8-K

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

DATE OF REPORT (Date of earliest event reported):  May 5, 2003

COMMISSION FILE NUMBER 333-92383

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

(Exact Name of Registrant as specified in its Charter)

DELAWARE	06-1397316
(State of Incorporation)	(I.R.S. Employer Identification No.)
251 BALLARDVALE STREET, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices) (Zip Code)
978-658-6000
(Registrant’s Telephone Number, Including Area Code)

ITEM 9.  REGULATION FD DISCLOSURE

On May 5, 2003, Charles River Laboratories, Inc., wholly-owned subsidiary of the Registrant, posted to its company website an updated investor presentation, a copy of which is filed herewith as Exhibit 99.1.

EXHIBIT 99.1

Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Dated: May 5, 2003
		By:	/s/ Dennis R. Shaughnessy
		Dennis R. Shaughnessy, Sr. Vice President,
		Corporate Development, General Counsel
		and Secretary

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EX-99.1

Exhibit 99.1

Searchable text section of graphics shown above

Exhibit 99.1

[CHARLES RIVER LABORATORIES LOGO]

Contributing to the Search for Healthier Lives^TM

COMPANY OVERVIEW

[GRAPHIC] [LOGO]

SAFE HARBOR STATEMENT

This presentation 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,” “estimate,” “plan,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.  These statements are based on management’s current expectations, and involve a number of risks and uncertainties that could cause actual results to differ materially from those stated or implied by the forward-looking statements, and the Company expressly does not undertake any duty to update forward-looking statements, which speak only as of the date of this document.  Those risks and uncertainties include, but are not limited to:  a decrease in pre-clinical research and development spending or a decrease in the level of outsourced services; acquisition integration risks; special interest groups; contaminations; industry trends; new displacement technologies; outsourcing trends; 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 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 the Company’s Annual Report on Form 10-K as filed on March 20, 2003, with the Securities an d Exchange Commission.

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CONTRIBUTING TO THE SEARCH FOR HEALTHIER LIVES

Leading provider of products and services that facilitate drug discovery and development

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A unique focus on the pre-clinical space

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INVESTMENT HIGHLIGHTS

•      55 years in business

•      More than 3 decades of consistent growth and profitability

•      2002 financial results

•      Revenues - - $555 million

•      Operating margin - 22%

•      5000 employees worldwide

•      20% have been with Charles River 10 years or more

•      Management team average experience — 20 years

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INVESTMENT HIGHLIGHTS

•      Predictable and consistent financial performance

•      Leading market shares

•      Longstanding customers

•      Acquisition track record

•      Experienced management team

•      Growth driven by pharma R&D spending

•      Preclinical outsourcing

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80 production and laboratory facilities in 16 countries

46 contract staffing locations worldwide

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CRITICAL PATH TO DRUG DEVELOPMENT

[CHART]

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GROWTH IN PHARMA R&D SPENDING

Worldwide Pharmaceutical

R&D Spending

($ in billions)

[CHART]

Sources:  PhRMA Annual Survey 2002; Hambrecht & Quist - Better, Faster, Worldwide Too:

Update On Pharmaceutical Contract Support Organizations, January 1999; Company estimates

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Worldwide Pre-Clinical

R&D Spending

($ in billions)

[CHART]

Sources:  PhRMA Annual Survey 2002; Hambrecht & Quist - Better, Faster, Worldwide Too:

Update On Pharmaceutical Contract Support Organizations, January 1999; Company estimates

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BUSINESS SEGMENTS

Research Models

Biomedical Products & Services

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REVENUE COMPOSITION

2002 Sales: $555 million

[CHART]

•   Customers include all major pharmaceutical and biotech companies

•   No commercial customer accounts for > 3% of revenues

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ANIMAL RESEARCH MODELS:  40% OF REVENUES

•              More than 165 genetically and virally defined research models

•              Movement towards disease models — Diabetes, Alzheimer’s, Cardiovascular

•              Mandated by FDA and global regulatory agencies

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UNIQUE COMPETITIVE ADVANTAGES

•      Global reach

•      Long-standing customer relationships

•      Scientific depth

•      Biosecurity

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MARKET SHARE LEADER

2002 Worldwide Market Opportunity: $475+ million

[CHART]

Charles River is 4x larger than its next competitor

Source:  Company estimates

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NEW DEVELOPMENTS

STRATEGIC PARTNERSHIP WITH THE JACKSON LABORATORIES

•      Premier mammalian genetic research institution

•      Hundreds of unique mouse models

•      Exclusive distribution in Europe and Japan

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CAPACITY EXPANSION

•      New production facility in Canada

•      Added 25% more space

•      Massachusetts production facility

•      Added 40% more space

•      California production facility

•      Added 33% more space

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BIOMEDICAL PRODUCTS AND SERVICES: 60% OF REVENUES

•      Focus on high-growth areas of drug discovery and development

•      Discovery Services

•      Development Services

•      in vitro Technologies

•      Vaccine Support Services

•      Enables customers to outsource required drug development procedures

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WORLDWIDE MARKET OPPORTUNITY

$4+ billion

[CHART]

Charles River is #1 in all major markets

Sources:  PhRMA Annual Survey 2002; Hambrecht & Quist - Better, Faster, Worldwide Too:

Update On Pharmaceutical Contract Support Organizations, January 1999; Company estimates

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DISCOVERY SERVICES

•      Transgenic Services

•      Facilities in US, France, Japan

•      Laboratory and Research Services

•      Genetic testing

•      Infectious disease testing

•      Drug efficacy testing

•      Contract Site Management

•      Approximately 800 employees in the US and Europe

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NEW DEVELOPMENTS

DISCOVERY SERVICES

•      Growth of Transgenic Services business

•      New facility in Wilmington, MA added 70,000 sq ft — 50% occupied, 50% expansion space

•      Expansion in San Diego, CA

•      Growth in

•      Lyon, France

•      Tokyo, Japan

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FULL RANGE OF DEVELOPMENT SERVICES

Entire range of services to take molecule from discovery to FDA filing

•      Drug Safety Assessment

•      Pharmacokinetics / Metabolism

•      Bioanalytical Chemistry

•      Surgery / Pharmacology

•      Biosafety Testing

•      Pathology Services

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NEW DEVELOPMENTS

DEVELOPMENT SERVICES

•      Lower demand for drug safety testing

•      Pharma’s “barbell” focus

•      Biotech’s clinical focus

•      Pharma budgets solidified end of Q1

•      Some potential outsourcing business staying in-house

•      Waiting until last minute to commit to expensive studies

•      Increased capacity

•      Price pressure

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MAJOR ACQUISITIONS

BIOLABS – June 2002

Description	Privately held pre-clinical outsourcing services in western Ireland
	Performs bioassay, animal health, and medical device support
2001 Revenue	$10 million
Rationale	Established a base for expansion of our services portfolio in Europe
EPS Impact	Accretive

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[BIOLOGICAL LABORATORIES EUROPE LTD. LOGO]

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SPRINGBORN LABORATORIES — October 2002

Description	Privately held Ohio-based general and specialty toxicology services
LTM Revenue	$15 million
Rationale	Expanded geographic base and customer base to medium and small biopharmaceutical customers
EPS Impact	Accretive

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[SPRINGBORN LABORATORIES LOGO]

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JOINT VENTURE

CHARLES RIVER PROTEOMICS SERVICES – Opened April 2003

80/20 joint venture between Charles River and Proteome Systems Ltd provides leading-edge proteomics testing and analysis to enable researchers to rapidly identify proteins that may have commercial value as drug targets, biomarkers, or as the basis for diagnostic tests

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IN VITRO (NON-ANIMAL) TECHNOLOGIES

•      Only FDA-approved alternative to animal testing

•      Endotoxin testing for injectable drug / medical device lot release

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NEW DEVELOPMENTS

EXPANDED MARKET OPPORTUNITIES

•      In Vitro Pyrogen Test

•      Aimed at $50 million market for lot-release testing of products derived from human blood and biologicals

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EXPANDED MARKET OPPORTUNITIES

•      Portable LAL Device

•      Allows endotoxin testing in the workplace in real time

•      Developed in house

•      Technology leader

•      FDA approval in process

•      Once approved, doubles the market opportunity

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VACCINE SUPPORT PRODUCTS

•      SPF Chicken Eggs

•      Poultry and Human Vaccine Production

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GROWTH - MORE SALES TO SAME CUSTOMERS

[CHART]

Note:  Results are not to scale.

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GROWTH THROUGH STRATEGIC ACQUISITIONS

•      21 acquisitions and alliances since 1994

•      Stringent criteria for acquisitions

•      Non-dilutive

•      20% operating margin

•      15%+ top-line growth

•      Leading player

•      Scientific leadership

•      Leverage worldwide infrastructure

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FINANCIAL REVIEW

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FINANCIAL HIGHLIGHTS

Net Sales

Research Models 4-Year CAGR:	12	%
Biomedical Products & Services 4-Year CAGR:	39	%

($ in millions)

[CHART]

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[CHART]

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Operating Income(1)

[CHART]

(1)   Excludes unallocated corporate overhead

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EBITDA

[CHART]

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Return on Invested Capital

[CHART]

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Return on Net Operating Assets

[CHART]

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SOLID FINANCIAL PERFORMANCE

Adjusted Earnings per Share

[CHART]

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STRONG CAPITALIZATION

	As of Mar. 29, 2003			As of Dec. 28, 2002
($ in millions)	Actual			Actual
Cash & Cash Equivalents	$	119.0		$	127.5
Other Debt	7.6			10.8
Senior Convertible Debentures	185.0			185.0
Total Debt	$	192.6		$	195.8
Shareholder’s Equity	380.3			357.4
Total Capitalization	$	572.9		$	553.2
Net Debt / Total Capitalization	12.8		%	12.3		%

(1)   Adjusted for subsequent retirements of Senior Subordinated Notes and the Senior Convertible Debenture offering.

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2003 GUIDANCE

	2003	Q2
Net Sales
Research Models	11-14%
Biomedical Products & Services	11-14%
Total	11-14%	12-14%
Diluted EPS	$1.63-$1.68	$0.40-$ 0.42
Operating Cash Flow	$110-$115 M
CAPEX	$40 M
Free Cash Flow	$70-$75 M

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[CHARLES RIVER LABORATORIES LOGO]

Contributing to the Search for Healthier Lives^TM

Ticker: CRL

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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

RECONCILIATION OF GAAP SALES TO NON-GAAP SALES EXCLUDING FOREIGN EXCHANGE

(dollars in thousands)

	Three Months Ended
	March 29, 2003			March 30, 2002		% Increase
North American Research Model Sales
North American Research Model Sales	$	27,539		$	24,991	10.2	%
Foreign exchange impact	(119		)	—
North American Research Model Sales at prior year rates	$	27,420		$	24,991	9.7	%
European Research Model Sales
European Research Model Sales	$	18,714		$	14,503	29.0	%
Foreign exchange impact	(3,236		)	—
European Research Model Sales at prior year rates	$	15,478		$	14,503	6.7	%
Japan Research Model Sales
Japan Research Model Sales	$	12,990		$	11,867	9.5	%
Foreign exchange impact	(1,327		)	—
Japan Research Model Sales at prior year rates	$	11,663		$	11,867	-1.7	%
Large Model Sales
Large Model Sales	$	5,884		$	5,538	6.2	%
Total Research Model Sales
Total Research Model Sales	$	65,127		$	56,899	14.5	%
Foreign exchange impact	(4,682		)	—
Total Research Model Sales at prior year rates	$	60,445		$	56,899	6.2	%

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May 5, 2003

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

RECONCILIATION OF GAAP TO NON-GAAP EBITDA

(dollars in thousands)

	Three Months Ended
	March 29, 2003			March 30, 2002
EBITDA
Operating Earning	$	33,848		$	28,410
Depreciation and amortization	6,925			5,434
EBITDA	$	40,773		$	33,844
Total Net Sales	$	152,125		$	133,820
EBITDA as a percent of net sales	26.8		%	25.3		%

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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

RECONCILIATION OF GAAP EPS TO NON-GAAP EPS

(dollars in thousands, except for per share data)

	Three Months Ended
	March 31, 2001			June 30, 2001			September 29, 2001			December 29, 2001			March 30, 2002			June 29, 2002			September 28, 2002			December 28, 2002
Net Income (loss)	$	6,951		$	9,018		$	10,521		$	8,917		(2,232		)	16,328			18,531			17,505
Add Back:
Loss on debt retirement	365			2,435			1,975			3,291			27,479			1,790			613			—
Non-GAAP impact on provision for income taxes	(128		)	(852		)	(691		)	(1,152		)	(10,717		)	(698		)	(236		)	—
Non-GAAP net income	$	7,188		$	10,601		$	11,805		$	11,056		$	14,530		$	17,420		$	18,908		$	17,505
After tax equivalent Interest Expense	28			27			27			27			$	714		$	996		$	995		$	996
Non-GAAP net income for calculation of fully diluted earnings per share	$	7,216		$	10,628		$	11,832		$	11,083		$	15,244		$	18,416		$	19,903		$	18,501
Non-GAAP Earnings per common share
Basic	$	0.20		$	0.26		$	0.27		$	0.25		$	0.33		$	0.39		$	0.42		$	0.39
Diluted	$	0.18		$	0.24		$	0.26		$	0.24		$	0.31		$	0.36		$	0.39		$	0.36
Non-GAAP Weighted average number of common shares outstanding
Basic	36,582,532			40,175,630			43,054,478			44,133,268			44,254,895			44,557,027			44,836,974			45,077,506
3.5% senior convertible debentures													3,401,024			4,759,455			4,759,455			4,759,455
Stock options	985,782			1,036,294			1,089,075			1,101,873			990,494			1,076,211			1,242,543			1,198,628
Warrants	2,718,731			2,711,927			1,407,259			1,034,810			855,707			659,682			523,291			483,054
2% Convertible notes	—			128,315			128,315			128,315			35,251			—			—			—
Non-GAAP Diluted	40,287,045			44,052,166			45,679,127			46,398,266			49,537,371			51,052,375			51,362,263			51,518,643

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