UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

February 8, 2011
Date of Report (Date of earliest event reported)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as specified in its Charter)
______________

______________

781-222-6000
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The following information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 8, 2011, Charles River Laboratories International, Inc. issued a press release providing financial results for the quarter and fiscal year ended December 25, 2010.

The press release, attached as an exhibit to this report, includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are "forward-looking" rather than historic. The press release also states that these and other risks relating to Charles River are set forth in the documents filed by Charles River with the Securities and Exchange Commission.

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 hereunto duly authorized.

Exhibit Index

4

Exhibit 99.1

Charles River Announces Fourth-Quarter and Full-Year 2010 Results from Continuing Operations

– Company Records Goodwill and Other Impairments of $395.0 Million, or $6.28 per Share –

– Fourth-Quarter Sales of $281.7 Million and Full-Year 2010 Sales of $1.13 Billion –

– Fourth-Quarter GAAP Loss per Share of $5.94 and Non-GAAP Earnings per Share of $0.60 –

– Full-Year GAAP Loss per Share of $5.25 and Non-GAAP Earnings per Share of $1.99 –

– Reaffirms Sales and Non-GAAP EPS Guidance for 2011; Updates 2011 GAAP EPS Guidance –

WILMINGTON, Mass.--(BUSINESS WIRE)--February 8, 2011--Charles River Laboratories International, Inc. (NYSE: CRL) today reported its results for the fourth-quarter and full-year 2010. For the quarter, net sales from continuing operations were $281.7 million, a decline of 2.9% from $290.0 million in the fourth quarter of 2009. Foreign currency translation reduced the reported sales by 1.2%. Sales declined in the Preclinical Services (PCS) segment, but were only slightly lower in the Research Models and Services (RMS) segment.

On a GAAP basis, the net loss from continuing operations for the fourth quarter of 2010 was $342.4 million, or $5.94 per diluted share, compared to net income of $18.3 million, or $0.29 per diluted share, for the fourth quarter of 2009. The results for the fourth quarter of 2010 included a non-cash goodwill impairment of $305.0 million, or $5.28 per diluted share, in connection with management’s annual assessment of goodwill on its balance sheet. The results also included an asset impairment of $90.0 million related primarily to the Company’s preclinical facilities in Massachusetts and China. There was no impact on the Company’s cash flow as a result of the goodwill and asset impairments.

On a non-GAAP basis, net income from continuing operations was $34.5 million for the fourth quarter of 2010, compared to $32.5 million for the same period in 2009, an increase of 6.4%. Fourth-quarter diluted earnings per share on a non-GAAP basis were $0.60, an increase of 22.4% compared to $0.49 per share in the fourth quarter of 2009. The non-GAAP results benefited from a lower tax rate, cost-saving actions and share repurchases, partially offset by the impact of lower sales compared to the prior year.

James C. Foster, Chairman, President and Chief Executive Officer, said, “Sales in both the RMS and PCS segments increased sequentially when compared to the third quarter of 2010, which we believe reflected improved client demand across our early-stage development portfolio, as well as year-end spending of available funds on our In Vitro products. We stated previously that we expect our first quarter results will be less robust than the fourth quarter of 2010, as our clients work through the normal process of prioritizing projects and determining their use of external resources. However, we remain confident in our business prospects for 2011 and are reaffirming our 2011 sales and non-GAAP EPS guidance.”

The Company reports results from continuing operations, which excludes results of the Phase I business for which it is evaluating strategic alternatives. This business is now reported as a discontinued operation, and the Company has reclassified historical comparisons accordingly.

Fourth-Quarter Segment Results

Research Models and Services (RMS)

Sales for the RMS segment were $168.4 million in the fourth quarter of 2010, a decrease of 0.6% from $169.4 million in the fourth quarter of 2009. Foreign currency translation reduced the sales growth rate by 1.6%. Excluding the effect of foreign exchange, RMS sales increased by 1.0% driven by higher sales of In Vitro products and Discovery Services (formerly Discovery and Imaging Services).

In the fourth quarter of 2010, the RMS segment’s GAAP operating margin was 26.4% compared to 28.8% for the fourth quarter of 2009. On a non-GAAP basis, the operating margin increased to 30.5% from 30.1% in the fourth quarter of 2009. The non-GAAP margin improvement was primarily attributable to higher sales and efficiencies derived from cost-saving actions.

Preclinical Services (PCS)

Fourth-quarter 2010 net sales from continuing operations for the PCS segment were $113.3 million, a decrease of 6.0% from $120.5 million in the fourth quarter of 2009. The PCS sales decline was due primarily to slower demand for our services from our large pharmaceutical clients, as well as less specialty toxicology in the sales mix. Foreign currency translation reduced the sales growth rate by 0.6%.

On a non-GAAP basis, which excluded the goodwill and other impairment charges, the PCS operating margin improved to 12.0% from 11.7% in the fourth quarter of 2009. The non-GAAP operating margin benefited primarily from the impact of cost-saving actions, partially offset by lower sales. As a result of the impairment charges, the fourth-quarter GAAP operating margin from continuing operations was (345.9%) compared to 1.6% in the fourth quarter of 2009.

Full-Year Results

For 2010, net sales from continuing operations decreased by 3.3% to $1.13 billion from $1.17 billion in the same period in 2009. Foreign currency translation benefited net sales growth by 0.1%.

On a GAAP basis, the net loss from continuing operations for 2010 was $334.1 million, or $5.25 per diluted share, compared to net income of $111.2 million, or $1.72 per diluted share, in 2009. In addition to the fourth-quarter goodwill and asset impairments, the 2010 results also includes the $30.0 million termination fee related to the acquisition agreement with WuXi PharmaTech.

On a non-GAAP basis, net income from continuing operations for 2010 was $125.6 million, or $1.99 per diluted share, compared to $154.0 million, or $2.35 per diluted share, in 2009.

Research Models and Services (RMS)

For 2010, RMS net sales were $667.0 million, an increase of 1.1% from net sales of $659.9 million in 2009. Foreign currency translation reduced the sales growth rate by 0.5%. On a GAAP basis, the RMS segment operating margin was 27.7% in 2010, compared to 29.3% in 2009. On a non-GAAP basis, the operating margin was 29.5% compared to 30.9% in 2009.

Preclinical Services (PCS)

For 2010, PCS net sales from continuing operations were $466.4 million, a decrease of 8.8% from net sales of $511.7 million in 2009. Foreign currency translation benefited net sales growth by 0.9%. On a non-GAAP basis, excluding the goodwill and other impairment charges, the PCS operating margin was 11.9% compared to 14.8% in 2009. As a result of the impairment charges, the 2010 GAAP operating margin from continuing operations was (81.4%) compared to 7.8% in 2009.

Stock Repurchase Update

Under the Accelerated Stock Repurchase (ASR) program, announced on August 27, 2010, to repurchase $300 million of common stock, at Morgan Stanley & Co. Incorporated’s discretion, the Company received an additional 1.25 million shares on December 21, 2010. To date, the Company has received a total of 8.0 million shares under the ASR program. The Company expects the ASR program to be completed on February 11, 2011, at which time the Company will receive any additional shares repurchased under the program. The actual total number of shares to be repurchased under the ASR program will be determined based on a discount to the daily volume weighted average price (VWAP) of its common stock over the course of the calculation period. Upon completion of the ASR program, Charles River is expected to have $397.1 million remaining on its $750 million stock repurchase authorization. As previously stated, the Company plans to repurchase approximately $150 million of additional common stock in 2011.

Items Excluded from Non-GAAP Results

Items excluded from non-GAAP results in the fourth quarter of 2010 and 2009 were as follows:

(1) In the fourth quarter of 2010, these items were related primarily to goodwill and asset impairments associated with the Company’s PCS business segment. The asset impairment charges for the quarter were reduced by $4.3 million to account for the portion of the asset impairments associated with the non-controlling interest in the Company’s PCS facility in China. In the fourth quarter of 2009, these items were related primarily to asset impairments associated with certain RMS and PCS facilities which are no longer in use.

Items excluded from non-GAAP results in 2010 and 2009 were as follows:

(1) In 2010, these items were related primarily to goodwill and asset impairments associated with the Company’s PCS business segment. The asset impairment charges for the year were reduced by $4.3 million to account for the portion of the asset impairments associated with the non-controlling interest in the Company’s PCS facility in China. In 2009, these items were related primarily to an asset impairment and costs associated with the Company’s planned disposition of its PCS facility in Arkansas, as well as additional miscellaneous expenses.

2011 Guidance

The Company reaffirms its forward-looking guidance based on continuing operations for 2011 sales and non-GAAP earnings per share, which was originally provided on December 14, 2010. The Company has updated its 2011 GAAP earnings per share guidance to reflect minor adjustments related to the operating losses of its preclinical facilities in Massachusetts and China. Guidance for 2011 excludes the results of the Company’s Phase I business as a discontinued operation. Furthermore, the operating loss of the China preclinical facility has been excluded from non-GAAP results. Based on current rates, foreign exchange is expected to have a negligible impact on consolidated sales.

(1) These items include severance costs associated with the Company’s fourth-quarter 2010 actions, as well as operating losses primarily attributable to the suspension of operations at its PCS facility in Massachusetts and its PCS facility in China, for which the Company intends to pursue strategic alternatives.

(2) These items are primarily related to lease impairment charges associated with the Company’s fourth-quarter 2010 actions.

Webcast

Charles River Laboratories has scheduled a live webcast on Wednesday, February 9, 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 the non-cash goodwill and other asset impairments in the fourth quarter of 2010, amortization of intangible assets and other charges related to our acquisitions, expenses associated with evaluating acquisitions (including costs related to the termination of the acquisition of WuXi PharmaTech), charges and operating losses attributable to our businesses we plan to close or divest, severance costs associated with our 2009 and 2010 cost-saving actions, tax expense (benefit) associated with the repatriation of cash into the United States, write-offs of deferred financing costs related to the extinguishment of debt, the additional interest recorded as a result of the adoption in 2009 of an accounting standard related to our convertible debt accounting which increased interest and depreciation expense, gains from the sale of U.K. real estate, and the positive impact of adjustments to contingent consideration payable for earlier acquisitions. 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 press 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 2011 financial performance including sales and earnings per share; the future demand for drug discovery and development products and services (particularly in light of the challenging economic environment); our expectations regarding stock repurchases, which include our accelerated stock repurchase program, the number of shares to be repurchased, expected timing and duration, the amount of capital that may be expended and the treatment of repurchased shares; the development and performance of our services and products; market and industry conditions including the outsourcing of these services and present spending trends by our customers; the impact of specific actions intended to more accurately align our infrastructure to the current operating environment, and to improve overall operating efficiencies and profitability; 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. 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 businesses we acquire; the ability to execute our fourth-quarter 2010 actions on an effective and timely basis; the timing and magnitude of our share repurchases; negative trends in research and development spending, negative trends 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 19, 2010, 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 7,500 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.

CONTACT:
Charles River Laboratories International, Inc.
Investor Contact:
Susan E. Hardy, 781-222-6190
Corporate Vice President, Investor Relations
susan.hardy@crl.com
or
Media Contact:
Amy Cianciaruso, 781-222-6168
Director, Public Relations
amy.cianciaruso@crl.com