 2012

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

We account for stock-based compensation according to FASB ASC 718, “Compensation—Stock Compensation.” The classification of compensation expense within the consolidated statements of income is presented in the following table:

(in thousands)	Three Months Ended				Six Months Ended
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Direct costs	$	399	$	526	$	779	$	929
Selling, general and administrative	2,300		2,336		4,656		4,556
Total stock-based compensation	$	2,699	$	2,862	$	5,435	$	5,485

XML

Acquisition, Goodwill and Intangibles Acquisiton, additional information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 21, 2012	Jun. 30, 2012	Dec. 20, 2012 2012 Term Loan [Member]
Business Acquisition [Line Items]
Business Acquisition, Purchase Price Allocation, Goodwill Amount					$ 51,118
Goodwill	309,920		309,920			255,455
Goodwill, Translation Adjustments			3,347
Other Intangible Assets, Net	97,040		97,040
Finite-Lived Intangible Assets, Translation Adjustments			(2,737)
Business Acquisition, Cost of Acquired Entity, Purchase Price					74,692
Amortization of Intangible Assets	2,043	2,203	3,127	4,344
Short-term Debt							$ 100,000

XML

Credit Agreements (Details) (USD $)	6 Months Ended	9 Months Ended													6 Months Ended
	Dec. 31, 2012	Mar. 31, 2013	Jun. 30, 2012	Dec. 31, 2012 2012 Term Loan [Member]	Dec. 20, 2012 2012 Term Loan [Member]	Dec. 20, 2012 2012 Term Loan Base Rate [Member]	Dec. 20, 2012 2012 Term Loan LIBOR [Member]	Jan. 22, 2013 HSBC TD US Banks Term Loan [Member]	Dec. 31, 2012 2011 Credit Agreement [Member]	Jun. 30, 2012 2011 Credit Agreement [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Jun. 30, 2012 Revolving Credit Facility [Member]	Dec. 31, 2012 Term Loan [Member]	Jun. 30, 2012 Term Loan [Member]	Dec. 31, 2012 JP Morgan UK [Member]	Dec. 31, 2012 RBSNederlandNV [Member]	Dec. 31, 2012 Maximum [Member]	Dec. 31, 2012 Minimum [Member]	Dec. 31, 2012 Interest Rate Cap [Member]	Dec. 31, 2012 Interest Rate Swap [Member]
Line of Credit Facility [Line Items]
Short-term Debt					$ 100,000,000			$ 25,000,000
Debt Instrument, Face Amount												300,000,000		100,000,000
Debt Instrument, Basis Spread on Variable Rate						0.75%	1.75%			1.75%
Short-term Debt, Weighted Average Interest Rate				3.75%
Proceeds from Short-term Debt		75,000,000
Credit agreement maximum borrowing capacity															4,500,000	5,000,000
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum															2.00%	1.00%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum															4.00%	2.00%
Line of credit facility amount outstanding											192,500,000		92,500,000
Line of credit facility annual principal payment in percentage																	60.00%	5.00%
Remaining borrowing available under revolving credit facility	107,500,000														4,500,000	5,000,000
Interest rate swap, fixed interest rate	1.30%
Derivative interest rate cap arrangement	2.00%
Principal amount of debt hedged with an interest rate swap agreement																			50,000,000	100,000,000
Debt, Weighted Average Interest Rate									1.85%
Debt Instrument, Periodic Payment, Principal	2,500,000
Bank Overdrafts	$ 69,200,000		$ 63,400,000

XML

Comprehensive Income (Tables)

6 Months Ended

Dec. 31, 2012

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Schedule Of Comprehensive Income

(in thousands)	Three Months Ended						Six Months Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Net income	$	21,343		$	12,940		$	36,407		$	22,501
Unrealized gain (loss) on derivative instruments	(362		)	72			(50		)	(1,125		)
Currency translation adjustments	6,640			(11,948		)	20,200			(44,171		)
Comprehensive income (loss)	$	27,621		$	1,064		$	56,557		$	(22,795	)