A Dark Vector Cognition product

Item 1. Financial Statements

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Item 1. Financial Statements

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts)

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Service revenue$808,042$832,463$2,446,801$2,492,225
Product revenue196,810177,300574,354555,215
Total revenue1,004,8521,009,7633,021,1553,047,440
Costs and expenses
Cost of services provided (excluding amortization of intangible assets)572,635568,6991,734,9391,724,246
Cost of products sold (excluding amortization of intangible assets)93,42592,043272,625275,617
Selling, general and administrative177,589199,213546,937555,295
Amortization of intangible assets27,40432,403158,05297,248
Operating income133,799117,405308,602395,034
Other income (expense)
Interest income1,4221,5283,9236,740
Interest expense(25,403)(30,284)(83,254)(98,054)
Other income (expense), net(22,618)2,592(34,675)6,185
Income before income taxes87,20091,241194,596309,905
Provision for income taxes31,64420,94660,46970,867
Net income55,55670,295134,127239,038
Less: Net income attributable to noncontrolling interests1,1346381,9102,340
Net income attributable to Charles River Laboratories International, Inc.$54,422$69,657$132,217$236,698
Calculation of net income per share attributable to Charles River Laboratories International, Inc. common shareholders
Net income attributable to Charles River Laboratories International, Inc.$54,422$69,657$132,217$236,698
Less: Adjustment of redeemable noncontrolling interests—379—1,081
Less: Incremental dividends attributed to noncontrolling interest holders—599—9,621
Net income available to Charles River Laboratories International, Inc. common shareholders$54,422$68,679$132,217$225,996
Earnings per common share
Basic$1.11$1.34$2.66$4.39
Diluted$1.10$1.33$2.65$4.37
Weighted-average number of common shares outstanding
Basic49,21351,39449,68051,461
Diluted49,42651,58349,86651,713
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Net income$55,556$70,295$134,127$239,038
Other comprehensive income (loss):
Foreign currency translation adjustment(26,962)85,018154,639500
Amortization of net loss, settlement losses, and prior service benefit included in total cost for pension and other post-retirement benefit plans4623521,3271,038
Unrealized losses on hedging instruments—(1,060)—(688)
Other comprehensive income (loss), before income taxes(26,500)84,310155,966850
Less: Income tax expense (benefit) related to items of other comprehensive income(952)8,34828,967848
Comprehensive income, net of income taxes30,008146,257261,126239,040
Less: Comprehensive income (loss) related to noncontrolling interests, net of income taxes735(238)3,180(1,214)
Comprehensive income attributable to Charles River Laboratories International, Inc., net of income taxes$29,273$146,495$257,946$240,254
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share amounts)

September 27, 2025December 28, 2024
Assets
Current assets:
Cash and cash equivalents$207,097$194,606
Trade receivables and contract assets, net of allowances for credit losses of $13,805 and $18,301, respectively734,482720,915
Inventories302,550278,544
Prepaid assets121,535103,210
Other current assets166,440105,796
Total current assets1,532,1041,403,071
Property, plant and equipment, net1,591,6251,604,014
Venture capital and strategic equity investments194,635218,350
Operating lease right-of-use assets, net374,273412,490
Goodwill2,922,2812,846,608
Intangible assets, net571,094723,400
Deferred tax assets36,90742,179
Other assets290,893278,233
Total assets$7,513,812$7,528,345
Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Accounts payable$169,615$140,337
Accrued compensation269,697179,418
Deferred revenue237,728248,322
Accrued liabilities228,895232,010
Other current liabilities215,953194,014
Total current liabilities1,121,888994,101
Long-term debt, net and finance leases2,185,4532,240,205
Operating lease right-of-use liabilities443,185483,789
Deferred tax liabilities123,007106,960
Other long-term liabilities189,462195,212
Total liabilities4,062,9954,020,267
Commitments and contingencies (Notes 10, 12, and 14)
Redeemable noncontrolling interests40,49241,126
Equity:
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding——
Common stock, $0.01 par value; 120,000 shares authorized; 51,351 shares issued and 49,215 shares outstanding as of September 27, 2025, and 51,141 shares issued and outstanding as of December 28, 2024514511
Additional paid-in capital2,015,6651,966,237
Retained earnings1,944,3171,812,100
Treasury stock, at cost, 2,136 and zero shares, as of September 27, 2025 and December 28, 2024, respectively(363,431)—
Accumulated other comprehensive loss(191,616)(317,345)
Total Charles River Laboratories International, Inc. equity3,405,4493,461,503
Nonredeemable noncontrolling interest4,8765,449
Total equity3,410,3253,466,952
Total liabilities, redeemable noncontrolling interests and equity$7,513,812$7,528,345
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Nine Months Ended
September 27, 2025September 28, 2024
Cash flows relating to operating activities
Net income$134,127$239,038
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization325,035259,637
Long-lived asset impairments36,18517,339
Stock-based compensation53,45152,656
Deferred income taxes(15,122)(25,988)
Write down of inventories10,69711,472
(Gains) losses and impairments on venture capital and strategic equity investments, net33,955(8,788)
Provision for credit losses4,5598,223
(Gain) loss on divestitures, net(3,376)659
Other, net3,3068,900
Changes in assets and liabilities:
Trade receivables and contract assets, net8,10618,300
Inventories(45,280)13,789
Accounts payable40,747(7,095)
Accrued compensation81,870(1,981)
Deferred revenue(12,319)13,583
Customer contract deposits(533)14,707
Other assets and liabilities, net(65,282)(39,236)
Net cash provided by operating activities590,126575,215
Cash flows relating to investing activities
Capital expenditures(130,202)(157,351)
Purchases of investments and contributions to venture capital investments(12,544)(45,264)
Proceeds from sale of investments5,63739,470
Proceeds from sale of businesses and assets, net17,441—
Acquisition of businesses and assets, net of cash acquired—(5,479)
Other, net3,154(358)
Net cash used in investing activities(116,514)(168,982)
Cash flows relating to financing activities
Proceeds from long-term debt and revolving credit facility1,070,861976,783
Payments on long-term debt, revolving credit facility, and finance lease obligations(1,141,500)(1,316,990)
Proceeds from exercises of stock options323,110
Purchase of treasury stock(360,577)(119,051)
Payments of contingent consideration(21,822)—
Purchase of remaining equity interest of other redeemable noncontrolling interests(19,140)(12,000)
Other, net(12,687)(26,900)
Net cash used in financing activities(484,862)(475,048)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash14,900(4,025)
Net change in cash, cash equivalents, and restricted cash3,650(72,840)
Cash, cash equivalents, and restricted cash, beginning of period205,570284,480
Cash, cash equivalents, and restricted cash, end of period$209,220$211,640
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (UNAUDITED)

(in thousands)

Redeemable Noncontrolling InterestsCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Charles River Laboratories, Inc. EquityNoncontrolling InterestTotal Equity
SharesAmountSharesAmount
December 28, 2024$41,12651,141$511$1,966,237$1,812,100$(317,345)—$—$3,461,503$5,449$3,466,952
Net income75———25,469———25,46933425,803
Other comprehensive income (loss), net of tax(858)————52,099——52,099—52,099
Adjustment of redeemable noncontrolling interests to redemption value1,320——(1,320)————(1,320)—(1,320)
Issuance of stock under employee compensation plans—601—————1—1
Purchase of treasury shares——————2,086(353,132)(353,132)—(353,132)
Share repurchase excise tax———————(3,419)(3,419)—(3,419)
Stock-based compensation———13,135————13,135—13,135
March 29, 2025$41,66351,201$512$1,978,052$1,837,569$(265,246)2,086$(356,551)$3,194,336$5,783$3,200,119
Net income (loss)(159)———52,326———52,32652652,852
Other comprehensive income, net of tax2,527————98,779——98,779—98,779
Adjustment of redeemable noncontrolling interest to redemption value2,383——(2,383)————(2,383)—(2,383)
Dividends to noncontrolling interests(6,458)——————————
Issuance of stock under employee compensation plans—1431—————1—1
Purchase of treasury shares——————50(6,787)(6,787)—(6,787)
Stock-based compensation———17,049————17,049—17,049
June 28, 202539,95651,3445131,992,7181,889,895(166,467)2,136(363,338)3,353,3216,3093,359,630
Net income615———54,422———54,42251954,941
Other comprehensive (loss) income, net of tax(399)————(25,149)——(25,149)—(25,149)
Adjustment of redeemable noncontrolling interest to redemption value320——(320)————(320)—(320)
Dividends to noncontrolling interest—————————(1,952)(1,952)
Issuance of stock under employee compensation plans—71—————1—1
Purchase of treasury shares———————(93)(93)—(93)
Stock-based compensation———23,267————23,267—23,267
September 27, 2025$40,49251,351$514$2,015,665$1,944,317$(191,616)2,136$(363,431)$3,405,449$4,876$3,410,325
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (UNAUDITED)

(in thousands)

Redeemable Noncontrolling InterestsCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTreasury StockTotal Charles River Laboratories, Inc. EquityNoncontrolling InterestTotal Equity
SharesAmountSharesAmount
December 30, 2023$56,72251,338$513$1,905,578$1,887,218$(196,427)—$—$3,596,882$5,394$3,602,276
Net income1,201———72,960———72,96032173,281
Other comprehensive loss, net of tax(2,763)————(53,492)——(53,492)—(53,492)
Adjustment of redeemable noncontrolling interests to redemption value4,807——(4,406)(401)———(4,807)—(4,807)
Dividends declared to noncontrolling interests(2,192)——————————
Issuance of stock under employee compensation plans—214221,503————21,505—21,505
Purchase of treasury shares——————42(9,351)(9,351)—(9,351)
Stock-based compensation———16,738————16,738—16,738
March 30, 2024$57,77551,552$515$1,939,413$1,959,777$(249,919)42$(9,351)$3,640,435$5,715$3,646,150
Net income (loss)(332)———94,081———94,08151294,593
Other comprehensive income (loss), net of tax85————(19,790)——(19,790)—(19,790)
Adjustment of redeemable noncontrolling interests to redemption value496——(195)(301)———(496)—(496)
Dividends declared to noncontrolling interests—————————(1,938)(1,938)
Purchase of remaining equity interest of other redeemable noncontrolling interest(12,000)——————————
Adjustment of purchase price of Noveprim redeemable noncontrolling interest52——————————
Issuance of stock under employee compensation plans—1442824————826—826
Purchase of treasury shares——————41(8,914)(8,914)—(8,914)
Stock-based compensation———16,587————16,587—16,587
June 29, 2024$46,07651,696$517$1,956,629$2,053,557$(269,709)83$(18,265)$3,722,729$4,289$3,727,018
Net income73———69,657———69,65756570,222
Other comprehensive income (loss), net of tax(876)————76,838——76,838—76,838
Adjustment of redeemable noncontrolling interests to redemption value5,705——(5,326)(379)———(5,705)—(5,705)
Dividends declared to noncontrolling interests(10,388)——————————
Issuance of stock under employee compensation plans—22—779————779—779
Purchase of treasury shares——————501(100,786)(100,786)—(100,786)
Share repurchase excise tax———————(570)(570)—(570)
Stock-based compensation———19,331————19,331—19,331
September 28, 2024$40,59051,718$517$1,971,413$2,122,835$(192,871)584$(119,621)$3,782,273$4,854$3,787,127
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are unaudited and have been prepared by Charles River Laboratories International, Inc. (the Company) in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal year 2024 as filed with the SEC on February 19, 2025. Certain reclassifications of prior year amounts have been made to conform to the current year presentation. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Newly Issued Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40) - Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including the methods that entities may use to develop software in the future. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted, and the amendments in this ASU may be adopted using either a prospective transition approach, a modified transition approach or a retrospective transition approach. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and the related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivables and Contract Assets.” ASU 2025-05 provides a practical expedient to assume that the current conditions as of the balance sheet date do not change for the remaining life of the asset if the expected credit losses were estimated under the reasonable and supportable approach. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted, and if practical expedient is elected, the amendments in this update should be applied on a prospective basis. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and the related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40)” which requires enhanced disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. This new guidance is effective for the Company for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may be adopted using the prospective or retrospective methods. The Company is currently evaluating the method of adoption and the impact this new standard will have on the related disclosures in the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures (Topic 740)”. ASU 2023-09 requires enhanced disclosures on income taxes paid, adds disaggregation of continuing operations before income taxes between foreign and domestic earnings and defines specific categories for the reconciliation of jurisdictional tax rate to effective tax rate. This ASU is effective for fiscal years beginning after December 15, 2024, and can be applied on a prospective basis. The Company is currently evaluating the method of adoption and the impact this new standard will have on the related disclosures in the consolidated financial statements.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for fiscal year 2024 as filed with the SEC on February 19, 2025.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidation

The Company’s unaudited condensed consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its unaudited condensed consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Redeemable noncontrolling interests, where the noncontrolling interest holders have the ability to require the Company to purchase the remaining interests, are classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. Intercompany balances and transactions are eliminated in consolidation.

The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week in the fourth quarter of the fiscal year is occasionally necessary to align with a December 31 calendar year-end.

Segment Reporting

The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing).

The Company’s RMS reportable segment includes products and services offered within Research Models, Research Model Services, and Cell Solutions. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Insourcing Solutions (IS), which provides colony management of clients’ research operations (including recruitment, training, staffing, and management services) within the clients’ facilities and utilizing the Charles River Accelerator and Development Lab (CRADL™) offerings, which provide vivarium space to clients, Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; and Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models, and Cell Solutions which supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood and bone marrow as well as cells from disease state donors.

The Company’s DSA reportable segment includes discovery and safety assessment services. The Company provides regulated and non-regulated DSA services to support the discovery, development, and regulatory-required safety testing of potential new drugs, including in vitro (non-animal) and in vivo (in research models) studies, laboratory support services, including bioanalytical and strategic non-clinical consulting and program management to support product development.

The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro lot-release testing products, microbial detection products, and species identification services and Biologics Solutions (Biologics), which performs specialized testing of biologics (Biologics Testing Solutions) as well as contract development and manufacturing products and services (CDMO).

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by reportable segment and timing of transfer of products or services:

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(in thousands)
Timing of Revenue Recognition:
RMS
Services and products transferred over time$96,080$93,446$290,832$285,794
Services and products transferred at a point in time117,394104,378348,986339,326
Total RMS revenue213,474197,824639,818625,120
DSA
Services and products transferred over time600,080613,3881,809,4651,844,298
Services and products transferred at a point in time6051,6721,8583,633
Total DSA revenue600,685615,0601,811,3231,847,931
Manufacturing
Services and products transferred over time92,250107,284290,334311,823
Services and products transferred at a point in time98,44389,595279,680262,566
Total Manufacturing revenue190,693196,879570,014574,389
Total revenue$1,004,852$1,009,763$3,021,155$3,047,440

Contract Balances from Contracts with Customers

The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers:

September 27, 2025December 28, 2024
(in thousands)
Assets from contracts with customers
Client receivables$537,404$527,705
Unbilled revenue210,883211,511
Total748,287739,216
Less: Allowance for credit losses(13,805)(18,301)
Trade receivables and contract assets, net$734,482$720,915
Liabilities from contracts with customers
Current deferred revenue$237,728$248,322
Long-term deferred revenue (included in Other long-term liabilities)42,49234,291
Customer contract deposits (included in Other current liabilities)91,16789,446

Approximately 90% of unbilled revenue as of December 28, 2024, which was $212 million, was billed during the nine months ended September 27, 2025. Approximately 90% of unbilled revenue as of December 30, 2023, which was $228 million, was billed during the nine months ended September 28, 2024.

Approximately 75% of contract liabilities as of December 28, 2024, which was $283 million, were recognized as revenue during the nine months ended September 27, 2025. Approximately 80% of contract liabilities as of December 30, 2023, which was $273 million, were recognized as revenue during the nine months ended September 28, 2024.

When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

receivables. The Company excluded approximately $34 million and $38 million of unpaid advanced client billings from both client receivables and deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of September 27, 2025 and December 28, 2024, respectively.

Allowance for Credit Losses

The following is a summary of the activity of the Company’s allowance for credit losses:

Nine Months Ended
September 27, 2025September 28, 2024
(in thousands)
Beginning balance$18,301$25,722
Provisions4,5598,223
Reductions(9,055)(10,068)
Ending balance$13,805$23,877

Net provision expenses were $2.8 million and $7.2 million during the nine months ended September 27, 2025 and September 28, 2024, respectively and include recoveries of balances previously written off, which are excluded from the table above.

Transaction Price Allocated to Future Performance Obligations

The Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 27, 2025. Excluded from the disclosure is the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed, and service revenue recognized in accordance with ASC 842, “Leases”. The aggregate amount of transaction price allocated to the remaining performance obligations for all open customer contracts as of September 27, 2025 was $649.3 million. The Company will recognize revenues for these performance obligations as they are satisfied, approximately 50% of which is expected to occur within the next twelve months and the remainder recognized thereafter during the remaining contract term.

Other Performance Obligation****s

As part of the Company’s service offerings, the Company has identified performance obligations related to leasing Company owned assets. In certain arrangements, customers obtain substantially all of the economic benefits of the identified assets, which may include manufacturing suites and related equipment, and have the right to direct the assets’ use over the term of the contract. The associated revenue is recognized on a straight-line basis over the term of the lease, which is generally less than one year, and recorded within service revenue. The Company recognized $12.1 million and $16.6 million in lease revenue during the three months ended September 27, 2025 and September 28, 2024. The Company recognized $35.7 million and $54.3 million in lease revenue during the nine months ended September 27, 2025 and September 28, 2024. Due to the nature of these arrangements and timing of the contractual lease term, the remaining revenue to be recognized related to these lease performance obligations is not material to the unaudited condensed consolidated financial statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in three reportable segments: RMS, DSA, and Manufacturing. The reportable segments comprise the structure used by the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), to make key operating decisions and assess performance. These segments are strategic business units with differing products and services.

The Company’s CODM evaluates the segments operating performance based on operating income. Operating income is the measure of profit or loss regularly provided to and used by the CODM to assess performance and allocate resources. Operating income is defined as revenue less costs of revenue; selling, general, and administrative expenses; and amortization of intangible assets. For each segment, the CODM uses operating income in the annual budgeting and quarterly forecasting process when comparing to actual results. Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s CODM. The following table presents the results of operations by reportable segment:

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(in thousands)
RMS
Revenue$213,474$197,824$639,818$625,120
Cost of revenue (excluding amortization of intangible assets)148,004137,906430,435421,773
Selling, general and administrative24,93426,45377,50984,943
Amortization of intangible assets5,9835,92117,93017,763
Operating income$34,553$27,544$113,944$100,641
DSA
Revenue$600,685$615,060$1,811,323$1,847,931
Cost of revenue (excluding amortization of intangible assets)408,112409,6841,250,1621,246,560
Selling, general and administrative56,26663,260181,829174,598
Amortization of intangible assets13,15415,68039,44647,122
Operating income$123,153$126,436$339,886$379,651
Manufacturing
Revenue$190,693$196,879$570,014$574,389
Cost of revenue (excluding amortization of intangible assets)109,944113,152326,967331,530
Selling, general and administrative32,55632,73799,00499,397
Amortization of intangible assets8,26710,802100,67632,363
Operating income$39,926$40,188$43,367$111,099
Unallocated Corporate (1)
Selling, general and administrative$63,833$76,763$188,595$196,357
Operating loss$(63,833)$(76,763)$(188,595)$(196,357)
(1) Operating income for unallocated corporate consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(in thousands)
Revenue
RMS$213,474$197,824$639,818$625,120
DSA600,685615,0601,811,3231,847,931
Manufacturing190,693196,879570,014574,389
Total revenue$1,004,852$1,009,763$3,021,155$3,047,440
Operating Income (Loss)
RMS$34,553$27,544$113,944$100,641
DSA123,153126,436339,886379,651
Manufacturing39,92640,18843,367111,099
Segment operating income197,632194,168497,197591,391
Unallocated Corporate(63,833)(76,763)(188,595)(196,357)
Operating income$133,799$117,405$308,602$395,034
Other income (expense):
Interest income1,4221,5283,9236,740
Interest expense(25,403)(30,284)(83,254)(98,054)
Other income (expense), net(22,618)2,592(34,675)6,185
Income before income taxes$87,200$91,241$194,596$309,905

Capital expenditures and depreciation and amortization (related to both intangible assets and certain assets acquired in business combinations) by reportable segment are as follows:

RMSDSAManufacturingUnallocated CorporateConsolidated
(in thousands)
Capital Expenditures
Three Months Ended:
September 27, 2025$3,173$25,709$5,191$1,507$35,580
September 28, 20247,18622,7738,7352738,721
Nine Months Ended:
September 27, 2025$14,099$78,730$33,631$3,742$130,202
September 28, 202436,54391,17628,1801,452157,351
Depreciation and amortization (1)
Three Months Ended:
September 27, 2025$21,939$44,001$17,377$1,847$85,164
September 28, 202418,38947,75120,2981,76088,198
Nine Months Ended:
September 27, 2025$63,410$128,660$127,343$5,622$325,035
September 28, 202453,050141,26960,1765,142259,637
(1) Depreciation and amortization includes both inventory step up amortization expense and biological assets amortization expense.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue represents sales originating in entities physically located in the identified geographic area. Revenue by geographic area is as follows:

U.S.EuropeCanadaAsia PacificOther (1)Consolidated
(in thousands)
Three Months Ended:
September 27, 2025$537,605$277,690$116,809$51,664$21,084$1,004,852
September 28, 2024559,277267,123127,08845,00911,2661,009,763
Nine Months Ended:
September 27, 2025$1,624,420$822,799$377,747$148,109$48,080$3,021,155
September 28, 20241,693,021814,819362,733141,16835,6993,047,440
(1) The Other category represents operations located in Brazil, Israel, and Mauritius.

Long-lived assets consist of property, plant, and equipment, net. Long-lived assets by geographic area are as follows:

U.S.EuropeCanadaAsia PacificOtherConsolidated
(in thousands)
Long-lived assets
September 27, 2025$888,989$446,629$153,670$61,551$40,786$1,591,625
December 28, 2024941,621412,967147,03966,04636,3411,604,014

4. SUPPLEMENTAL CASH FLOW INFORMATION

Nine Months Ended
September 27, 2025September 28, 2024
(in thousands)
Cash paid for income taxes$92,691$94,609
Cash paid for interest83,40798,572
Non-cash investing activities:
Purchases of Property, plant and equipment included in Accounts payable and Accrued liabilities$27,005$32,764
Assets acquired under finance leases403,159

Cash, cash equivalents and restricted cash is included in the accompanying unaudited condensed consolidated balance sheets as follows:

September 27, 2025September 28, 2024
(in thousands)
Supplemental cash flow information:
Cash and cash equivalents$207,097$210,171
Restricted cash included in Other current assets573323
Restricted cash included in Other assets1,5501,146
Cash, cash equivalents, and restricted cash, end of period$209,220$211,640

5. INVENTORY

Inventories

The composition of inventories is as follows:

September 27, 2025December 28, 2024
(in thousands)
Raw materials and supplies$39,312$43,041
Work in process65,10251,785
Finished products198,136183,718
Inventories$302,550$278,544

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Inventory step up amortization expense for the three months ended September 27, 2025 and September 28, 2024 was $7.4 million and $5.9 million, respectively. Inventory step up amortization expense for the nine months ended September 27, 2025 and September 28, 2024 was $17.8 million and $16.5 million, respectively.

6. PROPERTY, PLANT AND EQUIPMENT, NET

The composition of property, plant and equipment, net is as follows:

September 27, 2025December 28, 2024
(in thousands)
Land$71,720$71,736
Buildings (1)1,082,1391,069,667
Machinery and equipment (1)1,054,8341,029,424
Leasehold improvements432,156438,746
Furniture and fixtures27,18530,413
Computer hardware and software (1)273,098268,032
Vehicles (1)7,2946,800
Construction in progress139,269143,306
Total3,087,6953,058,124
Less: Accumulated depreciation(1,496,070)(1,454,110)
Property, plant and equipment, net$1,591,625$1,604,014
(1) These balances include assets under finance leases.

As of September 27, 2025, the Company included approximately $20 million of certain property, plant and equipment primarily related to corporate assets as held for sale within Other assets on the unaudited condensed consolidated balance sheets.

Depreciation expense in the three months ended September 27, 2025 and September 28, 2024 was $44.8 million and $48.5 million, respectively. Depreciation expense in the nine months ended September 27, 2025 and September 28, 2024 was $132.5 million and $141.8 million, respectively.

Change in estimated useful lives

In accordance with its policy, the Company reviews the estimated useful lives of its property, plant and equipment on an ongoing basis. This review indicated that the actual lives of certain assets were longer than the estimated useful lives used for depreciation purposes in the Company’s financial reporting. As a result, effective December 29, 2024, the first day of fiscal 2025, the Company changed certain estimates of the useful lives to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of machinery and equipment, which was previously 5 years increased to 7 years, and building improvements that was previously 10 years increased to 15 years. The effect of this change in estimate during the three and nine months ended September 27, 2025 reduced depreciation expense by $4.5 million and $13.6 million, increased net income available to Charles River Laboratories International, Inc. common shareholders by $3.4 million and $10.3 million and increased basic and diluted earnings per share by approximately $0.07 and $0.21, respectively.

7. VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS

Venture capital investments are summarized below:

Nine Months Ended
September 27, 2025September 28, 2024
(in thousands)
Beginning balance$116,561$121,158
Capital contributions11,65516,205
Distributions(6,153)(20,324)
Gains (losses) and impairments(10,277)8,439
Foreign currency translation2,804466
Ending balance$114,590$125,944

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company also invests, with minority positions, directly in equity of predominantly privately held companies. Strategic investments are summarized below:

Nine Months Ended
September 27, 2025September 28, 2024
(in thousands)
Beginning balance$101,789$122,653
Purchase of investments3,0411,600
Distributions(2,845)(5,000)
Gains (losses) and impairments(23,678)(9,430)
Foreign currency translation1,738220
Ending balance$80,045$110,043

Gains (losses) and impairments during the three and nine months ended September 27, 2025 primarily relate to $17.4 million of impairments associated with three investments, which do not have a readily determinable fair value and are accounted for under the measurement alternative.

8. FAIR VALUE

Assets and liabilities measured at fair value on a recurring basis are summarized below:

September 27, 2025
Level 1Level 2Level 3Total
(in thousands)
Other assets measured at fair value:
Life insurance policies$—$54,760$—$54,760
Total assets measured at fair value$—$54,760$—$54,760
Accrued liabilities measured at fair value:
Contingent consideration$—$—$28,065$28,065
Total liabilities measured at fair value$—$—$28,065$28,065

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the nine months ended September 27, 2025, there were no transfers between levels.

December 28, 2024
Level 1Level 2Level 3Total
Current assets measured at fair value:(in thousands)
Cash equivalents$—$30$—$30
Other assets:
Life insurance policies—48,152—48,152
Total assets measured at fair value$—$48,182$—$48,182
Accrued liabilities measured at fair value:
Contingent consideration$—$—$25,000$25,000
Other long-term liabilities measured at fair value
Contingent consideration$—$—$24,311$24,311
Total liabilities measured at fair value$—$—$49,311$49,311

During the year ended December 28, 2024, there were no transfers between levels.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingent Consideration

The following table provides a rollforward of the contingent consideration related to the Company’s acquisitions.

Nine Months Ended
September 27, 2025September 28, 2024
(in thousands)
Beginning balance$49,311$33,265
Payments(25,000)—
Adjustment of previously recorded contingent liability3,7546,628
Ending balance$28,065$39,893

The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, which incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatility, and discount rates. The remaining maximum potential payments are approximately $30.0 million, of which the value accrued as of September 27, 2025 is $28.1 million as the probability of achieving the maximum target is estimated to be 94%. The volatility and weighted average cost of capital is approximately 20% and 8%, respectively. Increases or decreases in these assumptions may result in a higher or lower fair value measurement, respectively.

Debt Instruments

The book value of the Company’s revolving loans are variable rate loans carried at amortized cost which approximates the fair value. The fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy.

The book value of the Company’s Senior Notes are fixed rate obligations carried at amortized cost. Fair value is based on quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy. The book value, excluding issuance costs, and fair value of the Company’s Senior Notes is summarized below:

September 27, 2025December 28, 2024
Book ValueFair ValueBook ValueFair Value
(in thousands)
4.25% Senior Notes due 2028$500,000$487,550$500,000$473,750
3.75% Senior Notes due 2029500,000472,500500,000456,250
4.00% Senior Notes due 2031500,000463,600500,000441,250

9. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table provides a rollforward of the Company’s goodwill:

RMSDSA (1)Manufacturing (2)Total
(in thousands)
December 28, 2024$496,740$1,635,651$714,217$2,846,608
Divestitures—(4,000)—(4,000)
Foreign exchange13,56541,96224,14679,673
September 27, 2025$510,305$1,673,613$738,363$2,922,281
(1) DSA includes accumulated impairment losses of $1 billion, which were recognized in fiscal years 2008 and 2010.
(2) Manufacturing includes an accumulated impairment loss of $215 million, which was recognized in fiscal year 2024.

As of the beginning of fiscal 2025, the Company has combined the Discovery Services and Safety Assessment reporting units into a single reporting unit consistent with recent changes to the DSA integrated operating structure.

The increase in goodwill during the nine months ended September 27, 2025 is primarily related to the effect of foreign exchange; partially offset by a divestiture of a site in the DSA reportable segment.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets, Net

The following table displays intangible assets, net by major class:

September 27, 2025December 28, 2024
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
(in thousands)
Client relationships$1,528,202$(992,424)$535,778$1,505,871$(823,903)$681,968
Technology141,307(122,329)18,978139,335(116,536)22,799
Trademarks and trade names12,100(6,673)5,42711,827(5,630)6,197
Other21,029(10,118)10,91139,819(27,383)12,436
Intangible assets$1,702,638$(1,131,544)$571,094$1,696,852$(973,452)$723,400

The decrease in intangible assets for the nine months ended September 27, 2025 related primarily to the accelerated amortization of certain CDMO client relationships in the Biologics Solutions reporting unit, normal amortization over the useful lives, and a divestiture of a site in the DSA reportable segment.

Amortization expense of definite-lived intangible assets for three months ended September 27, 2025 and September 28, 2024 was $27.4 million and $32.4 million, respectively. Amortization expense of definite-lived intangible assets for nine months ended September 27, 2025 and September 28, 2024 was $158.1 million and $97.2 million, respectively. Amortization expense for the nine months ended September 27, 2025 includes $71.0 million of accelerated amortization expense as a result of a decrease in the remaining useful life of certain client relationships due to a loss of key customers in 2025 which was identified in fiscal year 2024.

10. DEBT AND OTHER FINANCING ARRANGEMENTS

Long-term debt, net and finance leases consists of the following:

September 27, 2025December 28, 2024
(in thousands)
Revolving facility$665,472$714,948
4.25% Senior Notes due 2028500,000500,000
3.75% Senior Notes due 2029500,000500,000
4.00% Senior Notes due 2031500,000500,000
Other debt7,87915,603
Finance leases28,05428,444
Total debt and finance leases2,201,4052,258,995
Less:
Current portion of long-term debt54155
Current portion of finance leases2,5822,774
Current portion of long-term debt and finance leases2,6362,929
Long-term debt and finance leases2,198,7692,256,066
Debt discount and debt issuance costs(13,316)(15,861)
Long-term debt, net and finance leases$2,185,453$2,240,205

As of September 27, 2025 and December 28, 2024, the weighted average interest rate on the Company’s debt was 4.11% and 4.48%, respectively.

Revolving Credit Facility

The Company has a revolving credit facility “Credit Facility” that provides for up to $2.0 billion of multi-currency revolving credit. The Credit Facility has a maturity date of December 2029, with no required scheduled payment before that date. The interest rates applicable to the revolving facility are equal to (A) for revolving loans denominated in U.S. dollars, at the Company’s option, either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted SOFR rate plus 1.0%) or the adjusted SOFR rate, (B) for revolving loans denominated in euros, the adjusted EURIBOR rate and (C) for revolving loans denominated in sterling, the daily simple SONIA rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Letters of Credit

As of September 27, 2025 and December 28, 2024, the Company had $22.0 million and $22.4 million, respectively, in outstanding letters of credit.

11. EQUITY AND NONCONTROLLING INTERESTS

Earnings Per Share

The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share:

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(in thousands)
Numerator:
Net income$55,556$70,295$134,127$239,038
Less: Net income attributable to noncontrolling interests1,1346381,9102,340
Net income attributable to Charles River Laboratories International, Inc.54,42269,657132,217236,698
Calculation of net income per share attributable to Charles River Laboratories International, Inc. common shareholders
Net income attributable to Charles River Laboratories International, Inc.$54,422$69,657$132,217$236,698
Less: Adjustment of redeemable noncontrolling interest (1)—379—1,081
Less: Incremental dividends attributable to noncontrolling interest holders (2)—599—9,621
Net income available to Charles River Laboratories International, Inc. common shareholders$54,422$68,679$132,217$225,996
Denominator:
Weighted-average shares outstanding - Basic49,21351,39449,68051,461
Effect of dilutive securities:
Stock options, restricted stock units and performance share units213189186252
Weighted-average shares outstanding - Diluted49,42651,58349,86651,713
Anti-dilutive common stock equivalents (3)(4)1,1317461,057505
(1) Represents adjustments of redeemable noncontrolling interest that impact retained earnings.
(2) Represents incremental declared dividends attributable to Noveprim noncontrolling interest holders who are entitled to preferential dividends for fiscal year 2024.
(3) Anti-dilutive common stock equivalents represent amounts outstanding related to employee stock options, RSUs and PSUs for all periods presented.
(4) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

Treasury Shares

On August 2, 2024, the Company’s Board of Directors authorized a $1.0 billion stock repurchase program. During the nine months ended September 27, 2025, the Company repurchased 2.1 million shares of common stock for $350.0 million under the stock repurchase program. As of September 27, 2025, the Company had $549.3 million remaining on the authorized stock repurchase program.

On October 29, 2025, the Company’s Board of Directors approved a new stock repurchase authorization of $1.0 billion. This new authorization replaces the prior stock repurchase authorization of $1.0 billion that had $549.3 million remaining on the plan when it was terminated.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. The Company acquired 0.1 million shares during the nine months ended September 27, 2025 and September 28, 2024, for $9.9 million and $18.4 million, respectively, from such netting.

Accumulated Other Comprehensive Income (Loss)

Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows:

Foreign Currency Translation Adjustment and OtherPension and Other Post-Retirement Benefit PlansTotal
(in thousands)
December 28, 2024$(261,471)$(55,874)$(317,345)
Other comprehensive income before reclassifications153,3691,327154,696
Net current period other comprehensive income153,3691,327154,696
Income tax expense28,64032728,967
September 27, 2025$(136,742)$(54,874)$(191,616)

Redeemable Noncontrolling Interests

The Company has held and continues to hold redeemable noncontrolling interests. Since the Company has the right to purchase, and the noncontrolling interest holders have the right to require the Company to purchase the remaining interest, which represents a derivative embedded within the equity instrument, the noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities.

The redeemable noncontrolling interests are measured at the greater of (i) the redemption amount or (ii) the historical value resulting from the original acquisition date fair value, increased or decreased for the noncontrolling interest’s share of net income (loss), equity capital contributions and distributions. The fair value of the redeemable noncontrolling interest is determined using the income approach, with key assumptions being projected cash flows and discount rates based on market participant’s weighted average cost of capital. To the extent redemption value exceeds carrying value, adjustments are recorded to additional paid-in capital, with any cumulative excess of redemption value over fair value recorded in retained earnings, which impacts net income available to common shareholders used in the calculation of earnings per common share.

Noveprim

The Company holds a 90% ownership interest in Noveprim. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 10% equity interest at a fixed redemption value that ranges from $47.0 million to $54.0 million depending on when exercised. The Company has the call option right to purchase the remaining 10% equity up until one month after the sixth anniversary of closing the 41% equity stake (December 2029). On the first anniversary of the expiration of the call option (December 2030), a 12-month put option will be triggered giving the seller the right to require the Company to acquire the remaining shares of the seller for $54.0 million. Additionally, during fiscal year 2024 the 10% noncontrolling interest holders were eligible to receive a dividend disproportionate to their equity ownership, of which the fair value of $8.0 million as of the acquisition date was recorded within the redeemable noncontrolling interest. The redemption value is accreted to the put purchase price of $54.0 million using the interest method through December 2030. As of September 27, 2025, the redemption value of $40.5 million exceeded the carrying value, resulting in an adjustment to additional paid in capital of $4.0 million for the nine months ended September 27, 2025. As of September 28, 2024, the redemption value of $40.6 million exceeded both the carrying value and fair value, resulting in both an adjustment to additional paid in capital of $7.2 million and an adjustment to retained earnings of $1.1 million, respectively.

Other redeemable noncontrolling interest

In 2019, the Company acquired an 80% equity interest in a subsidiary, which included a 20% redeemable noncontrolling interest. In June 2022, the Company purchased an additional 10% interest in the subsidiary for $15.0 million, resulting in a remaining noncontrolling interest of 10%. Beginning in 2024, the Company had the right to purchase, and the noncontrolling interest holders had the right to sell, the remaining 10% equity interest at its appraised value. The redemption value was measured at the greater of the appraised value or a predetermined floor. The amount that the Company could be required to pay to purchase the remaining 10% equity interest was not limited. As of March 30, 2024, the redemption value of $12.0 million exceeded the carrying value, resulting in an adjustment to additional paid in capital of $2.8 million. During the second quarter of fiscal 2024, the Company acquired the remaining 10% for $12.0 million.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Vital River

The Company held a 92% ownership interest in Vital River, a commercial provider of research models and related services in China as of December 31, 2022. The Company had the right to purchase, and the noncontrolling interest holders had the right to sell, the remaining 8% equity interest at a contractually defined redemption value, subject to a redemption floor. The amount that the Company could be required to pay to purchase the remaining 8% equity interest was not limited. During fiscal year 2023, the Company acquired the remaining 8% for a total sale amount of $24.4 million. The remaining purchase price payable of $19.1 million was included in Accrued liabilities within the Company’s consolidated balance sheet as of December 28, 2024 and was paid during the first quarter of fiscal 2025.

Nonredeemable Noncontrolling Interest

The Company has an investment in an entity whose financial results are consolidated in the Company’s unaudited condensed consolidated financial statements, as it has the ability to exercise control over this entity. The interest of the noncontrolling party in this entity has been recorded as nonredeemable noncontrolling interest within Equity in the accompanying unaudited condensed consolidated balance sheets. The activity within the nonredeemable noncontrolling interest was not material during the three and nine months ended September 27, 2025 and September 28, 2024.

12. INCOME TAXES

The Company’s effective tax rates for the three months ended September 27, 2025 and September 28, 2024 were 36.3% and 23.0%, respectively. The Company’s effective tax rates for the nine months ended September 27, 2025 and September 28, 2024 were 31.1% and 22.9%, respectively. The increase in the effective tax rate for the three and nine months ended September 27, 2025 compared to the corresponding prior year periods were primarily attributable to an increase in net U.S. taxation of foreign operations, as well as the current and deferred impact of tax legislation enacted in the period in a foreign jurisdiction.

For the three months ended September 27, 2025, the Company’s unrecognized tax benefits increased by $0.2 million to $29.4 million, primarily due to increases in research and development tax credit reserves, offset by favorable foreign exchange movement. For the three months ended September 27, 2025, the amount of unrecognized income tax benefits that would impact the effective tax rate increased by $0.8 million to $25.0 million for the same reasons discussed above. The accrued interest on unrecognized tax benefits was $2.6 million as of September 27, 2025. The Company estimates that it is reasonably possible that the unrecognized tax benefits will decrease by approximately $7.5 million over the next twelve-month period, primarily due to audit settlements and expiring statutes of limitations.

The Company’s prepaid and accrued tax positions are as follows:

September 27, 2025December 28, 2024Affected Line Item in the Unaudited Condensed Consolidated Balance Sheets
(in thousands)
Prepaid income tax$157,954$82,995Other current assets
Accrued income taxes55,36831,872Other current liabilities

The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., the U.K., China, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2021.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act ("OBBBA"), which includes several changes to U.S. federal income tax law, including accelerated tax depreciation, expensing of research and development, and the U.S. international inclusions. The Company has analyzed the impacts of the OBBBA and reflected them in the current period. The enactment of the OBBBA did not have a material impact to the tax rate for the three and nine months ended September 27, 2025.

The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., Canada, France, Ireland, the U.K., and India. The Company does not anticipate resolution of these audits will have a material impact on its unaudited condensed consolidated financial statements.

13. RESTRUCTURING AND ASSET IMPAIRMENTS

The Company has undertaken restructuring actions impacting the reportable segments at various locations across North America, Europe and Asia to manage the Company through the current demand environment, including appropriately right-sizing the Company’s infrastructure, optimizing operations, and driving efficiency. This includes workforce right-sizing actions resulting in severance and transition costs; and costs related to the consolidation of facilities resulting in long-lived asset impairments (principally property, plant, and equipment and right-of-use assets), accelerated depreciation charges, and certain other costs. Generally, these actions are in response to recent macroeconomic impacts on the Company.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents restructuring costs by reportable segment:

Three Months EndedNine Months Ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(in thousands)
RMS$5,824$4,965$14,667$22,580
DSA4,53013,86638,14824,123
Manufacturing2,6355,37213,7909,660
Unallocated corporate4,2946,4436,7239,237
Total$17,283$30,646$73,328$65,600

The following table presents restructuring costs as included within the Company’s unaudited condensed consolidated statements of income:

September 27, 2025September 28, 2024
Severance and Transition CostsAsset Impairments and Other CostsTotalSeverance and Transition CostsAsset Impairments and Other CostsTotal
(in thousands)
Three Months Ended
Cost of services provided (excluding amortization of intangible assets)$1,349$10,015$11,364$12,830$3,482$16,312
Cost of products sold (excluding amortization of intangible assets)2791,6961,9751,7836502,433
Selling, general and administrative3,1687763,94411,923(22)11,901
Total restructuring costs$4,796$12,487$17,283$26,536$4,110$30,646
Nine Months Ended
Cost of services provided (excluding amortization of intangible assets)$7,739$49,639$57,378$20,510$6,516$27,026
Cost of products sold (excluding amortization of intangible assets)4474,3544,8012,53011,13413,664
Selling, general and administrative8,7512,39811,14918,4306,48024,910
Total restructuring costs$16,937$56,391$73,328$41,470$24,130$65,600

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Rollforward of Restructuring Activities

The following table provides a rollforward for the Company’s accrued restructuring costs related to all restructuring activities:

Severance and Transition CostsAsset ImpairmentsOther CostsTotal
(in thousands)
Nine Months Ended September 27, 2025
Beginning balance$24,469$—$875$25,344
Expense16,93736,48119,91073,328
Payments / utilization(27,398)—(19,067)(46,465)
Other non-cash adjustments—(36,481)(1,718)(38,199)
Foreign currency adjustments436——436
Ending Balance$14,444$—$—$14,444
Nine Months Ended September 28, 2024
Beginning balance$4,175$—$875$5,050
Expense41,47015,9998,13165,600
Payments / utilization(17,920)—(6,762)(24,682)
Other non-cash adjustments—(15,999)(1,369)(17,368)
Foreign currency adjustments57——57
Ending Balance$27,782$—$875$28,657

As of September 27, 2025 and December 28, 2024, $14.4 million and $25.3 million, respectively, of severance and other personnel related costs liabilities were included in accrued compensation and accrued liabilities within the Company’s unaudited condensed consolidated balance sheets.

14. COMMITMENTS AND CONTINGENCIES

Litigation

On February 17, 2023, the Company received a grand jury subpoena requesting certain documents related to an investigation by the U.S. Department of Justice (DOJ) and the U.S. Fish and Wildlife Service (USFWS) into the Company’s conduct regarding several shipments of non-human primates from Cambodia in late 2022 and early 2023 (the NHP Shipments). The DOJ also undertook a parallel civil investigation related to the NHP Shipments. As previously disclosed, the Company continued to care for the NHP Shipments during the pendency of the DOJ investigations. In July 2025, the Company was informed that USFWS had determined to clear the NHP Shipments for legal entry into the United States. The DOJ advised the Company in the third fiscal quarter of 2025 that both the grand jury investigation and the parallel civil investigation were closed.

On May 16, 2023, the Company received an inquiry from the Enforcement Division of the U.S. Securities and Exchange Commission (SEC) requesting it to voluntarily provide information, subsequently augmented with a document subpoena and additional inquiries, primarily related to the sourcing of non-human primates and related disclosures, and the Company is cooperating with the requests. The Company’s Audit Committee has retained counsel to conduct an independent investigation into certain issues raised in the investigations, and that work is ongoing. The Company is not able to predict what action, if any, might be taken in the future by the SEC. The SEC has not provided the Company with any specific timeline or indication as to when the investigation will be concluded or resolved. The Company cannot predict the timing, outcome or possible impact of the investigation, including without limitation any potential fines, penalties or liabilities.

A putative securities class action (Securities Class Action) was filed on May 19, 2023 against the Company and a number of its current/former officers in the United States District Court for the District of Massachusetts. On August 31, 2023, the court appointed the State Teachers Retirement System of Ohio as lead plaintiff. An amended complaint was filed on November 14, 2023 that, among other things, included only James Foster, the Chief Executive Officer and David R. Smith, the former Chief Financial Officer as defendants along with the Company. The amended complaint asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act) on behalf of a putative class of purchasers of Company securities from May 5, 2020 through February 21, 2023, alleging that certain of the Company’s disclosures about its practices with respect to the importation of non-human primates made during the putative class period were materially false or misleading. On July 1, 2024, the court dismissed the complaint, denied the plaintiff’s informal request for leave to amend, and entered judgment for defendants. On July 30, the plaintiff filed a notice of appeal in the United States Court of Appeals for the First Circuit. Oral arguments took place on May 5, 2025. On August 15, 2025, the U.S. Court of Appeals for the First Circuit reversed in part the district court’s dismissal on the pleadings of the securities fraud claims. The case returned to U.S. District Court for the District

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of Massachusetts. On October 16, 2025, the plaintiff filed a motion to withdraw the State Teachers Retirement System of Ohio as lead plaintiff, due to lack of statutory standing, and substitute Oklahoma Firefighters Pension and Retirement System. While the Company cannot predict the final outcome of this matter, it believes the class action to be without merit and plans to vigorously defend against it. The Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with this matter.

On November 8, 2023, a stockholder filed a derivative lawsuit in the U.S. District Court of the District of Delaware asserting claims on the Company’s behalf against the members of the Company’s Board of Directors and certain of the Company’s current/former officers (James Foster, the Chief Executive Officer; David R. Smith, a former Chief Financial Officer; and Flavia Pease, a former Chief Financial Officer). The complaint alleges that the defendants breached their fiduciary duties to the Company and its stockholders because certain of the Company’s disclosures about its practices with respect to the importation of non-human primates were materially false or misleading. The complaint also alleges that the defendants breached their fiduciary duties by causing the Company to fail to maintain adequate internal controls over securities disclosure and compliance with applicable law and by failing to comply with the company’s Code of Business Conduct and Ethics. On August 2, 2024, a different stockholder filed a lawsuit in the U.S. District Court of Delaware asserting similar derivative claims on the Company’s behalf against members of the Company’s current and former Board of Directors and the same current/former officers based on similar allegations of purportedly misleading disclosures and non-compliance with legal rules and ethics standards in respect of the importation of non-human primates, as well as insider-trading claims against certain of the defendants. Both of these lawsuits are currently stayed by agreement of the parties pending further developments in the Securities Class Action pending in the United States Court of Appeals for the First Circuit. While the Company cannot predict the outcome of these matters, it believes the derivative lawsuits to be without merit and plans to vigorously defend against them. The Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with these matters.

Aside from the matters above, the Company believes there are no other matters pending against the Company that could have a material impact on the Company’s business, financial condition, or results of operations.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

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