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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

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

FOR THE FISCAL YEAR ENDED December 25, 2021

OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

Commission File No. 001-15943

crl-20211225_g1.jpg

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware06-1397316
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
251 Ballardvale StreetWilmingtonMassachusetts01887
(Address of Principal Executive Offices)(Zip Code)

(Registrant’s telephone number, including area code): (781) 222-6000


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTicker symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueCRLNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Yes ☐ No ☒

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

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

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

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

On June 26, 2021, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $18,338,961,840. As of January 21, 2022, there were 50,486,047 shares of the registrant’s common stock outstanding, $0.01 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders scheduled to be held on May 10, 2022, which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December 25, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 2022 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed filed as part of this Form 10-K.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

ANNUAL REPORT ON FORM 10-K

FOR FISCAL YEAR 2021

TABLE OF CONTENTS

ItemPage
PART I
1Business1
1ARisk Factors16
1BUnresolved Staff Comments34
2Properties34
3Legal Proceedings35
4Mine Safety Disclosures35
PART II
5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36
6Reserved37
7Management's Discussion and Analysis of Financial Condition and Results of Operations38
7AQuantitative and Qualitative Disclosures about Market Risk54
8Financial Statements and Supplementary Data55
9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108
9AControls and Procedures109
9BOther Information110
9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections110
PART III
10Directors, Executive Officers and Corporate Governance111
11Executive Compensation111
12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111
13Certain Relationships and Related Transactions, and Director Independence111
14Principal Accountant Fees and Services111
PART IV
15Exhibits and Financial Statement Schedules112
16Form 10-K Summary113
Signatures114

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

PART I

Next: Item 1. Business