Charles River Announces Third-Quarter 2009 Results

November 3, 2009 4:15 PM EST

- Sales Decrease 13.1% to $297 Million -

- GAAP Earnings per Share of $0.57

and Non-GAAP Earnings per Share of $0.65 -

- Cost-Reduction Initiatives Now Expected to Total

$40.0 Million of Savings in 2009 -

- Reduces Sales and EPS Guidance for 2009 -

WILMINGTON, Mass.--(BUSINESS WIRE)-- Charles River Laboratories International, Inc. (NYSE: CRL) today reported its results for the third quarter of 2009. For the quarter, net sales were $297.5 million, a decline of 13.1% from $342.2 million in the third quarter of 2008, primarily driven by lower sales in the Preclinical Services (PCS) segment. Foreign currency translation reduced net sales by 1.8%.

On a GAAP basis, net income for the third quarter of 2009 was $37.3 million, or $0.57 per diluted share, compared to net income of $45.5 million, or $0.64 per diluted share, for the third quarter of 2008.

On a non-GAAP basis, net income was $42.6 million for the third quarter of 2009, compared to $53.9 million for the same period in 2008, a decrease of 21.0%. Third-quarter diluted earnings per share on a non-GAAP basis were $0.65, a decrease of 14.5% compared to $0.76 per share in the third quarter of 2008. Both the GAAP and non-GAAP results were impacted primarily by lower sales volume, although the impact was mitigated in the third quarter of 2009 by a lower share count, lower effective tax rate and cost saving actions implemented throughout the year.

James C. Foster, Chairman, President and Chief Executive Officer, said, "Our results for the quarter reflect the continuing soft market demand for the Company's broad portfolio of products and services, due to pharmaceutical and biotechnology clients' delayed spending on therapies in development. As we have previously noted, biopharmaceutical companies are facing significant challenges as they reinvigorate their development pipelines and create more efficient infrastructures. We believe these challenges are being exacerbated by uncertainty surrounding pending merger activity and healthcare reform initiatives. As a result, and given the availability of capacity for outsourced preclinical services, biopharmaceutical companies have been slow to commit to studies and have continued to exert pricing pressure.

We expect this situation to worsen in the fourth quarter of 2009, which is the reason that we are reducing guidance for the year. However, we continue to expect improvement beginning in the second quarter of 2010, when our clients should have improved visibility into the industry landscape post-mergers and healthcare reform, and when funding for biotechnology companies and the economy have improved."

Third-Quarter Segment Results

Research Models and Services (RMS)

Sales for the RMS segment were $163.3 million in the third quarter of 2009, a decrease of 1.4% from $165.7 million in the third quarter of 2008. Foreign currency translation reduced sales by 0.9%. The primary driver of the sales decline was lower sales of large models, which were affected by reduced demand for toxicology services. The sales contribution from the acquisitions of MIR, Piedmont and Cerebricon was partially offset by the sale in the third quarter of 2008 of the Vaccine business in Mexico. Growth in academic accounts continued to partially offset softer demand from pharmaceutical and biotechnology clients.

In the third quarter of 2009, the RMS segment's GAAP operating margin was 28.2% compared to 30.6% for the third quarter of 2008, with the decline primarily driven by lower sales of large models and higher amortization expense related to acquisitions. On a non-GAAP basis, the operating margin decreased to 30.2% from 31.1% in the third quarter of 2008.

Preclinical Services (PCS)

Third-quarter 2009 net sales for the PCS segment were $134.2 million, a decrease of 24.0% from $176.6 million in the third quarter of 2008. The PCS sales decline was due primarily to slower market demand from both pharmaceutical and biotechnology companies. Foreign currency translation reduced sales by 2.6%.

As expected, lower capacity utilization and competitive pricing pressure, partially offset by cost-saving actions, resulted in lower operating margins for the PCS segment. The 2009 third-quarter GAAP operating margin declined to 7.5% from 17.2% in the third quarter of 2008. On a non-GAAP basis, the operating margin declined to 13.8% from 21.4% in the third quarter of 2008.

Nine-Month Results

For the first nine months of 2009, net sales were $907.2 million compared to $1,032.0 million in the same period in 2008, a decrease of 12.1%. Foreign exchange decreased net sales by 4.2%.

On a GAAP basis, net income was $96.9 million for the first nine months of 2009, or $1.47 per diluted share, compared to $138.7 million, or $1.96 per diluted share, for the same period in 2008.

On a non-GAAP basis, net income for the first nine months of 2009 was $123.9 million, or $1.89 per diluted share, compared to $160.1 million, or $2.26 per diluted share, for the same period in 2008.

Research Models and Services (RMS)

For the first nine months of 2009, RMS net sales were $490.5 million, a decrease of 3.3% from $507.1 million for the same period in 2008, with foreign exchange contributing 3.2% to the decline. The RMS segment's GAAP operating margin was 29.5% in the first nine months of 2009, compared to 31.3% for the year-ago period. On a non-GAAP basis, the operating margin was 31.2% compared to 31.8% in the first nine months of 2008.

Preclinical Services (PCS)

For the first nine months of 2009, PCS net sales were $416.7 million, a decrease of 20.6% from $524.9 million for the same period in 2008, with foreign exchange accounting for 5.1% of the decline. On a GAAP basis, the PCS segment operating margin was 8.9% in the first nine months of 2009, compared to 15.7% in the year-ago period. On a non-GAAP basis, the operating margin was 15.5% in the first nine months of 2009, compared to 20.3% for the same period in 2008.

Items Excluded from Non-GAAP Results

Items excluded from non-GAAP results in the third quarter of 2009 and 2008 were as follows:


($ in millions)                                                  3Q09   3Q08

Amortization of intangible assets                                $8.0   $7.6

Severance related to cost-saving actions                         2.5    --

Impairment and other charges (1)                                 1.8    0.7

Operating losses for PCS Arkansas and clinical Phase I Scotland  1.2    --

Costs associated with evaluation of acquisitions                 0.8    1.1

Gain on the sale of U.K. real estate                             (0.8)  --

Deferred tax revaluation                                         --     0.8

Convertible debt accounting                                      2.9    2.4

Tax benefit of repatriation                                      (1.1)  --

Discontinued operations income tax settlement                    (3.5)  --



(1) In the third quarter of 2009, these items were related primarily to an asset impairment associated with the Company's planned disposition of its PCS facility in Arkansas. In the third quarter of 2008, these items were related primarily to Company's disposition of its legacy PCS facility in Worcester, Massachusetts, and the divestiture of its Vaccine business in Mexico.

Items excluded from non-GAAP results in the first nine months of 2009 and 2008 were as follows:


($ in millions)                                                  YTD09  YTD08

Amortization of intangible assets                                $21.4  $22.8

Severance related to cost-saving actions                         11.3   --

Impairment and other charges (1)                                 3.6    4.2

Operating losses for PCS Arkansas and clinical Phase I Scotland  3.8    --

Costs associated with evaluation of acquisitions                 1.4    1.1

U.S. pension curtailment                                         --     (3.3)

Gain on the sale of U.K. real estate                             (0.8)  --

Deferred tax revaluation                                         --     0.8

Convertible debt accounting                                      8.0    6.1

Tax benefit of repatriation                                      (1.1)  --

Discontinued operations income tax settlement                    (3.5)  --



(1) In the first nine months of 2009, these items were related primarily to an asset impairment charge and costs associated with the Company's planned disposition of its PCS facility in Arkansas and the divestiture of its clinical Phase I business in Scotland, as well as additional miscellaneous expenses. In the first nine months of 2008, these items were related primarily to the Company's disposition of its legacy PCS facility in Worcester, Massachusetts, as well as an asset impairment related to the divestiture of the Company's Vaccine business in Mexico.

Update on Cost-Saving Initiatives

As part of its continued efforts to manage costs and enhance operating efficiencies during this period of weak demand, the Company implemented additional cost-saving initiatives during the third and fourth quarters of 2009. The most significant action, in October 2009, reduced headcount in the PCS segment by approximately 6% and is expected to generate incremental savings of approximately $15.0 million on an annualized basis. Severance costs associated with this action are expected to be approximately $5.0 million, or $0.05 per share, which will be recorded in the fourth quarter of 2009 and excluded from non-GAAP results.

In total, the actions implemented in 2009 are now expected to result in cost savings of approximately $40.0 million for the year, with an annual run-rate of approximately $50.0 million beginning in 2010.

2009 Guidance

The Company is reducing its forward-looking guidance for 2009, which was previously provided on August 4, 2009. This guidance now assumes a sequential decline in fourth-quarter sales in the PCS segment when compared to third-quarter sales, as clients have become increasingly hesitant to commit to studies at the end of the year. The sales guidance includes the negative impact of foreign exchange, which is now expected to reduce 2009 sales by approximately 2.5% compared to the prior year.


2009 GUIDANCE                                     REVISED        PRIOR

Net sales                                         (10)% - (11)%  (7)% - (9)%

GAAP EPS estimate                                 $1.70 - $1.74  $1.78 - $1.90

Amortization of intangible assets                 $0.30          $0.28

Severance related to cost-saving actions          $0.16          $0.10

Impairment and other charges                      $0.04          $0.02

Operating losses for PCS Arkansas and clinical    $0.04          $0.04
Phase I Scotland

Costs associated with evaluation of acquisitions  $0.01          $0.01

Gain on the sale of U.K. real estate              ($0.01)        --

Convertible debt accounting                       $0.10          $0.12

Tax benefit of repatriation                       ($0.01)        --

Discontinued operations income tax settlement     ($0.05)        --

Non-GAAP EPS estimate                             $2.28 - $2.32  $2.35 - $2.47



Webcast

Charles River Laboratories has scheduled a live webcast on Wednesday, November 4, at 8:30 a.m. ET to discuss matters relating to this press release. To participate, please go to ir.criver.com and select the webcast link. You can also find the associated slide presentation and reconciliations of non-GAAP financial measures to comparable GAAP financial measures on the website.

Use of Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share, which exclude amortization of intangible assets and other charges related to our acquisitions, charges related to the dispositions of our clinical Phase I business in Scotland and our legacy preclinical facility in Worcester, Massachusetts, expenses associated with evaluating acquisitions, the gain on the curtailment of our U.S. defined benefit plan in 2008, income from tax settlements related to our discontinued operations, the gain on the sale of real estate in the U.K., charges in connection with a deferred tax revaluation, a benefit in connection with cash repatriation activities, operating losses attributable to our businesses we plan to close or divest, severance costs associated with our 2009 cost-saving actions, and the additional interest recorded as a result of the adoption of a newly issued accounting standard related to our convertible debt accounting. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts. We believe that the financial impact of our acquisitions (and in certain cases, the evaluation of such acquisitions, whether or not ultimately consummated) is often large relative to our overall financial performance, which can adversely affect the comparability of our results on a period-to-period basis. In addition, certain activities, such as business acquisitions, happen infrequently and the underlying costs associated with such activities do not recur on a regular basis. Non-GAAP results also allow investors to compare the Company's operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. Reconciliations of the non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures are set forth in the text of this press release, and can also be found on the Company's website at ir.criver.com.

Caution Concerning Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "expect," "will," "may," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements also include statements regarding our projected 2009 sales and earnings; the future demand for drug discovery and development products and services (particularly in light of the challenging economic environment), including the outsourcing of these services and present spending trends by our customers; the impact of specific actions intended to improve overall operating efficiencies and profitability; Charles River's expectations with respect to the impact of acquisitions on the Company, its service offerings, and earnings; expectations for consolidations within the pharmaceutical industry; future cost reduction activities by our customers; and Charles River's future performance as delineated in our forward-looking guidance, and particularly our expectations with respect to sales and foreign exchange impact. In addition, these statements include the availability of funding for our customers and the impact of economic and market conditions on them generally, and the anticipated strength of our balance sheet, the effects of our 2009 cost-saving actions and other actions designed to manage expenses, operating costs and capital spending, and to streamline efficiency, and the ability of the Company to withstand the current market conditions. Forward-looking statements are based on Charles River's current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. Those risks and uncertainties include, but are not limited to: the ability to successfully integrate the acquisition of the business and assets of Piedmont Research Center, LLC, Cerebricon Ltd and Systems Pathology Company, LLC (SPC); the ability to successfully develop and commercialize SPC's technology platform; a decrease in research and development spending, a decrease in the level of outsourced services, or other cost reduction actions by our customers; the ability to convert backlog to sales; special interest groups; contaminations; industry trends; new displacement technologies; USDA and FDA regulations; changes in law; continued availability of products and supplies; loss of key personnel; interest rate and foreign currency exchange rate fluctuations; changes in tax regulation and laws; changes in generally accepted accounting principles; and any changes in business, political, or economic conditions due to the threat of future terrorist activity in the U.S. and other parts of the world, and related U.S. military action overseas. A further description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Charles River's Annual Report on Form 10-K as filed on February 23, 2009, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Charles River, and Charles River assumes no obligation and expressly disclaims any duty to update information contained in this news release except as required by law.

About Charles River

Accelerating Drug Development. Exactly. Charles River provides essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts. Our approximately 8,000 employees worldwide are focused on providing clients with exactly what they need to improve and expedite the discovery, development through first-in-human evaluation, and safe manufacture of new therapies for the patients who need them. To learn more about our unique portfolio and breadth of services, visit www.criver.com.


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(dollars in thousands, except for per share data)

                  Three Months Ended              Nine Months Ended

                  September 26,   September 27,   September 26,   September 27,

                  2009            2008            2009            2008

Total net sales   $ 297,485       $ 342,227       $ 907,170       $ 1,032,046

Cost of products
sold and            190,921         211,957         577,923         633,412
services
provided

Gross margin        106,564         130,270         329,247         398,634

Selling, general
and                 54,129          54,488          172,889         174,887
administrative

Amortization of     7,988           7,609           21,356          22,780
intangibles

Operating income    44,447          68,173          135,002         200,967

Interest income     (5,288     )    (3,655     )    (14,834    )    (9,210     )
(expense)

Other income        1,281           (1,397     )    2,584           (2,501     )
(expense)

Income from
continuing
operations          40,440          63,121          122,752         189,256
before income
taxes

Provision for       6,900           17,628          30,688          50,899
income taxes

Income from
continuing          33,540          45,493          92,064          138,357
operations, net
of tax

Discontinued
operations, net     3,451           -               3,451           -
of tax

Net income          36,991          45,493          95,515          138,357

Noncontrolling      322             (5         )    1,357           336
interests

Net income
attributable to   $ 37,313        $ 45,488        $ 96,872        $ 138,693
common
shareholders

Earnings per
common share

Basic:

Continuing        $ 0.52          $ 0.68          $ 1.43          $ 2.06
operations

Discontinued      $ 0.05          $ -             $ 0.05          $ -
operations

Net               $ 0.57          $ 0.68          $ 1.48          $ 2.06

Diluted:

Continuing        $ 0.52          $ 0.64          $ 1.42          $ 1.96
operations

Discontinued      $ 0.05          $ -             $ 0.05          $ -
operations

Net               $ 0.57          $ 0.64          $ 1.47          $ 1.96

Weighted average
number of common
shares
outstanding

Basic               64,985,522      67,167,827      65,391,036      67,380,141

Diluted             65,462,206      70,924,697      65,719,104      70,692,234




CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollars in thousands)

                                                    September 26,  December 27,

                                                    2009           2008

Assets

Current assets

Cash and cash equivalents                           $ 192,198      $ 243,592

Trade receivables, net                                212,872        210,214

Inventories                                           100,290        96,882

Other current assets                                  61,003         67,451

Total current assets                                  566,363        618,139

Property, plant and equipment, net                    863,786        837,246

Goodwill, net                                         495,901        457,578

Other intangibles, net                                179,131        136,100

Deferred tax asset                                    33,468         37,348

Other assets                                          52,883         55,002

Total assets                                        $ 2,191,532    $ 2,141,413

Liabilities and Equity

Current liabilities

Current portion of long-term debt & capital leases  $ 34,594       $ 35,452

Accounts payable                                      35,843         40,517

Accrued compensation                                  42,537         54,870

Deferred revenue                                      73,416         86,707

Accrued liabilities                                   50,288         60,741

Other current liabilities                             17,421         22,711

Total current liabilities                             254,099        300,998

Long-term debt & capital leases                       463,748        479,880

Other long-term liabilities                           124,511        118,827

Total liabilities                                     842,358        899,705

Total equity                                          1,349,174      1,241,708

Total liabilities and equity                        $ 2,191,532    $ 2,141,413




CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)

(dollars in thousands)

                      Three Months Ended            Nine Months Ended

                      September 26,  September 27,  September 26,  September 27,

                      2009           2008           2009           2008

Research Models and
Services

 Net sales            $ 163,313      $ 165,656      $ 490,485      $ 507,100

 Gross margin           68,623         70,813         208,142        223,498

 Gross margin as a %    42.0    %      42.7    %      42.4    %      44.1      %
 of net sales

 Operating income       46,131         50,673         144,469        158,685

 Operating income as    28.2    %      30.6    %      29.5    %      31.3      %
 a % of net sales

 Depreciation and       9,346          7,062          25,068         20,751
 amortization

 Capital                8,933          12,819         22,864         47,326
 expenditures

Preclinical Services

 Net sales            $ 134,172      $ 176,571      $ 416,685      $ 524,946

 Gross margin           37,941         59,457         121,105        175,136

 Gross margin as a %    28.3    %      33.7    %      29.1    %      33.4      %
 of net sales

 Operating income       10,044         30,390         36,926         82,507

 Operating income as    7.5     %      17.2    %      8.9     %      15.7      %
 a % of net sales

 Depreciation and       15,492         15,913         44,640         47,606
 amortization

 Capital                9,532          33,824         40,663         104,900
 expenditures

Unallocated           $ (11,728 )    $ (12,890 )    $ (46,393 )    $ (40,225   )
Corporate Overhead

Total

 Net sales            $ 297,485      $ 342,227      $ 907,170      $ 1,032,046

 Gross margin           106,564        130,270        329,247        398,634

 Gross margin as a %    35.8    %      38.1    %      36.3    %      38.6      %
 of net sales

 Operating income       44,447         68,173         135,002        200,967

 Operating income as    14.9    %      19.9    %      14.9    %      19.5      %
 a % of net sales

 Depreciation and       24,838         22,975         69,708         68,357
 amortization

 Capital                18,465         46,643         63,527         152,226
 expenditures




CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

RECONCILIATION OF GAAP TO NON-GAAP

SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED) (1)

(dollars in thousands)

                      Three Months Ended            Nine Months Ended

                      September 26,  September 27,  September 26,  September 27,

                      2009           2008           2009           2008

Research Models and
Services

       Net sales      $ 163,313      $ 165,656      $ 490,485      $ 507,100

       Operating        46,131         50,673         144,469        158,685
       income

       Operating
       income as a %    28.2    %      30.6    %      29.5    %      31.3      %
       of net sales

       Add back:

       Amortization
       related to       2,351          602            4,983          1,730
       acquisitions

       Severance        766            -              3,614          -

       Impairment
       and other        -              315            -              949
       charges(2)

       Operating
       income,
       excluding      $ 49,248       $ 51,590       $ 153,066      $ 161,364
       specified
       charges
       (Non-GAAP)

       Non-GAAP
       operating        30.2    %      31.1    %      31.2    %      31.8      %
       income as a %
       of net sales

Preclinical Services

       Net sales      $ 134,172      $ 176,571      $ 416,685      $ 524,946

       Operating        10,044         30,390         36,926         82,507
       income

       Operating
       income as a %    7.5     %      17.2    %      8.9     %      15.7      %
       of net sales

       Add back:

       Amortization
       related to       5,639          7,007          16,374         21,050
       acquisitions

       Severance        712            -              5,023          -

       Impairment
       and other        1,832          360            3,444          3,233
       charges(2)

       Operating
       losses for
       PCS Arkansas     1,164          -              3,846          -
       and Phase 1
       Scotland

       Gain on sale
       of UK real       (827    )      -              (827    )      -
       estate

       Operating
       income,
       excluding      $ 18,564       $ 37,757       $ 64,786       $ 106,790
       specified
       charges
       (Non-GAAP)

       Non-GAAP
       operating        13.8    %      21.4    %      15.5    %      20.3      %
       income as a %
       of net sales

Unallocated           $ (11,728 )    $ (12,890 )    $ (46,393 )    $ (40,225   )
Corporate Overhead

       Add back:

       Severance        972            -              2,625          -

       Impairment
       and other        11             -              194            -
       charges(2)

       Costs
       associated
       with the         777            1,125          1,416          1,125
       evaluation of
       acquisitions

       U.S. pension     -              -              -              (3,276    )
       curtailment

       Convertible
       debt             53             38             150            67
       accounting
       (3)

       Unallocated
       corporate
       overhead,
       excluding      $ (9,915  )    $ (11,727 )    $ (42,008 )    $ (42,309   )
       specified
       charges
       (Non-GAAP)

Total

       Net sales      $ 297,485      $ 342,227      $ 907,170      $ 1,032,046

       Operating        44,447         68,173         135,002        200,967
       income

       Operating
       income as a %    14.9    %      19.9    %      14.9    %      19.5      %
       of net sales

       Add back:

       Amortization
       related to       7,990          7,609          21,357         22,780
       acquisitions

       Severance        2,450          -              11,262         -

       Impairment
       and other        1,843          675            3,638          4,182
       charges(2)

       Operating
       losses for
       PCS Arkansas     1,164          -              3,846          -
       and Phase 1
       Scotland

       Costs
       associated
       with the         777            1,125          1,416          1,125
       evaluation of
       acquisitions

       U.S. pension     -              -              -              (3,276    )
       curtailment

       Gain on sale
       of UK real       (827    )      -              (827    )      -
       estate

       Convertible
       debt             53             38             150            67
       accounting
       (3)

       Operating
       income,
       excluding      $ 57,897       $ 77,620       $ 175,844      $ 225,845
       specified
       charges
       (Non-GAAP)

       Non-GAAP
       operating        19.5    %      22.7    %      19.4    %      21.9      %
       income as a %
       of net sales

       Charles River management believes that supplementary non-GAAP financial
       measures provide useful information to allow investors to gain a
       meaningful understanding of our core operating results and future
       prospects, without the effect of one-time charges, consistent with the
(1)    manner in which management measures and forecasts the Company's
       performance. The supplementary non-GAAP financial measures included are
       not meant to be considered superior to, or a substitute for results of
       operations prepared in accordance with GAAP. The Company intends to
       continue to assess the potential value of reporting non-GAAP results
       consistent with applicable rules and regulations.

       For the three months ended September 26, 2009 these items primarily
       related to an asset impairment associated with the Company's planned
       disposition of its PCS facility in Arkansas. For the nine months ended
       September 26, 2009 these items related primarily to an asset impairment
(2)    charge and costs associated with the Company's planned disposition of its
       PCS facility in Arkansas and the divesture of its clinical Phase I
       business in Scotland, as well as miscellaneous expenses. For the three
       and nine months ended September 27, 2008, these items primarily related
       to the Company's disposition of its legacy PCS facility in Worcester,
       Massachusetts and the divesture of its Vaccine business (RMS) in Mexico.

(3)    2009 and 2008 include the impact of new convertible debt accounting,
       which increased depreciation expense.




CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS (1)

(dollars in thousands, except for per share data)

                   Three Months Ended              Nine Months Ended

                   September 26,   September 27,   September 26,   September 27,

                   2009            2008            2009            2008

     Net income
     attributable  $ 37,313        $ 45,488        $ 96,872        $ 138,693
     to common
     shareholders

     Less:
     Discontinued    (3,451     )    -               (3,451     )    -
     operations

     Net income
     from            33,862          45,488          93,421          138,693
     continuing
     operations

     Add back:

     Amortization
     related to      7,990           7,609           21,357          22,780
     acquisitions

     Severance       2,450           -               11,262          -

     Impairment
     and other       1,843           675             3,638           4,182
     charges (2)

     Operating
     losses for
     PCS Arkansas    1,164           -               3,846           -
     and Phase 1
     Scotland

     Costs
     associated
     with the        777             1,125           1,416           1,125
     evaluation
     of
     acquisitions

     U.S. pension    -               -               -               (3,276     )
     curtailment

     Gain on sale
     of UK real      (827       )    -               (827       )    -
     estate

     Deferred tax    -               763             -               763
     revaluation

     Convertible
     debt            2,915           2,403           8,000           6,114
     accounting,
     net (3)

     Tax benefit
     of              (1,084     )    -               (1,084     )    -
     repatriation

     Tax effect      (6,470     )    (4,135     )    (17,090    )    (10,277    )

     Net income,
     excluding
     specified     $ 42,620        $ 53,928        $ 123,939       $ 160,104
     charges
     (Non-GAAP)

     Weighted
     average
     shares          64,985,522      67,167,827      65,391,036      67,380,141
     outstanding
     - Basic

     Effect of
     dilutive
     securities:

     2.25% senior
     convertible     -               1,752,046       -               1,547,131
     debentures

     Stock
     options and
     contingently    474,140         1,385,703       327,104         1,359,051
     issued
     restricted
     stock

     Warrants        2,544           619,121         964             405,911

     Weighted
     average
     shares          65,462,206      70,924,697      65,719,104      70,692,234
     outstanding
     - Diluted

     Basic
     earnings per  $ 0.57          $ 0.68          $ 1.48          $ 2.06
     share

     Diluted
     earnings per  $ 0.57          $ 0.64          $ 1.47          $ 1.96
     share

     Basic
     earnings per
     share,
     excluding     $ 0.66          $ 0.80          $ 1.90          $ 2.38
     specified
     charges
     (Non-GAAP)

     Diluted
     earnings per
     share,
     excluding     $ 0.65          $ 0.76          $ 1.89          $ 2.26
     specified
     charges
     (Non-GAAP)

     Charles River management believes that supplementary non-GAAP financial
     measures provide useful information to allow investors to gain a meaningful
     understanding of our core operating results and future prospects, without
     the effect of one-time charges, consistent with the manner in which
(1)  management measures and forecasts the Company's performance. The
     supplementary non-GAAP financial measures included are not meant to be
     considered superior to, or a substitute for results of operations prepared
     in accordance with GAAP. The Company intends to continue to assess the
     potential value of reporting non-GAAP results consistent with applicable
     rules and regulations.

     For the three months ended September 26, 2009 these items primarily related
     to an asset impairment associated with the Company's planned disposition of
     its PCS facility in Arkansas. For the nine months ended September 26, 2009
     these items related primarily to an asset impairment charge and costs
(2)  associated with the Company's planned disposition of its PCS facility in
     Arkansas and the divesture of its clinical Phase I business in Scotland, as
     well as miscellaneous expenses. For the three and nine months ended
     September 27, 2008, these items primarily related to the Company's
     disposition of its legacy PCS facility in Worcester, Massachusetts and the
     divesture of its Vaccine business (RMS) in Mexico.

     The three and nine months ended September 26, 2009 include the impact of new
     convertible debt accounting, which increased interest expense by $3,063 and
     $8,829, capitalized interest by $201 and $979 and depreciation expense by
(3)  $53 and $150, respectively. The three and nine months ended September 27,
     2008 have been restated to include the impact of new convertible debt
     accounting, which increased interest expense by $2,859 and $8,242,
     capitalized interest by $494 and $2,195 and depreciation expense by $38 and
     $67, respectively.




    Source: Charles River Laboratories International, Inc.


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