UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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):  January 11, 2011

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (617) 425-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                                          Entry into a Material Definitive Agreement.

On January 11, 2011, we entered into an amendment of our loan agreement dated as of January 14, 2004 with RBS Citizens, N.A.  The amendment extends the termination date of the agreement from April 30, 2012 to April 30, 2014, calculates interest on borrowings using margins above LIBOR that range from 1.75% to 2.75% (a decrease from the prior range of 2% to 3.5%), and relaxes the agreement’s financial ratio covenants and broadens certain exceptions to the agreement’s covenants against certain dispositions, indebtedness and acquisitions, and adds change of control as an event of default under the agreement.

In connection with this amendment, we also executed an amendment to the promissory note relating to the loan agreement.  A copy of the amendments to the loan agreement and promissory note are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 2.02                                          Results of Operations and Financial Condition.

On January 13, 2011, we issued a press release reporting our financial results for our fourth quarter and year ended November 27, 2010.  A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein. On January 13, 2011, we also posted on our website supplemental financial information, including prepared CFO remarks.  A copy of the supplemental financial information is set forth as Exhibit 99.2 and is incorporated by reference herein.

The information contained in Item 2.02 of this report and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01                                           Financial Statements and Exhibits.

(d)  Exhibits

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SIGNATURES

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

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Exhibit Index

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Exhibit 10.1

SEVENTH AMENDMENT TO LOAN AGREEMENT

DATED JANUARY 14, 2004

This Seventh Amendment to Loan Agreement (the “Seventh Amendment”) is made as of this 11th day of January, 2011 by and between CRA International, Inc., formerly known as Charles River Associates Incorporated (“Borrower”), a Massachusetts corporation with its principal executive office at the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts 02116-5092 and RBS Citizens, National Association, successor by merger with Citizens Bank of Massachusetts, a national banking association with offices at 28 State Street, Boston, Massachusetts (the “Lender”) in consideration of the mutual covenants contained herein and the benefits to be derived herefrom.  Unless otherwise specified, all capitalized terms shall have the same meaning herein as set forth in the Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, on January 14, 2004, the Borrower and the Lender entered into a loan arrangement (the “Loan Arrangement”) as evidenced by, amongst other documents and instruments, a certain Loan Agreement dated as of January 14, 2004, as amended by a First Amendment to Loan Agreement dated as of March 29, 2005, amended by a Second Amendment to Loan Agreement dated as of June 20, 2005, as amended by a Third Amendment to Loan Agreement dated as of April 17, 2006, as further amended by a Fourth Amendment to Loan Agreement dated as of July 25, 2006, as further amended by a Fifth Amendment to Loan Agreement dated as of May 16, 2007, as further amended by a Sixth Amendment to Loan Agreement dated as of August 18, 2009 (as may be amended from time to time, the “Agreement”) by and between the Borrower and the Lender pursuant to which the Lender agree d to provide certain financial accommodations to or for the benefit of the Borrower; and

WHEREAS, the Borrower has requested that the Lender extend the Loan Arrangement and amend certain terms and conditions of the Agreement, and

WHEREAS, the Lender has agreed to so amend the Agreement provided the Borrower and the Lender entered into this Seventh Amendment; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Section 1 (g) of the Agreement is hereby amended by deleting the definition of Applicable Margin in its entirety and replacing it with the following:

““Applicable Margin” shall mean at any time (i) 2.75% per annum if the Total Debt Ratio (as defined in Section 10 hereof) at such time is greater than or equal to 2.0x, (ii) 2.25% per annum if the Total Debt Ratio at such time is greater than or equal to 1.0x but less than 2.0x as of such time, or (iii) 1.75% per annum if the Total Debt Ratio at such

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time is less than 1.0x as of such time.  For purposes of the foregoing, (i) the Total Debt Ratio at any time shall be the Total Debt Ratio as reported in the Compliance Certificate most recently delivered (or updated) by the Borrower to Bank pursuant to Section 8(d) hereof, and (ii) each change in the Applicable Margin pursuant to the foregoing provisions shall take effect from the date of Borrower’s delivery of its most recent Compliance Certificate (or update thereof) pursuant to Section 8(d) hereof.”

2.                                      Section 10(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b)                          (Debt Ratios) permit the Senior Debt Ratio measured as of the end of each fiscal quarter to be more than 2.5x.”

3.                                      The definition of Permitted Disposition at the end of Section 10(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“As used in this Agreement, a “Permitted Disposition” shall mean a disposition of any assets or business of the Borrower or any of its subsidiaries in an aggregate amount for all such dispositions during the term of this Agreement not exceeding $10,000,000.00 of net cash proceeds.”

4.                                      Section 10(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h)                          (Indebtedness) incur any indebtedness for borrowed money (including obligations under capital leases), except (i) indebtedness or excluded indebtedness described on Schedule “G” annexed hereto, and any refinancings or renewals thereof that do not increase the principal amount thereof, (ii) deferred purchase price payment obligations or other indebtedness incurred to current or former directors, officers, employees or consultants, or family members of any of the foregoing, or trusts (or other estate planning vehicles) for the benefit of any of the foregoing, in respect of repurchases by the Borrower of restricted stock from any such persons; (iii) to the extent constituting indebtedness, guarantees and other obligations permitted under clause (g) above and investments permitted under clause (i) below, (iv) trade debt incurred and payable in the ordinary course of business (v) Purchase Money Indebtedness in an aggregate amount outstanding at any time not exceeding Two and One Half Million ($2,500,000.00) Dollars, (vi) unsecured indebtedness owed to any wholly-owned subsidiary, (vii) existing subordinated indebtedness described on Schedule G-1 annexed hereto, and (viii) up to the aggregate of (I) Ten Million ($10,000,000.00) Dollars in aggregate

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principal amount of other unsecured indebtedness outstanding at any time minus (II) any additional indebtedness incurred by NeuCo, Inc. in excess of the Existing NeuCo, Inc. Indebtedness.”

5.                                      The definition of Permitted Acquisition at the end of Section 10(i) is hereby deleted in its entirety and replaced with the following:

“As used in this Agreement, a “Permitted Acquisition” shall mean (i) any acquisition described on Schedule “C” annexed hereto or (ii) any other acquisition, whether by merger, stock purchase, asset purchase or otherwise, (A) that is of a business or assets in a line or lines of business similar to the business of the Borrower; (B) that on a pro forma basis would not cause Borrower to violate any of its covenants herein; and (C) the due diligence materials and reports received or compiled by the Borrower for which the Bank has reviewed (or had a reasonable opportunity to review), or (iii) lateral hires of individuals (X) that are in a line or lines of business similar to the business of the Borrower and (Y) that on a pro forma basis would not cause Borrower to violate any of its covena nts herein.”

6.                                      The subsection after Section 10(i) of the Agreement entitled (Investments, Acquisitions) are relettered in alphabetical order.

7.                                      The definition of “Borrower EBITDA” at the end of Section 10 of the Agreement is hereby supplemented by adding the following additional sentence at the end of the definition:

“Notwithstanding anything to the contrary contained herein, EBITDA generated from the Borrower’s NeuCo, Inc. subsidiary shall not be included in the calculation of Borrower EBITDA.”

8.                                      The definition of “consolidated working capital” at the end of Section 10 of the Agreement is hereby supplemented by adding the following additional sentence at the end of the definition:

“Notwithstanding anything to the contrary contained herein, the current assets and current liabilities of the Borrower’s NeuCo, Inc. subsidiary shall not be included in the calculation of Borrower’s consolidated working capital.”

9.                                      Section 10 of the Agreement is supplemented by adding the following definition in alphabetical order in the list of definitions at the end of such section:

““Change of Control” shall mean the direct or indirect acquisition of a 50% or greater voting interest in the Borrower by one or more affiliated parties, where “affiliated” has the meaning ascribed to such term in

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Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended to date.”

““Existing NeuCo, Inc. Indebtedness” shall mean the existing indebtedness owed by NeuCo, Inc. as of the date hereof as listed on Schedule G-2 annexed hereto.”

10.                               Sections 11(viii) and (x) of the Agreement are hereby deleted in their entirety and replaced with the following, respectively:

“(viii)               The entry of any judgment(s) against Borrower, for the payment of money exceeding Ten Million ($10,000,000.00) Dollars in aggregate amount, and such judgment(s) is (or are) not satisfied or appealed from (with execution or similar process stayed) within thirty (30) days of entry.”

“(x)                          The service of any process upon Bank seeking to attach by trustee process any funds of the Borrower in excess of Ten Million ($10,000,000.00) Dollars on deposit with Bank, and such attachment has not been removed, discharged or rescinded, or stayed or adequately bonded pending a good faith contest by the Borrower, within fifteen (15) days of service.”

11.                               Section 11 of the Agreement is hereby supplemented by adding the following subsection (xvi) after (xv):

“(xvi)                The occurrence of a Change of Control.”

12.                               Section 14(a) of the Agreement is hereby amended by replacing the date “April 30, 2012” with the date “April 30, 2014”.

13.                               The Lender consents to the change by the Borrower of its fiscal year this year and for each fiscal year thereafter from November 27th to the Saturday nearest December 31st.  The Lender and Borrower agree that for the purposes of calculating compliance with the financial covenants in the Agreement that the first three (3) fiscal quarters of fiscal year 2011 shall not include the period of November 28, 2010 through January 2, 2011.

14.                               Exhibit 5 of the Agreement is hereby deleted in its entirety and replaced with the Exhibit 5 attached hereto.

15.                               The Borrower hereby acknowledges and agrees that the Borrower has no claims, offsets, defenses or counterclaims against the Lender with respect to the Loan Arrangement or otherwise and to the extent the Borrower may have any such claims the Borrower hereby WAIVES and RENOUNCES such claims, offsets, defenses and counterclaims.

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16.                               This Seventh Amendment and all other documents executed in connection herewith incorporate all discussions and negotiations between the Borrower and the Lender either expressed or implied, concerning the matters contained herein and in such other instruments, any statute, custom or use to the contrary notwithstanding.  No such discussions or negotiations shall limit, modify or otherwise effect the provisions hereof.  The modification amendment, or waiver of any provision of this Seventh Amendment, the Agreement or any provision under any other agreement or document entered into between the Borrower and the Lend er shall not be effective unless executed in writing by the party to be charged with such modification, amendment or waiver, and if such party be the Lender, then by a duly authorized officer thereof.

17.                               Except as specifically modified herein, the Agreement shall remain in full force and effect as originally written, and the Borrower hereby ratifies and confirms all terms and conditions contained in the Agreement.

18.                               This Seventh Amendment shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts and shall take effect as a sealed instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereof have set their hands and seals as of the date first written above.

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SCHEDULE G-1

EXISTING SUBORDINATED INDEBTEDNESS AND EXCLUDED INDEBTEDNESS

OTHER UNSECURED INDEBTEDNESS

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SCHEDULE G-2

EXISTING NEUCO, INC. INDEBTEDNESS

$2,661,116.00

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EXHIBIT 5

COMPLIANCE CERTIFICATE

CRA International, Inc., formerly known as Charles River Associates Incorporated (“Borrower”) hereby certifies to RBS Citizens, National Association (“Bank”), pursuant to the Loan Agreement between Borrower and Bank dated January 14, 2004 as amended from time to time (“Loan Agreement”), that:

A.                                    General

1.                                      Capitalized terms not defined herein shall have the meanings set forth in the Loan Agreement.

2.                                      Neither on the date hereof nor, if applicable, after giving effect to the loan made on the date hereof, does there exist any Event of Default or an event which would with notice or the lapse of time, or both, constitute an Event of Default.

B.                                    Financial Covenants

Fiscal / Quarter / Year Ended                     , 201  .

As of the end of the fiscal quarter/year of the Borrower specified above and for the period of four consecutive fiscal quarters of the Borrower then ended (the “Fiscal Period”), the computations, ratios and calculations as set forth below in accordance with Section 10 of the Loan Agreement are true and correct:

1.                                      Consolidated Working Capital - Section 10(a).

The Consolidated Working Capital of the Borrower as of the end of the Fiscal Period was $                    , and was computed as follows:

Required:                                           At least $25,000,000.00

2.                                      Senior Debt Ratio (Consolidated Senior Funded Debt to Borrower EBITDA plus Adjusted Acquisition EBITDA) - Section 10(b).

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The total consolidated senior funded debt of the Borrower as of the end of the Fiscal Period was equal to                  times the amount of Borrower EBITDA for the Fiscal Period plus adjusted acquisition EBITDA computed as follows:

A / B + C =                    times

Required:                                           Not more than 2.5 times

3.                                      Total Debt Ratio (Consolidated Total Funded Debt to Borrower EBITDA plus Adjusted Acquisition EBITDA) — Section 1(g).

The total consolidated total funded debt of the Borrower as of the end of the Fiscal Period was equal to                  times the amount of Borrower EBITDA for the Fiscal Period plus adjusted acquisition EBITDA computed as follows:

A / B + C =                    times

Required:                                           N/A

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of Borrower, has executed and delivered this Certificate in the name and on behalf of the Borrower on                                   , 201  .

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Exhibit 10.2

FIFTH AMENDMENT TO REVOLVING NOTE

This Fifth Amendment to Revolving Note (the “Fifth Amendment”) is made as of this 11th day of January, 2011 by and between RBS Citizens, National Association, successor by merger with Citizens Bank of Massachusetts (the “Bank”) having a principal office located at 28 State Street, Boston, Massachusetts 02108 and CRA International, Inc., formerly known as Charles River Associates Incorporated (the “Borrower”), a Massachusetts corporation having an office at the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts 02116-5092 to that certain Revolving Note dated January 14, 2004 executed by the Borrower in favor of the Bank (the “Note”).  Any capitalized terms not otherwise defined herein shall have the same meanings designated in the Note.

W I T N E S S E T H:

WHEREAS, the Borrower did on January 14, 2004 execute, seal and deliver to the Bank the Note which Note was amended by a First Amendment to Revolving Note dated as of March 29, 2005, a Second Amendment to Revolving Note dated as of June 20, 2005, a Third Amendment to Revolving Note dated as of May 16, 2007, and a Fourth Amendment to Revolving Note dated as of August 18, 2009; and

WHEREAS, the Borrower has requested that the Bank extend the maturity date of the Note;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of whereof is hereby acknowledged, it is hereby agreed by and between the Borrower and the Bank as follows:

1.                                      The Note is hereby amended by replacing the maturity date of April 30, 2012 with April 30, 2014.

2.                                      The Note, as amended hereby, shall remain in full force and effect and all terms hereof are hereby ratified and confirmed by the Borrower.  Except for specifically provided herein, all other terms and conditions of the Note shall remain in full force and effect.

3.                                      The Borrower by its execution of this Fifth Amendment in the space provided below, represents, warrants and agrees that the Borrower has no claims, defenses, counterclaims or offsets against the Bank in connection with the Note or any of the other documents executed in connection therewith and, to the extent that any such claim, defense, counterclaim or offset may exist, the Borrower by its execution of this Fifth Amendment in the space provided below, hereby affirmatively WAIVES and RELEASES the Bank from same.

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4.                                      This Fifth Amendment shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

5.                                      Any and all references to the Note and any instrument previously and now hereafter executed by the Borrower shall be deemed to refer to the Note as amended by this Fifth Amendment and any future amendments hereafter entered into between the Borrower and the Bank.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date and year first above written as a sealed instrument.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CHARLES RIVER ASSOCIATES (CRA) ANNOUNCES FOURTH-QUARTER
AND FULL-YEAR FISCAL 2010 FINANCIAL RESULTS

Litigation and Management Consulting Drove Improved Operating Margin Performance in Quarter

BOSTON, January 13, 2011 — Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing management, economic and financial consulting services, today announced financial results for its fiscal fourth quarter, the twelve weeks ended November 27, 2010 and for its full fiscal year 2010.

Revenue for the fourth quarter of fiscal 2010 was $75.9 million, compared with $74.6 million for the fourth quarter of fiscal 2009. Non-GAAP revenue for the fourth quarter of fiscal 2010 was $74.5 million, compared with $72.8 million in the same period of fiscal 2009 and $61.8 million for the third quarter of fiscal 2010 on a normalized basis. With the third quarter consisting of 16 weeks, the Company is providing results on a “normalized” basis in order to compare it with the sequential fourth quarter, which is a 12-week period.

Net income for the fourth quarter of fiscal 2010 was $1.8 million, or $0.17 per diluted share, compared with net income of $2.0 million, or $0.18 per diluted share, in the same period a year ago. Non-GAAP net income for the fourth quarter of fiscal 2010 was $3.7 million, or $0.35 per diluted share, compared with $3.5 million, or $0.32 per diluted share, in the same period of fiscal 2009.  For the third quarter of fiscal 2010, on a normalized basis, non-GAAP net income was $2.4 million, or $0.22 per diluted share.

A description of the non-GAAP financial measures and a complete reconciliation between GAAP and non-GAAP financial information for the fourth quarters and full years of fiscal 2010 and fiscal 2009, as well as a non-GAAP comparison of the fourth quarter of fiscal 2010 with the third quarter of fiscal 2010 on a normalized basis, are provided in the financial tables at the end of this release.

Comments on the Fourth Quarter

“Following the improved performance we achieved in the third quarter, our fourth quarter results continued to put us on the right track,” said Paul Maleh, CRA’s President and Chief Executive Officer.  “In the fourth quarter, we experienced broad-based improvements within both Litigation and Management Consulting as the majority of our practices delivered sequential revenue growth compared with a normalized third quarter.  Our top-line grew by more than 20% sequentially on a normalized basis, highlighted by strong performance in our Competition, Finance, Global Industrial Consulting, Intellectual Property and Marakon Practices.  The heightened level of activity from many of our practices drove our utilization to 73%, which exceeded our goal of 70% for the quarter and represented our highest rate in more than two years.”

“During the fourth quarter, we continued to improve our operating margin and boost profitability,” Maleh said.  “On a non-GAAP basis, our operating margin increased on both a year-over-year and sequential normalized basis.  Our results reflect the progress we have made in the past year in resetting our cost structure and concentrating our resources on the most promising areas.  Our non-GAAP operating margin was 9.5% — exceeding the 8.0% we recorded in the third quarter and 8.9% reported in the fourth quarter of fiscal 2009.”

“Our fourth quarter performance resulted in a cash flow from operations of more than $21 million and included the return of a $10.3 million deposit that had been placed in escrow in connection with a business acquisition we made in 2006,” Maleh said.   “Our cash flow enabled us to buy back $25.7 million of our convertible bonds at a discount.  We concluded the year with more than $80 million in cash, and equivalents and short-term investments, and we are in a strong capital position with substantial financial flexibility as we enter fiscal 2011.  This week we extended our credit facility with RBS Citizens Bank for an additional two years through April 2014.  The amended terms include more favorable compliance and availability ratios and a lower borrowing rate, which speaks to our financial position and our strong relationship with RBS Citizens.”

Full-Year Fiscal 2010 Results

Revenue for fiscal 2010 was $287.4 million, compared with $301.6 million for fiscal 2009.  Non-GAAP revenue for fiscal 2010 was $281.0 million, compared with $292.8 million for fiscal 2009.

Net income for fiscal 2010 was $2.6 million, or $0.24 per diluted share, compared with fiscal 2009 net income of $6.3 million, or $0.59 per diluted share.  Non-GAAP net income in fiscal 2010 was $9.4 million, or $0.87 per diluted share, compared with 2009 non-GAAP net income of $11.5 million, or $1.07 per diluted share.

Comments on Fiscal 2010

“Fiscal 2010 was a challenging year as we worked to recover from the slow start to the year and the uncertain business environment,” said Maleh.  “However, we developed and successfully executed a comprehensive plan to counter the challenges and are ending the year with positive momentum.  We expanded our client-facing activities to ensure a stronger pipeline of new engagements.  We broadened our collaborations across practices to foster more cross-selling opportunities.  We invested in our people, particularly in the areas of business development and client service, and recruited senior level individuals who could rapidly deliver revenue.  These activities have enabled us to conclude fiscal 2010 with stronger prospects for growth.”

“In addition, we created a more efficient and scalable infrastructure by reducing costs and fostering improved productivity,” Maleh said.  “We better aligned staffing levels with our revenue, renegotiated leases and lowered our office rental expenses, and limited hiring within our administrative operations. Each action was carefully targeted, so as not to jeopardize our immediate and longer-term growth prospects, and we closed the year as a leaner and more efficient organization.”

Outlook

“We are encouraged by the sequential growth achieved in the fourth quarter and the improvement in our consulting staff’s utilization,” said Maleh.  “Entering fiscal 2011, we are better positioned for sustained growth with an improving operating margin, a healthy operating cash flow and strong balance sheet, a streamlined organization, and an outstanding reputation for our services.”

“Going forward, we will continue to seek opportunities to deepen our client relationships, simplify our internal processes, and generate balanced and profitable growth across the company. While we remain cautious about our clients’ spending environment, we see signs of business conditions starting to improve within our markets and enter fiscal 2011 cautiously optimistic,” Maleh concluded.

Conference Call Information and Prepared CFO Remarks

CRA will host a conference call this morning at 9:00 a.m. ET to discuss its fourth-quarter and year-end 2010 financial results.  To listen to a live webcast of the call, please visit the Company’s website at http://www.crai.com prior to the event’s broadcast.  To listen to the call via telephone, dial (201) 689-8881 or (877) 709-8155.  Interested parties unable to participate in the live call may access an archived version of the webcast on CRA’s website.

In combination with this press release, CRA is providing prepared remarks by its CFO Wayne Mackie under “Conference Call Materials” in the investor relations section on the Company’s website at http://www.crai.com.  These remarks are offered to provide the investment community with additional background on CRA’s financial results prior to the start of the conference call.

About Charles River Associates (CRA)

Charles River Associates® is a global consulting firm specializing in litigation, regulatory, and financial consulting, and management consulting. CRA advises clients on economic and financial matters pertaining to litigation and regulatory proceedings, and guides corporations through critical business strategy and performance-related issues. Since 1965, clients have engaged CRA for its unique combination of functional expertise and industry knowledge, and for its objective solutions to complex problems. Headquartered in Boston, CRA has offices throughout North America, Europe, the Middle East, and Asia. Detailed information about Charles River Associates, a registered trade name of CRA International, Inc., is available at http://www.crai.com.

NON-GAAP FINANCIAL MEASURES

In addition to reporting its financial results in accordance with U.S. generally accepted accounting principles, or GAAP, the Company has also provided in this release non-GAAP financial information. The Company believes the use of non-GAAP measures in addition to GAAP measures is an additional useful method of evaluating its results of operations.  The Company believes that presenting its financial results excluding certain restructuring costs, non-cash expenses related to the repurchase of its convertible bonds, and NeuCo’s results is important to investors and management because it is more indicative of its ongoing operating results and financial condition.  These non-GAAP financial measures should be considered in conjunction with, but not as a substitute for, the financial information presented in accordance with GAAP, and the expected results calculated in accordance with GAAP and reconcili ations to those expected results should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Specifically, for the fourth quarter of fiscal 2010 and the fourth quarter of fiscal 2009, the Company has excluded certain restructuring costs, expenses related to the repurchase of its convertible bonds and NeuCo’s results.  For the third quarter of fiscal 2010, the Company has excluded certain restructuring costs and NeuCo’s results. In addition, the Company has provided normalized non-GAAP financial information for the third quarter of fiscal 2010 on a basis intended to convert the 16-week period to an “as if” 12-week period in order to provide an equivalent comparison to financial information for the 12-week fourth quarter of fiscal 2010.

Statements in this press release concerning the future business, operating results, estimated cost savings, and financial condition of the Company and statements using the terms “anticipates,” “believes,” “expects,” “should,” or similar expressions, are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations and are subject to a number of factors and uncertainties.  Information contained in these forward-looking statements is inherently uncertain and actual performance and results may differ materially due to many important factors.  Such factors that could cause actual results to differ materially from any forward-looking statements made by the Company include, among others, the Company’s restructuring costs and att ributable annual cost savings, changes in the Company’s effective tax rate, share dilution from the Company’s convertible debt offering and stock-based compensation, dependence on key personnel, attracting and retaining qualified consultants, dependence on outside experts, utilization rates, factors related to its acquisitions, including integration of personnel, clients, offices, and unanticipated expenses and liabilities, the risk of impairment write downs to the Company’s intangible assets, including goodwill, if the Company’s enterprise value declines below certain levels, risks

associated with acquisitions it may make in the future, risks inherent in international operations, the performance of NeuCo, changes in accounting standards, rules and regulations, changes in the law that affect its practice areas, management of new offices, the potential loss of clients, the ability of customers to terminate the Company’s engagements on short notice, dependence on the growth of the Company’s business consulting practice, the unpredictable nature of litigation-related projects, the ability of the Company to integrate successfully new consultants into its practice, general economic conditions, intense competition, risks inherent in litigation, and professional liability.  Further information on these and other potential factors that could affect the Company’s financial results is included in the Company’s periodic filings with the Securities and Exc hange Commission.  The Company cannot guarantee any future results, levels of activity, performance or achievement.  The Company undertakes no obligation to update any of its forward-looking statements after the date of this press release.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDING A RECONCILIATION TO NON-GAAP RESULTS

FOR THE TWELVE WEEKS ENDED NOVEMBER 27, 2010 COMPARED TO THE TWELVE WEEKS ENDED NOVEMBER 28, 2009

(In thousands, except per share data)

(1) During the twelve weeks ended November 27, 2010, the Company incurred pre-tax expenses of $1.8 million and related income tax effect of $0.3 million principally associated with employee workforce reductions designed to reduce costs and improve profitability.

(2) During the twelve weeks ended November 27, 2010, the Company repurchased $25.7 million of its convertible bonds, at a discount, however, under FASB Accounting Standards Codification Topic 470-20, “Debt”, this resulted in a $0.2 million loss on a pre-tax basis.

(3) These adjustments include activity related to NeuCo in the Company’s GAAP results.

(4) These amounts are revised based upon the Company’s adoption of FASB Accounting Standards Codification Topic 470-20, “Debt”, which was formerly referred to as FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”.  This standard changed the accounting treatment for convertible debt instruments.

(5) During the twelve weeks ended November 28, 2009, the Company incurred pre-tax expenses of $2.6 million and related income tax effect of $1.2 million associated with employee workforce reductions and office space reductions and moves.

(6) During the twelve weeks ended November 28, 2009, the Company repurchased $10.3 million of its convertible bonds at a discount, however, under FASB Accounting Standards Codification Topic 470-20, “Debt”, this resulted in a $0.1 million loss on a pre-tax basis.

CRA INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDING A RECONCILIATION TO NON-GAAP RESULTS

FOR THE FIFTY-TWO WEEKS ENDED NOVEMBER 27, 2010 COMPARED TO THE FIFTY-TWO WEEKS ENDED NOVEMBER 28, 2009

(In thousands, except per share data)

(1) During the fifty-two weeks ended November 27, 2010, the Company incurred pre-tax expenses of $8.6 million and related income tax effect of $2.8 million principally associated with an employee workforce reduction designed to better align staffing levels with revenue, closing the Houston, TX office, office space reductions in Boston and Chicago, and restructuring select practice areas.

(2) During the fifty-two weeks ended November 27, 2010, the Company repurchased $40.7 million of its convertible bonds at a discount, however, under FASB Accounting Standards Codification Topic 470-20, “Debt”, this resulted in a $0.7 million loss on a pre-tax basis.

(3) These adjustments include activity related to NeuCo in the Company’s GAAP results.

(4) These amounts are revised based upon the Company’s adoption of FASB Accounting Standards Codification Topic 470-20, “Debt”, which was formerly referred to as FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”.  This standard changed the accounting treatment for convertible debt instruments.

(5) During the fifty-two weeks ended November 28, 2009, the Company incurred pre-tax expenses of $5.8 million and related income tax effect of $2.0 million associated principally with an employee workforce reduction and office space reductions and moves designed to reduce the Company’s operating expenses and improve its utilization rate.

(6) During the fifty-two weeks ended November 28, 2009, the Company recognized $0.4 million in foreign currency exchange loss related to the liquidation of the Company’s Australian-based operations.

(7) During the fifty-two weeks ended November 28, 2009, the Company repurchased $17.3 million of its convertible bonds at a discount, however, under FASB Accounting Standards Codification Topic 470-20, “Debt”, this resulted in a $0.1 million loss on a pre-tax basis.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDING A RECONCILIATION TO NON-GAAP RESULTS

FOR THE TWELVE WEEKS ENDED NOVEMBER 27, 2010 COMPARED TO SIXTEEN WEEKS ENDED SEPTEMBER 3, 2010, INCLUDING NORMALIZED RESULTS

(In thousands, except per share data)

(1) During the twelve weeks ended November 27, 2010, the Company incurred pre-tax expenses of $1.8 million and related income tax effect of $0.3 million principally associated with employee workforce reductions designed to reduce costs and improve profitability.

(2) During the twelve weeks ended November 27, 2010, the Company repurchased $25.7 million of its convertible bonds at a discount, however, under FASB Accounting Standards Codification Topic 470-20, “Debt”, this resulted in a $0.2 million loss on a pre-tax basis.

(3) These adjustments include activity related to NeuCo in the Company’s GAAP results.

(4) During the sixteen weeks ended September 3, 2010, the Company incurred pre-tax expenses of $1.8 million and related income tax effect of $0.7 million principally associated with the office space reductions in Boston and Chicago.

(5) The normalized non-GAAP financial information for the third quarter of fiscal 2010 is on a basis intended to convert the 16-week period to an “as if” 12-week period in order to provide an equivalent comparison to non-GAAP financial information for the 12-week fourth quarter of fiscal 2010. A factor of 12/16ths is used to calculate the normalized non-GAAP results.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)