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 13, 2013
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 13, 2013, Charles River Laboratories International, Inc. issued a press release providing financial results for the quarter and fiscal year ended December 29, 2012.

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 Laboratories Announces Fourth-Quarter and Full-Year 2012 Results from Continuing Operations

– Fourth-Quarter Sales of $280.1 Million and Full-Year 2012 Sales of $1.13 Billion –

– Fourth-Quarter GAAP Earnings per Share of $0.47 and Non-GAAP Earnings per Share of $0.64 –

– Full-Year GAAP Earnings per Share of $2.10 and Non-GAAP Earnings per Share of $2.74 –

– Updates 2013 Sales Guidance; Reaffirms 2013 EPS Guidance –

WILMINGTON, Mass.--(BUSINESS WIRE)--February 13, 2013--Charles River Laboratories International, Inc. (NYSE: CRL) today reported its results for the fourth-quarter and full-year 2012. For the quarter, net sales from continuing operations were $280.1 million, a decrease of 3.7% from $291.0 million in the fourth quarter of 2011. On a segment basis, sales decreased in the Research Models and Services (RMS) segment, but were essentially unchanged in the Preclinical Services (PCS) segment.

The addition of a 53^rd week at the end of 2011, which is periodically required to true up to a December 31^st fiscal year end, reduced reported sales growth by approximately 4.3% in the fourth quarter of 2012. Foreign currency translation reduced reported fourth-quarter sales by an additional 0.7%. Excluding these two factors, fourth-quarter 2012 adjusted sales growth was 1.3%.

On a GAAP basis, net income from continuing operations for the fourth quarter of 2012 was $22.7 million, or $0.47 per diluted share, compared to $27.1 million, or $0.55 per diluted share, for the fourth quarter of 2011.

On a non-GAAP basis, net income from continuing operations was $31.0 million for the fourth quarter of 2012, a decline of 7.5% from $33.6 million for the same period in 2011. Fourth-quarter diluted earnings per share on a non-GAAP basis were $0.64, a decrease of 7.2% compared to $0.69 per share in the fourth quarter of 2011. Lower operating income was the primary driver of the decline.

James C. Foster, Chairman, President and Chief Executive Officer, said, “Our fourth-quarter operating results were in line with our expectations, concluding a year in which we made significant progress on our goal to position ourselves as the partner of choice for early-stage drug research and development support. We have differentiated ourselves from the competition through our unique focus on early research, building a portfolio of essential products and services which enable our clients to outsource a broad portion of their research and development activities.”

“Our value proposition is resonating with biopharmaceutical companies and academic institutions, who are increasingly choosing to partner with Charles River as evidenced by the market share gains we achieved in 2012 through strategic client relationships. We believe these gains support our 2013 guidance of 4% to 6% sales growth, and non-GAAP earnings per share in a range between $2.80 and $2.90.”

The Company reports results from continuing operations, which excludes results of the Phase I clinical business that was divested in 2011. The Phase I business is reported as a discontinued operation.

Fourth-Quarter Segment Results

Research Models and Services (RMS)

Net sales for the RMS segment were $171.8 million in the fourth quarter of 2012, a decrease of 5.8% from $182.4 million in the fourth quarter of 2011. The absence of the 53^rd week and foreign currency translation reduced reported sales growth by 4.1% and 1.4%, respectively. Excluding these two factors, the adjusted RMS sales decline was 0.3%. The decrease was driven by lower sales of research models, offset by robust sales for the Endotoxin and Microbial Detection (EMD) business, which included the acquisition of Accugenix.

In the fourth quarter of 2012, the RMS segment’s GAAP operating margin was 25.6% compared to 27.6% for the fourth quarter of 2011. On a non-GAAP basis, the operating margin decreased to 27.3% from 28.8% in the fourth quarter of 2011. The non-GAAP operating margin decline was primarily attributable to lower sales and profitability for small research models, which were affected by constrained client spending prior to the end of the year.

Preclinical Services (PCS)

Fourth-quarter 2012 net sales from continuing operations for the PCS segment were $108.3 million, essentially unchanged from $108.5 million in the fourth quarter of 2011. The absence of the 53^rd week reduced reported sales growth by 4.6%, while foreign currency translation benefited reported sales by 0.4%. Excluding these two factors, adjusted PCS sales increased by 4.0%, primarily due to increased sales to strategic relationship clients and mid-tier clients.

In the fourth quarter of 2012, the PCS segment’s GAAP operating margin increased to 8.0% from 3.8% in the fourth quarter of 2011. On a non-GAAP basis, the operating margin decreased to 12.1% from 13.0% in the fourth quarter of 2011. The non-GAAP operating margin decline was primarily attributable to a non-income based tax adjustment that benefited the fourth quarter of 2011.

Stock Repurchase Update

During the fourth quarter of 2012, the Company repurchased approximately 483,000 shares for $18.6 million. As of December 29, 2012, Charles River had $54.8 million remaining on its $750 million stock repurchase authorization.

Full-Year Results

For 2012, net sales from continuing operations decreased by 1.1% to $1.13 billion from $1.14 billion in 2011. The absence of the 53^rd week and foreign currency translation reduced reported sales growth by 1.1% and 1.9%, respectively. Excluding these two factors, adjusted sales growth was 1.9%.

On a GAAP basis, net income from continuing operations for 2012 was $102.1 million, or $2.10 per diluted share, compared to $115.5 million, or $2.24 per diluted share, in 2011.

On a non-GAAP basis, net income from continuing operations for 2012 was $132.5 million, or $2.74 per diluted share, compared to $131.3 million, or $2.56 per diluted share, in 2011.

Research Models and Services (RMS)

For 2012, RMS net sales were $695.1 million, a decrease of 1.5% from $705.4 million in 2011. The absence of the 53^rd week and foreign currency translation reduced reported sales growth by 1.1% and 2.5%, respectively. Excluding these two factors, adjusted RMS sales growth was 2.1%. On a GAAP basis, the RMS segment operating margin was 29.1% in 2012, compared to 29.2% in 2011. On a non-GAAP basis, the operating margin was 30.7% in 2012, compared to 30.4% in 2011.

Preclinical Services (PCS)

For 2012, PCS net sales were $434.4 million, a decrease of 0.6% from $437.2 million in 2011. The absence of the 53^rd week and foreign currency translation reduced reported sales growth by 1.1% each. Excluding these two factors, adjusted PCS sales growth was 1.6%. On a GAAP basis, the PCS segment operating margin was 8.0% in 2012, compared to 5.7% in 2011. On a non-GAAP basis, the operating margin was 11.8% in 2012, compared to 12.6% in 2011.

Items Excluded from Non-GAAP Results

Items excluded from non-GAAP results in the fourth quarter of 2012 and 2011 were as follows:

(1) In the fourth quarter of 2012, these items were related primarily to an inventory write-off associated with a dispute concerning large model inventory held at a vendor which the Company believes is non-recoverable.

Items excluded from non-GAAP results in 2012 and 2011 were as follows:

(1) In 2012, these items were related primarily to an asset impairment associated with the consolidation of certain RMS Europe operations and an inventory write-off associated with a dispute concerning large model inventory held at a vendor which the Company believes is non-recoverable, partially offset by a gain on the sale of real estate related to RMS Canada. In 2011, these items were related primarily to asset impairments associated with certain RMS and PCS operations; gains related to dispositions of RMS facilities in Michigan and Europe; costs associated with exiting a defined benefit plan in RMS Japan; and costs associated with exiting a corporate leased facility.

2013 Guidance

The Company is updating its forward-looking sales guidance to reflect the impact of foreign exchange, which is now expected to be negligible. The Company is also reaffirming its forward-looking earnings per share guidance based on continuing operations for 2013.

(1) These costs relate primarily to the Company’s PCS facility in Massachusetts.

Webcast

Charles River Laboratories has scheduled a live webcast on Thursday, February 14, 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 amortization of intangible assets and other charges related to our acquisitions, expenses associated with evaluating acquisitions, charges and operating losses attributable to businesses we plan to close, consolidate or divest, severance costs associated with our cost-savings actions, adjustments to contingent consideration related to businesses we have acquired, the write-off of deferred financing costs related to our credit facility, losses on sales of auction rate securities, taxes associated with the disposition of our Phase I clinical business, the write-down of our large model inventory, the gain on the settlement of a life insurance policy, fees and tax costs associated with corporate subsidiary restructuring, and 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. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. This press release also refers to our sales in both a GAAP and non-GAAP (constant currency) basis. 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. Presenting sales on a constant currency basis allows investors to measure our organic sales growth net of foreign currency exchange fluctuations more clearly. 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 2013 financial performance including sales, earnings per share, and the expected impact of foreign exchange rates; the future demand for drug discovery and development products and services, including our expectations for revenue trends for 2013; the development and performance of our services and products, including the impact this can have on our clients’ drug development models; 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 cost-savings actions on an effective and timely basis (including divestitures and site closures); 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 27, 2012, 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 dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development 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