What the changes say
- New risks cover strategic review execution, tariffs from Vietnam, Mauritius, Cambodia, and China, and cyber/payment fraud.
- Large research-model demand, non-human-primate pricing, supply, and transport volatility could pressure profitability.
- Biologics Solutions impairment was approximately $215 million; 2025 performance declines triggered review of Cell Solutions and CDMO assets.
- Government R&D funding, pharmaceutical discovery spending, regulatory changes including NAMs, and CEO succession remain highlighted.
What changed since the prior 10-K
New
- NewBusiness and Operational Risks
We are at risk of being targeted, and we have in the past been victim to, business email compromise fraud, which results in payments being made to illegitimate bank accounts. Although these instances have not resulted in our incurring material losses, if similar instances occur in the future, we may incur such losses
Cyberattacks on technology providers and business-email compromise could expose client study data, trigger contract losses, investigations, legal claims, and fraudulent payments.
- NewBusiness and Operational Risks
Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our business
The strategic review may produce no transaction and could disrupt business while pursuing acquisitions, divestitures, cost savings, and capital allocation changes.
- NewBusiness and Operational Risks
For additional discussion of the factors that we believe have recently been influencing R&D budgets at our clients, please see the sections entitled “Our Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K
Demand, pricing, supply, transport restrictions, and capacity mismatches for large research models, especially non-human primates, could reduce profitability.
- NewBusiness and Operational Risks
Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements
Tariffs, retaliatory trade measures, sanctions, and changing national policies could raise costs or disrupt supplies from Vietnam, Mauritius, Cambodia, and China.
- NewBusiness and Operational Risks
Excluding the impairment charge associated with the Biologics Solutions reporting unit, our 2025 annual impairment test indicated that goodwill was not impaired for any other reporting units
Declining performance and long-range outlooks in Biologics Solutions, Cell Solutions, and CDMO Cell and Gene Therapy could cause further impairment charges.
Dropped
- DroppedBusiness and Operational Risks
actions), government investigation or inquiries, enforcement actions, claims, proceedings, judgements, awards, penalties, sanctions or other adverse impacts that could have a material adverse effect on our business
Reworded
- 69% rewrittenBusiness and Operational Risks
We depend on key personnel and may not be able to retain these employees, which could harm our business
Succession focus shifts from longtime CEO James Foster to COO Birgit Girshick, who becomes CEO May 5, 2026; her employment letter is disclosed.
- 58% rewrittenBusiness and Operational Risks
CHARLES RIVER LABORATORIES INTERNATIONAL, INC
Adds that cancellations may provide only earned revenue and sometimes no termination fees, highlighting exposure from large cancellations or delays.
- 57% rewrittenBusiness and Operational Risks
Impairment of long-lived tangible assets and intangible assets (such as goodwill and other intangible assets) may adversely impact future results of operations
No substantive change appears in the supplied impairment-risk text.
- 53% rewrittenBusiness and Operational Risks
We have in the past experienced and in the future could experience unauthorized access into our information systems
No substantive change appears in the supplied information-systems and cyberattack-risk text.
- 45% rewrittenBusiness and Operational Risks
Demand volatility and risk of credit losses from clients may adversely affect our business
Says growth depends specifically on clients investing in discovery, rather than more broadly spending on non-clinical R&D molecules.
- 43% rewrittenBusiness and Operational Risks
Changes in government regulation or in practices relating to the pharmaceutical or biotechnology industries, including potential healthcare reform, could decrease the need for the services we provide
Removes the expectation that new regulation often creates service revenue and emphasizes reduced preclinical testing, streamlined approvals, and less competitive offerings.
- 42% rewrittenBusiness and Operational Risks
Our quarterly operating results may vary, which could negatively affect the market price of our common stock
Adds NAM-related regulatory changes as a source of quarterly volatility and says the next 53rd week is scheduled for 2028.
- 35% rewrittenBusiness and Operational Risks
A reduction or delay in government funding of R&D may adversely affect our business
Updates the NIH indirect-overhead policy from a temporary stay to injunctions at district and appellate courts and specifies basic research laboratories.
- 32% rewrittenBusiness and Operational Risks
Several of our product and service offerings, including our non-human primate supply, are dependent on a limited source of supply that, when interrupted, adversely affects our business
- 31% rewrittenBusiness and Operational Risks
New technologies may be developed, validated and increasingly used in biomedical research, which could reduce demand for some of our products and services
- 30% rewrittenBusiness and Operational Risks
We bear financial risk for contracts that may be terminated or reduced in scope, underpriced, subject to cost overruns or delays
- 25% rewrittenBusiness and Operational Risks
Failure to execute our business strategy could adversely impact our growth and profitability
- 24% rewrittenBusiness and Operational Risks
Failure to successfully realize cost savings from our restructuring initiatives would adversely impact our growth and profitability
All 41 risk factors
Headings as the filing states them, in filing order.
Business and Operational Risks
- 01We bear financial risk for contracts that may be terminated or reduced in scope, underpriced, subject to cost overruns or delays30% rewritten
- 02CHARLES RIVER LABORATORIES INTERNATIONAL, INC58% rewritten
- 03Upgrading and integrating our business systems could result in implementation issues and business disruptions
- 04We have in the past experienced and in the future could experience unauthorized access into our information systems53% rewritten
- 05We are at risk of being targeted, and we have in the past been victim to, business email compromise fraud, which results in payments being made to illegitimate bank accounts. Although these instances have not resulted in our incurring material losses, if similar instances occur in the future, we may incur such lossesNew
- 06If we are not successful in selecting and integrating the businesses and technologies we acquire or partner with, or if we do not manage our current and future site closures and divestitures, our business may be adversely impacted
- 07Failure to execute our business strategy could adversely impact our growth and profitability25% rewritten
- 08Failure to successfully realize cost savings from our restructuring initiatives would adversely impact our growth and profitability24% rewritten
- 09A significant part of our revenue is derived from operations outside the U.S. We expect that international revenue will continue to account for a significant percentage of our total revenue for the foreseeable future
- 10Our operations might be affected by the occurrence of a natural disaster or other catastrophic event
- 11Negative attention from special interest groups may impair our business
- 12Our review of potential strategic alternatives may not result in an executed or consummated transaction or other strategic alternative, and the process of reviewing strategic alternatives or the outcome could adversely affect our businessNew
- 13Several of our product and service offerings, including our non-human primate supply, are dependent on a limited source of supply that, when interrupted, adversely affects our business32% rewritten
- 14Demand volatility and risk of credit losses from clients may adversely affect our business45% rewritten
- 15For additional discussion of the factors that we believe have recently been influencing R&D budgets at our clients, please see the sections entitled “Our Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-KNew
- 16A reduction or delay in government funding of R&D may adversely affect our business35% rewritten
- 17Changes in government regulation or in practices relating to the pharmaceutical or biotechnology industries, including potential healthcare reform, could decrease the need for the services we provide43% rewritten
- 18Our Biologics Solutions business, financial condition and results of operations may be adversely affected if the products we manufacture and/or test for our customers do not gain market acceptance
- 19CDMO services are highly complex and failure to provide quality and timely services to our CDMO customers, could adversely impact our business
- 20Contaminations in our animal populations can damage our inventory, harm our reputation for contaminant-free production, result in decreased sales and cause us to incur additional costs
- 21The outsourcing trend in non-clinical and clinical stages of drug discovery and development may decrease, which could impair our growth
- 22The industries in which we operate are highly competitive
- 23New technologies may be developed, validated and increasingly used in biomedical research, which could reduce demand for some of our products and services31% rewritten
- 24We may not be able to successfully develop and market new services and products
- 25Costs increasing more rapidly than market prices in certain of our businesses could reduce profitability
- 26Any failure by us to comply with applicable regulations and related guidance could harm our reputation and operating results, and compliance with new regulations and guidance may result in additional costs
- 27We are required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on our business
- 28Changes in U.S. and International Tax Law, results of tax audits, or material changes in our stock price could have a material adverse impact on our effective tax rate and financial results
- 29Non-clinical and clinical contract research services create a risk of liability
- 30The failure to successfully obtain, maintain and enforce intellectual property rights and defend against assertions of third parties to intellectual property rights could adversely affect us
- 31We are involved in legal proceedings that could adversely affect our business, financial condition, and results of operations
- 32Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statementsNew
- 33We depend on key personnel and may not be able to retain these employees, which could harm our business69% rewritten
- 34If we are unable to attract, hire or retain key team members or a highly skilled global workforce with various backgrounds and experiences, it could have a negative impact on our business, financial condition or results of operations
- 35We depend on the availability of, and good relations with, our team members
- 36Our debt level could adversely affect our business and growth prospects
- 37Impairment of long-lived tangible assets and intangible assets (such as goodwill and other intangible assets) may adversely impact future results of operations57% rewritten
- 38Excluding the impairment charge associated with the Biologics Solutions reporting unit, our 2025 annual impairment test indicated that goodwill was not impaired for any other reporting unitsNew
- 39Since we do not expect to pay any cash dividends for the foreseeable future, our shareholders will benefit from an investment in our common stock only if it appreciates in value
- 40Our quarterly operating results may vary, which could negatively affect the market price of our common stock42% rewritten
- 41Increasing focus on environmental, social and governance (ESG) matters, including climate-related issues, may impact our business, financial results or stock price
Other Charles River Laboratories International 10-Ks
- FY2024 10-K risk factors37 risks
Charles River Laboratories faces significant risks from client contract terminations, pricing pressures, and supply chain disruptions for research models.
Filed Feb 19, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.