**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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FORM 10-Q

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(Mark One)

**x**                              QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934

**Forthe quarterly period ended June 30, 2005**

**or**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934

**Forthe transition period from               to               **

**Commissionfile number:  333-124100**

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CDRV INVESTORS, INC.

(Exact name of registrantas specified in its charter)
| **Delaware**                                                     | **56-2445503**                        |
|------------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) | (I.R.S. Employer  Identification No.) |
| **1310 Goshen Parkway  P.O. Box 2656  West Chester, PA**    | **19380**                             |
| (Address of  principal executive offices)                        | (Zip code)                            |

 

**(610) 431-1700**

(Registrant’s telephonenumber, including area code)

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

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act).  Yes o No x

Asof June 30, 2005, there was no established public market for theregistrant’s common stock, par value $0.01per share. As of August 12,2005, 5,758,562 shares of the registrant’s common stock were outstanding.

 

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**CDRV INVESTORS, INC.FORM 10-QFOR THE QUARTER ENDED JUNE 30, 2005**

**INDEX**

**PART I.FINANCIAL INFORMATION (Predecessor and Successor):**

The following financial statements of CDRV Investors, Inc.(Successor) and VWR International Corporation (Predecessor) for the periodsindicated are included in this Quarterly Report on Form 10-Q.

Theterm “Successor” refers to CDRV Investors, Inc. following the Acquisition(as defined in Note 1(a)). The term “Predecessor” refers to VWRInternational Corporation prior to the Acquisition. See also “Background andBasis of Presentation” in Note 1 to the financial statements.
|                                      | ** ** | ** **                                                                                                                                                                          | **Page No.** |
|--------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|
| Item 1.                              |       | Financial Statements:                                                                                                                                                               |              |   |   |
|                                 |       | Consolidated Balance Sheets—June 30,  2005 (Unaudited) and December 31, 2004                                                                                         |              | 3 |   |
|                                 |       | Consolidated Statements of  Operations (Unaudited)—for the three months ended June 30, 2005 and the  periods included in the three months ended June 30, 2004        |              | 4 |   |
|                                 |       | Consolidated Statements of  Operations (Unaudited)—for the six months ended June 30, 2005 and the periods included in the six months  ended June 30, 2004  |              | 5 |   |
|                                 |       | Consolidated Statement of  Stockholders’ Equity and Other Comprehensive Income (Unaudited)—for the six  months ended June 30, 2005                              |              | 6 |   |
|                                 |       | Consolidated Statements of  Cash Flows (Unaudited)—for the six months ended June 30, 2005 and the  periods included in the six months ended June 30, 2004            |              | 7 |   |
|                                 |       | Notes to Consolidated  Financial Statements (Unaudited)                                                                                                                             |              | 8 |   |
| Item 2.                              |       | Management’s Discussion and  Analysis of Financial Condition and Results of Operations                                                                                         |              | 20 |   |
| Item 3.                              |       | Quantitative and Qualitative  Disclosures About Market Risk                                                                                                                         |              | 31 |   |
| Item 4.                              |       | Controls and Procedures                                                                                                                                                             |              | 31 |   |
| **PART II. OTHER INFORMATION:** |       |                                                                                                                                                                                |              |
| Item 6.                              |       | Exhibits                                                                                                                                                                            |              | 32 |   |
| Signature                            |       | 33                                                                                                                                                                                  |              |
|                                      |            |                                                                                                                                                                                     |                   |  |  |  |  |

 

2

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**PART I—FINANCIAL INFORMATION**

**Item 1—*Financial Statements***

**CDRV INVESTORS, INC.**

**Consolidated Balance Sheets**

**(Dollars in millions,except share data)**
| ** **                                                                                                                                                                                                                              | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                                                                                                                                                                                                                              | ** ** | **2005**          | ** ** | **2004**              | ** ** |
| ** **                                                                                                                                                                                                                              | ** ** | **(Unaudited)**   | ** ** | ** **            | ** ** |
| **Assets**                                                                                                                                                                                                                              |       |              |       |                  |       |   |   |   |   |
| Current Assets:                                                                                                                                                                                                                         |       |              |       |                  |       |   |   |   |   |
| Cash and cash  equivalents                                                                                                                                                                                                              |       |              | $          | 74.3                  |       |   |   | $ | 116.9 |   |   |
| Trade accounts  receivable, less reserves of $6.8 and $6.0, respectively                                                                                                                                                                |       |              | 421.7      |                  |       |   | 413.4 |   |   |
| Other receivables                                                                                                                                                                                                                       |       |              | 22.2       |                  |       |   | 19.7 |   |   |
| Inventories                                                                                                                                                                                                                             |       |              | 251.8      |                  |       |   | 248.9 |   |   |
| Other current assets                                                                                                                                                                                                                    |       |              | 25.6       |                  |       |   | 28.9 |   |   |
| Total current assets                                                                                                                                                                                                                    |       |              | 795.6      |                  |       |   | 827.8 |   |   |
| Property and equipment,  net                                                                                                                                                                                                            |       |              | 156.3      |                  |       |   | 154.4 |   |   |
| Investments                                                                                                                                                                                                                             |       |              | 8.0        |                  |       |   | 8.7 |   |   |
| Goodwill                                                                                                                                                                                                                                |       |              | 917.2      |                  |       |   | 907.0 |   |   |
| Other intangible assets,  net                                                                                                                                                                                                           |       |              | 553.3      |                  |       |   | 570.8 |   |   |
| Deferred income taxes                                                                                                                                                                                                                   |       |              | 32.2       |                  |       |   | 34.4 |   |   |
| Other assets                                                                                                                                                                                                                            |       |              | 47.7       |                  |       |   | 45.4 |   |   |
| Total assets                                                                                                                                                                                                                            |       |              | $          | 2,510.3               |       |   |   | $ | 2,548.5 |   |   |
| **Liabilities and Stockholders’ Equity**                                                                                                                                                                                           |       |              |       |                  |       |   |   |   |   |
| Current Liabilities:                                                                                                                                                                                                                    |       |              |       |                  |       |   |   |   |   |
| Short-term bank debt and  current portion of capital lease obligations                                                                                                                                                                  |       |              | $          | 11.8                  |       |   |   | $ | 12.9 |   |   |
| Accounts payable                                                                                                                                                                                                                        |       |              | 359.2      |                  |       |   | 333.8 |   |   |
| Accrued expenses                                                                                                                                                                                                                        |       |              | 135.2      |                  |       |   | 151.7 |   |   |
| Total current  liabilities                                                                                                                                                                                                              |       |              | 506.2      |                  |       |   | 498.4 |   |   |
| Long-term debt                                                                                                                                                                                                                          |       |              | 1,370.1    |                  |       |   | 1,380.1 |   |   |
| Capital lease  obligations                                                                                                                                                                                                              |       |              | 5.3        |                  |       |   | 6.1 |   |   |
| Other long-term  liabilities                                                                                                                                                                                                            |       |              | 69.5       |                  |       |   | 81.3 |   |   |
| Deferred income taxes                                                                                                                                                                                                                   |       |              | 244.0      |                  |       |   | 241.1 |   |   |
| Total liabilities                                                                                                                                                                                                                       |       |              | 2,195.1    |                  |       |   | 2,207.0 |   |   |
| Common stock purchase  subject to guarantee agreement                                                                                                                                                                                   |       |              | 2.9        |                  |       |   | 2.9 |   |   |
| Commitments and contingences                                                                                                                                                                                                            |       |              |       |                  |       |   |   |   |   |
| Stockholders’ equity:                                                                                                                                                                                                              |       |              |       |                  |       |   |   |   |   |
| Common stock, $0.01 par  value; 7,000,000 shares authorized; 5,774,615 shares issued and  5,760,155 outstanding at June 30, 2005; 5,741,217  shares issued and 5,740,517 outstanding at December 31, 2004 |       |              | 0.1        |                  |       |   | 0.1 |   |   |
| Additional paid-in  capital                                                                                                                                                                                                             |       |              | 265.2      |                  |       |   | 263.4 |   |   |
| Retained earnings                                                                                                                                                                                                                       |       |              | 27.4       |                  |       |   | 22.1 |   |   |
| Unamortized value of  restricted stock issued                                                                                                                                                                                           |       |              | (0.3       | )                     |       |   | (0.3 | ) |   |
| Accumulated other  comprehensive income                                                                                                                                                                                                 |       |              | 20.7       |                  |       |   | 53.4 |   |   |
| Treasury stock, at cost,  14,460 shares at June 30, 2005 and 700 shares at December 31, 2004                                                                                                                                       |       |              | (0.8       | )                     |       |   | (0.1 | ) |   |
| Total stockholders’ equity                                                                                                                                                                                                         |       |              | 312.3      |                  |       |   | 338.6 |   |   |
| Total liabilities and  stockholders’ equity                                                                                                                                                                                        |       |              | $          | 2,510.3               |       |   |   | $ | 2,548.5 |   |   |

 

See accompanying notes to consolidated financial statements.

3

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**CDRV INVESTORS, INC.Consolidated Statementsof Operations(Dollars in millions)(Unaudited)**
| ** **                                    | ** ** | ** **                  | ** ** | **Three Months Ended** | ** ** |
|-----------------------------------------------|------------|-----------------------------|------------|----------------------------------|------------|
| ** **                                    | ** ** | **Successor**               | ** ** | **June 30, 2004**      | ** ** |
| ** **                                    | ** ** | **Three Months**       | ** ** | **Successor**                    | ** ** | **Predecessor** | ** ** |
| ** **                                    | ** ** | **Ended**                   | ** ** | **April 7 -**               | ** ** | **April 1 -** | ** ** |
| ** **                                    | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**      | ** ** | **April 6, 2004** | ** ** |
| Net sales                                     |       |                        | $          | 794.8                            |       |   |   | $ | 676.0 |   |   |   |   | $ | 59.4 |   |   |
| Cost of goods  sold                           |       |                        | 594.0      |                             |       |   | 504.9 |   |   |   |   | 44.3 |   |   |
| Gross profit                                  |       |                        | 200.8      |                             |       |   | 171.1 |   |   |   |   | 15.1 |   |   |
| Selling, general  and administrative expenses |       |                        | 168.0      |                             |       |   | 139.4 |   |   |   |   | 11.7 |   |   |
| Operating income                              |       |                        | 32.8       |                             |       |   | 31.7 |   |   |   |   | 3.4 |   |   |
| Interest income                               |       |                        | (0.4       | )                                |       |   | (0.1 | ) |   |   |   | — |   |   |
| Interest expense:                             |       |                        |       |                             |       |   |   |   |   |   |   |   |   |   |
| Interest on third party debt                  |       |                        | 26.0       |                             |       |   | 16.0 |   |   |   |   | — |   |   |
| Interest on push down debt                    |       |                        | —     |                             |       |   | — |   |   |   |   | 0.3 |   |   |
| Other (income)  expense, net                  |       |                        | (0.8       | )                                |       |   | 0.5 |   |   |   |   | 0.4 |   |   |
| Income before income taxes                    |       |                        | 8.0        |                             |       |   | 15.3 |   |   |   |   | 2.7 |   |   |
| Income tax  provision                         |       |                        | 3.2        |                             |       |   | 6.8 |   |   |   |   | 1.1 |   |   |
| Net income                                    |       |                        | $          | 4.8                              |       |   |   | $ | 8.5 |   |   |   |   | $ | 1.6 |   |   |

 

See accompanying notes to consolidated financial statements.

4

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**CDRV INVESTORS, INC.Consolidated Statementsof Operations(Dollars in millions)(Unaudited)**
| ** **                                    | ** ** | ** **                  | ** ** | **Six Months Ended** | ** ** |
|-----------------------------------------------|------------|-----------------------------|------------|--------------------------------|------------|
| ** **                                    | ** ** | **Successor**               | ** ** | **June 30, 2004**    | ** ** |
| ** **                                    | ** ** | **Six Months**         | ** ** | **Successor**                  | ** ** | **Predecessor** | ** ** |
| ** **                                    | ** ** | **Ended**                   | ** ** | **April 7 -**             | ** ** | **January 1 -** | ** ** |
| ** **                                    | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**    | ** ** | **April 6, 2004** | ** ** |
| Net sales                                     |       |                        | $          | 1,548.9                        |       |   |   | $ | 676.0 |   |   |   |   | $ | 793.2 |   |   |
| Cost of goods  sold                           |       |                        | 1,155.4    |                           |       |   | 504.9 |   |   |   |   | 588.0 |   |   |
| Gross profit                                  |       |                        | 393.5      |                           |       |   | 171.1 |   |   |   |   | 205.2 |   |   |
| Selling, general  and administrative expenses |       |                        | 335.7      |                           |       |   | 139.4 |   |   |   |   | 163.7 |   |   |
| Operating income                              |       |                        | 57.8       |                           |       |   | 31.7 |   |   |   |   | 41.5 |   |   |
| Interest income                               |       |                        | (1.0       | )                              |       |   | (0.1 | ) |   |   |   | (0.2 | ) |   |
| Interest expense:                             |       |                        |       |                           |       |   |   |   |   |   |   |   |   |   |
| Interest on third party debt                  |       |                        | 51.7       |                           |       |   | 16.0 |   |   |   |   | 1.7 |   |   |
| Interest on push down debt                    |       |                        | —     |                           |       |   | — |   |   |   |   | 4.1 |   |   |
| Other (income)  expense, net                  |       |                        | (1.8       | )                              |       |   | 0.5 |   |   |   |   | 0.1 |   |   |
| Income before income taxes                    |       |                        | 8.9        |                           |       |   | 15.3 |   |   |   |   | 35.8 |   |   |
| Income tax  provision                         |       |                        | 3.6        |                           |       |   | 6.8 |   |   |   |   | 15.1 |   |   |
| Net income                                    |       |                        | $          | 5.3                            |       |   |   | $ | 8.5 |   |   |   |   | $ | 20.7 |   |   |

 

See accompanying notes to consolidated financial statements.

5

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**CDRV INVESTORS, INC.Consolidated Statementof Stockholders’ Equity and Other Comprehensive IncomeSix Months Ended June 30, 2005(Dollars in millions)(Unaudited)**
| ** **                                                             | ** ** | ** **            | ** ** | ** **  | ** ** | ** **     | ** ** | ** **     | ** ** | **Unamortized**       | ** ** | **Accumulated**  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------------------------------------------------------------------|------------|-----------------------|------------|-------------|------------|----------------|------------|----------------|------------|-----------------------|------------|------------------|------------|--------------------------|------------|------------|------------|------------|------------|
| ** **                                                             | ** ** | ** **            | ** ** | ** **  | ** ** | **Additional** | ** ** | ** **     | ** ** | **value of**     | ** ** | **other**        | ** ** | **Treasury Stock,** | ** ** | ** ** | ** ** |
| ** **                                                             | ** ** | **Common Stock** | ** ** | **paid-in** | ** ** | **Retained**   | ** ** | **restricted** | ** ** | **comprehensive**     | ** ** | **at cost** | ** ** | ** **               | ** ** |
| ** **                                                             | ** ** | **Shares**            | ** ** | **Amount**  | ** ** | **capital**    | ** ** | **earnings**   | ** ** | **stock issued** | ** ** | **income**       | ** ** | **Shares**               | ** ** | **Amount** | ** ** | **Total**  | ** ** |
| Balance at January 1, 2005                                        |       | 5,741,217             |       |        | $          | 0.1            |       |           |       | $                     | 263.4      |             |       |                     | $          | 22.1       |       |       |       | $ | (0.3 | ) |   |   | $ | 53.4 |   |   |   | 700 |   |   |   | $ | (0.1 | ) |   | $ | 338.6 |   |
| Issuance of common stock in connection with  acquisition (Note 5) |       | 8,929                 |       |        | —     |           |       |           | 0.5        |                  |       |             | —     |                     |       |       | —     |       |       |   | — |   |   |   | — |   |   |   | — |   |   | 0.5 |   |
| Issuance of common stock in connection with our stock  incentive plan  |       | 24,469                |       |        | —     |           |       |           | 1.3        |                  |       |             | —     |                     |       |       | —     |       |       |   | — |   |   |   | — |   |   |   | — |   |   | 1.3 |   |
| Acquisition of treasury stock                                          |       | —                |       |        | —     |           |       |           | —     |                  |       |             | —     |                     |       |       | —     |       |       |   | — |   |   |   | 13,760 |   |   |   | (0.7 | ) |   | (0.7 | ) |
| Comprehensive  income (loss) (Note 9):                                 |       |                  |       |        |       |           |       |           |       |                  |       |             |       |                     |       |       |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                                             |       | —                |       |        | —     |           |       |           | —     |                  |       |             | 5.3        |                     |       |       | —     |       |       |   | — |   |   |   | — |   |   |   | — |   |   | 5.3 |   |
| Foreign currency translation adjustment                                |       | —                |       |        | —     |           |       |           | —     |                  |       |             | —     |                     |       |       | —     |       |       |   | (33.4 | ) |   |   | — |   |   |   | — |   |   | (33.4 | ) |
| Unrealized gain on derivatives, net of tax                             |       | —                |       |        | —     |           |       |           | —     |                  |       |             | —     |                     |       |       | —     |       |       |   | 0.7 |   |   |   | — |   |   |   | — |   |   | 0.7 |   |
| Total comprehensive (loss)                                             |       |                  |       |        |       |           |       |           |       |                  |       |             |       |                     |       |       |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   | (27.4 | ) |
| Balance at June 30, 2005                                          |       | 5,774,615             |       |        | $          | 0.1            |       |           |       | $                     | 265.2      |             |       |                     | $          | 27.4       |       |       |       | $ | (0.3 | ) |   |   | $ | 20.7 |   |   |   | 14,460 |   |   |   | $ | (0.8 | ) |   | $ | 312.3 |   |

 

See accompanying notes to consolidated financial statements.

6

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**CDRV INVESTORS, INC.Consolidated Statementsof Cash Flows(Dollars in millions)(Unaudited)**
| ** **                                                                                     | ** ** | **Successor**               | ** ** | **Six Months Ended  June 30, 2004** | ** ** |
|------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|---------------------------------------------------------|------------|
| ** **                                                                                     | ** ** | **Six Months**         | ** ** | **Successor**                                           | ** ** | **Predecessor** | ** ** |
| ** **                                                                                     | ** ** | **Ended**                   | ** ** | **April 7 -**                                 | ** ** | **January 1 -** | ** ** |
| ** **                                                                                     | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**                             | ** ** | **April 6, 2004** | ** ** |
| Cash flows from operating activities:                                                          |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Net income                                                                                     |       |                        | $          | 5.3                                                     |       |   |   | $ | 8.5 |   |   |   |   | $ | 20.7 |   |   |
| Adjustments to reconcile net income to net cash  provided by operating  activities:            |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Depreciation and  amortization                                                                 |       |                        | 16.9       |                                                    |       |   | 8.1 |   |   |   |   | 8.9 |   |   |
| Gain on sale of assets                                                                         |       |                        | (0.1       | )                                                       |       |   | — |   |   |   |   | — |   |   |
| Interest on push down  debt, net of tax                                                        |       |                        | —     |                                                    |       |   | — |   |   |   |   | 2.5 |   |   |
| Noncash interest  accretion                                                                    |       |                        | 14.5       |                                                    |       |   | — |   |   |   |   | — |   |   |
| Amortization of debt  issuance costs                                                           |       |                        | 2.8        |                                                    |       |   | 0.9 |   |   |   |   | — |   |   |
| Deferred income tax  expense                                                                   |       |                        | 4.9        |                                                    |       |   | 0.9 |   |   |   |   | 0.9 |   |   |
| Provision for doubtful  accounts                                                               |       |                        | 1.7        |                                                    |       |   | 1.2 |   |   |   |   | 0.6 |   |   |
| Changes in working capital:                                                                    |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Trade accounts receivable                                                                      |       |                        | (24.0      | )                                                       |       |   | 2.6 |   |   |   |   | (26.8 | ) |   |
| Other receivables                                                                              |       |                        | (1.3       | )                                                       |       |   | 0.3 |   |   |   |   | 8.7 |   |   |
| Inventories                                                                                    |       |                        | (9.0       | )                                                       |       |   | (0.6 | ) |   |   |   | 17.5 |   |   |
| Other assets                                                                                   |       |                        | (5.1       | )                                                       |       |   | (11.1 | ) |   |   |   | 1.9 |   |   |
| Accounts payable                                                                               |       |                        | 59.1       |                                                    |       |   | 21.9 |   |   |   |   | 61.7 |   |   |
| Other liabilities                                                                              |       |                        | (23.7      | )                                                       |       |   | 19.7 |   |   |   |   | 0.9 |   |   |
| Net cash provided  by operating activities                                                     |       |                        | 42.0       |                                                    |       |   | 52.4 |   |   |   |   | 97.5 |   |   |
| Cash flows from investing activities:                                                          |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Payment to Merck KGaA and  affiliates to acquire business, net of cash acquired of $130.8 |       |                        | —     |                                                    |       |   | (1,539.1 | ) |   |   |   | — |   |   |
| Transaction costs                                                                              |       |                        | (1.0       | )                                                       |       |   | (18.8 | ) |   |   |   | — |   |   |
| Acquisitions of  businesses, net of cash acquired                                              |       |                        | (41.4      | )                                                       |       |   | (2.7 | ) |   |   |   | — |   |   |
| Capital expenditures                                                                           |       |                        | (8.5       | )                                                       |       |   | (3.0 | ) |   |   |   | (3.3 | ) |   |
| Proceeds from sale of  property and equipment                                                  |       |                        | 0.3        |                                                    |       |   | — |   |   |   |   | 0.4 |   |   |
| Net cash used in  investing activities                                                         |       |                        | (50.6      | )                                                       |       |   | (1,563.6 | ) |   |   |   | (2.9 | ) |   |
| Cash flows from financing activities:                                                          |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Proceeds from debt                                                                             |       |                        | 2.4        |                                                    |       |   | 1,148.6 |   |   |   |   | 13.3 |   |   |
| Repayment of debt                                                                              |       |                        | (7.8       | )                                                       |       |   | (39.8 | ) |   |   |   | (6.8 | ) |   |
| Decrease in notes  receivable from Merck KGaA and affiliates                                   |       |                        | —     |                                                    |       |   | — |   |   |   |   | 4.1 |   |   |
| Net change in bank checks  outstanding                                                         |       |                        | (24.9      | )                                                       |       |   | 1.4 |   |   |   |   | (2.1 | ) |   |
| Issuance of 5,500,000 shares  of common stock, net                                             |       |                        | —     |                                                    |       |   | 531.3 |   |   |   |   | — |   |   |
| Proceeds from stock  incentive plan, net                                                       |       |                        | 1.2        |                                                    |       |   | — |   |   |   |   | — |   |   |
| Cash paid for debt  issuance costs                                                             |       |                        | (0.5       | )                                                       |       |   | (36.5 | ) |   |   |   | — |   |   |
| Acquisition of treasury  stock                                                                 |       |                        | (0.7       | )                                                       |       |   | — |   |   |   |   | — |   |   |
| Net cash (used in)  provided by financing activities                                           |       |                        | (30.3      | )                                                       |       |   | 1,605.0 |   |   |   |   | 8.5 |   |   |
| Effect of exchange  rate changes on cash                                                       |       |                        | (3.7       | )                                                       |       |   | (0.1 | ) |   |   |   | (0.6 | ) |   |
| Net (decrease)  increase in cash and cash equivalents                                          |       |                        | (42.6      | )                                                       |       |   | 93.7 |   |   |   |   | 102.5 |   |   |
| Cash and cash  equivalents beginning of period                                                 |       |                        | 116.9      |                                                    |       |   | — |   |   |   |   | 28.3 |   |   |
| Cash and cash  equivalents end of period                                                       |       |                        | $          | 74.3                                                    |       |   |   | $ | 93.7 |   |   |   |   | $ | 130.8 |   |   |
| Supplemental disclosures of cash flow information:                                             |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Cash paid during the period for:                                                               |       |                        |       |                                                    |       |   |   |   |   |   |   |   |   |   |
| Interest                                                                                       |       |                        | $          | 33.9                                                    |       |   |   | $ | 3.9 |   |   |   |   | $ | 1.3 |   |   |
| Income taxes paid, net                                                                         |       |                        | $          | 9.0                                                     |       |   |   | $ | 17.6 |   |   |   |   | $ | 4.2 |   |   |

 

See accompanying notes to consolidated financial statements.

7

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Dollars in millions) (Unaudited)**

**(1)   Backgroundand Basis of Presentation**

***(a)   Background***

CDRV Investors, Inc. (the “Company,” “CDRV,” “we”or “our”) is the ultimate parent company of VWR International, Inc. VWRInternational, Inc. and its predecessor, VWR International Corporation, (“VWR”)distribute scientific supplies, chemicals, and equipment, primarily in NorthAmerica and Europe. Prior to April 7, 2004, Merck KGaA was VWR’s ultimateparent company. On April 7, 2004, Merck KGaA sold all of the outstandingshares of capital stock of VWR International Corporation to CDRV AcquisitionCorporation (“CDRVA”), a wholly-owned subsidiary of CDRV Holdings, Inc., awholly-owned subsidiary of CDRV, for a purchase price of approximately$1,684.2, consisting of approximately $1,669.9 in cash and approximately $14.3of assumed debt (the “Acquisition”). In addition, direct acquisition costs ofapproximately $77.5 were incurred. CDRVA financed the Acquisition through a$550.0 equity investment, approximately $1,110.5 in various debt instruments,acquired cash of $70.1 and accrued expenses of $16.8.

In connection with the Acquisition, CDRVA issued$200.0 of 67¤8%unsecured senior notes due 2012 and $320.0 of 8% unsecured senior subordinatednotes due 2014 and obtained financing under a new senior secured credit facility (the “SeniorSecured Credit Facility”). Following the completion of the Acquisition, therewere a series of internal reorganizations, pursuant to which, among otherthings, (i) VWR International Corporation merged with and into VWR International, Inc.,with VWR International, Inc. surviving, and (ii) thereafter, CDRVAmerged with and into VWR International, Inc., with VWR International, Inc.surviving and assuming the obligations of CDRVA.

On December 16, 2004, CDRV issued $481.0 of 95¤8% senior discount notes due 2015.Prior to this issuance, CDRV had not had any significant operating, investingor financing activities other than being the holding company of CDRV Holdings,Inc., which in turn, had not had any significant operating, investing orfinancing activities other than being the holding company of VWR and theindirect holder of the approximately 6% equity ownership in VWR InternationalImmobilien GmbH that VWR did not hold. The net proceeds from the issuance ofthese notes of approximately $297.9 were used to pay a dividend to the holdersof the Company’s common stock.

The term “successor” refers to CDRV following theAcquisition. The term “predecessor” refers to VWR International Corporationprior to the change in control on April 7, 2004. CDRVA had no operationsprior to the Acquisition.

The financial statements, for all periods presentedprior to the Acquisition, do not include allocations of Merck KGaA generalcorporate expenses or charges for financial reporting, tax, and treasuryservices, as such costs had not been charged to VWR. Management does notbelieve that charges from Merck KGaA for such services would have beenmaterial.

The financial statements,for all periods presented prior to the Acquisition, reflect the push down ofthe purchase price previously paid by Merck KGaA for VWR to the VWR financialstatements that resulted in the recognition of push down debt due to Merck KGaAor a contribution to stockholders’ equity for cash consideration. Interestexpense was recorded on this push down debt based upon Merck KGaA’sintercompany interest rates, which are not necessarily indicative of rates VWRwould have 

8

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

obtainedif it were not an ultimate subsidiary of Merck KGaA. Interest expense,including tax effects on push down debt, has been included in the statements ofoperations, and presented as a non-cash item in the accompanying statements ofcash flows.

***(b)   Basis of Presentation***

The accompanying consolidated financial statementsinclude the accounts of CDRV and its subsidiaries after elimination of allintercompany balances and transactions. The financial statements includedherein have been prepared by the Company without audit, pursuant to the rules andregulations of the Securities and Exchange Commission (“SEC”). Certaininformation and footnote disclosures normally included in financial statementsprepared in accordance with accounting principles generally accepted in theUnited States of America, have been condensed or omitted pursuant to such rules andregulations. The December 31, 2004 balance sheet is the balance sheetincluded in the audited financial statements as shown in the Company’sRegistration Statement on Form S-4 filed on April 15, 2005, asamended. The Company believes that the disclosures included herein are adequateto make the information presented not misleading when read in conjunction withthe financial statements, footnotes and related disclosures included in theCompany’s Registration Statement on Form S-4 filed on April 15, 2005,as amended.

The financial information presented herein reflectsall adjustments (consisting only of normal-recurring adjustments) thatare, in the opinion of management, necessary for a fair presentation of the****results for the interim periods presented.The results for interim periods are not necessarily indicative of the resultsto be expected for the full year.

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period. While actual results could differ from those estimates,management believes that the estimates are reasonable.

**(2)   New Accounting Standards**

During December 2004, the Financial AccountingStandards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”)No. 123 Revised, *Share-Based Payment*.This Statement requires companies to recognize in the income statement, thegrant value of stock options and other forms of equity-based compensationissued to employees. The provisions of this Statement become effective at thebeginning of 2006. During August 2004, the Company introduced ashare-based compensation arrangement as a component of its compensation plansfor our employees. Management is in the process of evaluating but has notreached a conclusion on the impact this Statement will have on the Company’sresults of operations.

In March 2005, theFASB issued Interpretation No. 47, *AnInterpretation of FASB No. 143*. SFAS No. 143, *Accounting for Assets Retirement Obligations*(“SFAS No. 143”), addresses financial accounting and reporting forobligations associated with the retirement of tangible long-lived assets and theassociated 

9

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

assetretirement costs. SFAS No. 143 requires recognition of a liability at fairvalue and an increase to the carrying value of the related asset for anyretirement obligation. This amount would then be amortized over the life of theasset. The liability would be adjusted at the end of each period to reflect thepassage of time and changes in the estimated future cash flows. ThisInterpretation addresses the legal obligation to retire an asset when thetiming and (or) method of settlement are conditional on a future event that mayor may not be within the control of the Company. This Interpretation iseffective December 31, 2005. We have not yet determined whether theadoption of this Interpretation will have a material impact on our financialcondition or results of operations.

**(3)   Stock-Based Compensation**

TheCompany measures compensation expense for the stock-based employee compensationplan using the intrinsic value method of Accounting Principals Board Opinion No. 25,*Accounting for Stock Issued to Employees*.The Company has adopted the disclosure-only provisions of SFAS No. 148, *Accounting for Stock-Based Compensation—Transitionand Disclosure, an amendment of FASB Statement No. 123* (“SFAS No. 148”).Therefore, the Company has not recognized compensation expense for its options grantedbecause such options had an exercise price equal to their fair market value onthe date of grant. Had compensation expense for the Company’s stock optionplans been determined based on the fair value at the grant date for awardsunder the Company’s stock plans, consistent with the methodology prescribedunder SFAS No. 148, the Company’s net income would have approximated thepro-forma amounts indicated below:
| ** **                                                                                                          | ** ** | **Three Months** | ** ** | **Six Months** | ** ** |
|---------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|---------------------|------------|
| ** **                                                                                                          | ** ** | **Ended**             | ** ** | **Ended**           | ** ** |
| ** **                                                                                                          | ** ** | **June 30,**     | ** ** | **June 30,**   | ** ** |
| ** **                                                                                                          | ** ** | **2005**              | ** ** | **2005**            | ** ** |
| Net income as  reported                                                                                             |       |                  | $          | 4.8                 |       |   |   | $ | 5.3 |   |   |
| Deduct:  stock-based compensation expense determined using fair value based method  for all awards, net of tax |       |                  | (0.3       | )                   |       |   | (0.6 | ) |   |
| Pro-forma net income                                                                                                |       |                  | $          | 4.5                 |       |   |   | $ | 4.7 |   |   |

 

Thefair value of the Company’s stock options was estimated using the Black-Scholesoption-pricing model with the following weighted average assumptions:
| Risk free  interest rate  |   | 3.67%        |
|---------------------------|--------|--------------|
| Expected life of  options |   | 4 years |
| Volatility                |   | 20%          |
| Expected dividend yield   |   | 0.0%         |

 

**(4)   Restructuring**

***(a)   Restructuring as a Result of the Acquisition***

The Acquisition was accounted for under the purchasemethod of accounting in accordance with SFAS No. 141, *BusinessCombinations.*Under purchase accounting, tangible and identifiableintangible 

10

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

assets acquired and liabilitiesassumed have been recorded at their respective fair values based on third partyvaluations. The purchase accounting adjustments made in the accompanyingfinancial statements with respect to the Acquisition have been finalized.

During the first half of 2005, we implemented variousrestructuring plans that were formulated in 2004 and were in the planning andevaluation stages. Accordingly, we recorded additional restructuring accrualsof approximately $24.1 in the first quarter of 2005 and approximately $0.4 inthe second quarter of 2005, which have been recorded as adjustments toacquisition costs (increases to goodwill) pursuant to the provisions ofEmerging Issues Task Force Issue No. 95-3, *Recognition of Liabilities in Connection with aPurchase Business Combination*(“EITF 95-3”). These charges primarilyreflect severance and other exit costs including estimates for environmentalremediation associated with cessation of manufacturing operations at a plant inFrance and severance costs associated with the consolidation of certain salesand marketing personnel in our German and UK operations.

The charge for environmental remediation in France ofapproximately $6.4 is based on estimates obtained from environmentalengineering firms considering requirements set forth under existing rules andregulations in France. There can be no assurance that such estimates willultimately be sufficient to cover actual remediation costs, which may berequired by regulatory authorities.

Thefollowing table sets forth the activity associated with the Company’sliabilities for restructuring as a result of the Acquisition during the six months ended June 30, 2005.
| ** **                          | ** ** | **Balance as of  January 1,  2005** | ** ** | **Accruals  Charged to  Goodwill** | ** ** | **Cash  Payments/  Other** | ** ** | **Translation  Adjustments** | ** ** | **Balance as of  June 30,  2005** | ** ** |
|-------------------------------------|------------|----------------------------------------------------|------------|-----------------------------------------|------------|----------------------------|------------|------------------------------|------------|--------------------------------------------------|------------|
| Severance and  termination benefits |       |                                               | $          | 21.0                                    |       |                       |       | $                            | 13.4       |                                             |       |   | $ | (17.7 | ) |   |   | $ | (2.9 | ) |   |   | $ | 13.8 |   |   |
| Facilities  related                 |       |                                               | 0.5        |                                    |       |                       | 10.9       |                         |       |                                             | (0.7       | ) |   |   | (0.8 | ) |   |   | 9.9 |   |   |
| Other                               |       |                                               | 0.3        |                                    |       |                       | 0.2        |                         |       |                                             | (0.1       | ) |   |   | — |   |   |   | 0.4 |   |   |
| Totals                              |       |                                               | $          | 21.8                                    |       |                       |       | $                            | 24.5       |                                             |       |   | $ | (18.5 | ) |   |   | $ | (3.7 | ) |   |   | $ | 24.1 |   |   |

 

***(b)   Other restructuring activities***

In addition, we initiated cost reduction programs inresponse to relatively static market conditions and implemented reductions inforce and other cost containment measures during the first and second quartersof 2005. In connection with these actions, we recorded accruals in the sixmonth period ended June 30, 2005 related to severance and other coststotaling approximately $7.2 ($2.1 and $5.1 for the three months ended March 31,and June 30, 2005, respectively), which are included in selling, generaland administrative expenses in the accompanying statements of operations.

11

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

Thefollowing table sets forth the activity associated with the Company’sliabilities for these cost reduction programs during the six months ended June 30, 2005.
| ** **                          | ** ** | **Balance as of  January 1,  2005** | ** ** | **Accruals  Charged to  Earnings** | ** ** | **Cash  Payments/  Other** | ** ** | **Translation  Adjustments** | ** ** | **Balance as of  June 30,  2005** | ** ** |
|-------------------------------------|------------|----------------------------------------------------|------------|-----------------------------------------|------------|----------------------------|------------|------------------------------|------------|--------------------------------------------------|------------|
| Severance and  termination benefits |       |                                               | $          | —                                  |       |                       |       | $                            | 5.7        |                                             |       |   | $ | (2.1 | ) |   |   | $ | — |   |   |   | $ | 3.6 |   |   |
| Facilities  related                 |       |                                               | —     |                                    |       |                       | 1.5        |                         |       |                                             | —     |   |   |   | — |   |   |   | 1.5 |   |   |
| Totals                              |       |                                               | $          | —                                  |       |                       |       | $                            | 7.2        |                                             |       |   | $ | (2.1 | ) |   |   | $ | — |   |   |   | $ | 5.1 |   |   |

 

**(5)**   Acquisitions, Goodwill and OtherIntangibles

***(a)   Acquisition of VWR International Corporationby CDRVA***

As discussed above, the Acquisition was accounted forunder the purchase method of accounting in accordance with SFAS No. 141, *Business Combinations*.The excess investment made by CDRVA over the estimates of the fairmarket value of the identifiable assets and liabilities of the Company as of April 7,2004 was approximately $859.6. As of December 31, 2004, goodwillassociated with the Acquisition including the effects of purchase accountingadjustments and currency translation was $907.0.

Thefollowing unaudited pro-forma financial information presents a summary ofconsolidated results of operations of the Company for the six months ended June 30,2004 as if the Acquisition and the issuance of the senior discount notesdiscussed in Note 6(c) had occurred as of January 1, 2004.
| Net sales                   |   | $    | 1,469.2 |   |
|-----------------------------|--------|------|---------|--------|
| Income before  income taxes |   | 22.0 |    |
| Net income                  |   | 11.0 |    |

 

These unaudited pro-formaresults have been prepared for comparative purposes only and primarily includeadjustments for a consulting advisory fee, interest expense, depreciation,amortization and income taxes. These results do not purport to be indicative ofthe results of operations which actually would have resulted had theAcquisition occurred at the beginning of 2004, or of the future results ofoperations of the successor Company.

***(b)   Acquisition of AGB Scientific Ltd. andAdvanced Instruments Sales & Service, Inc.***

On April 1, 2005, the Company acquired AGBScientific Ltd. (“AGB”) for initial cash consideration of approximately $23.8. AGBdistributes scientific supplies and is headquartered in Dublin, Ireland. Theresults of AGB have been included in the European Lab segment from the date ofacquisition.

On April 1, 2005, the Company acquired AdvancedInstruments Sales & Service, Inc. (“AI”) for initial cashconsideration of approximately $16.8 and CDRV stock of approximately $0.5. AIperforms services and distributes scientific supplies to the Puerto Ricanmarket and is headquartered in San Juan, Puerto Rico. The results of AI havebeen included in the North American Lab segment from the date of acquisition.

12

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

Cash consideration for these acquisitions was fundedfrom cash and cash equivalents on hand.

Had these acquisitionsoccurred at the beginning of 2004, the pro-forma consolidated statements ofoperations would not have been materially different from the amounts reported.

***(c)   Goodwill and Other Intangibles***

Changesin the carrying amount of goodwill by segment for the six months ended June 30,2005 are as follows:
| ** **                                                                   | ** ** | **North**             | ** ** | **European** | ** ** | **Science**   | ** ** | ** ** | ** ** |
|------------------------------------------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|------------|------------|
| ** **                                                                   | ** ** | **American Lab** | ** ** | **Lab**      | ** ** | **Education** | ** ** | **Total**  | ** ** |
| Balance as of  January 1, 2005                                          |       |                  | $          | 645.0        |       |          |       | $          | 192.8      |   |   |   | $ | 69.2 |   |   | $ | 907.0 |   |
| Changes as a result of purchase accounting  adjustments for the Acquisition: |       |                  |       |         |       |          |       |       |       |   |   |   |   |   |   |
| Restructuring charges, net of tax                                            |       |                  | 1.1        |         |       |          | 19.2       |       |       |   | 0.2 |   |   | 20.5 |   |
| Curtailment of benefit plans, net of tax(1)                                  |       |                  | (8.3       | )            |       |          | —     |       |       |   | — |   |   | (8.3 | ) |
| Final purchase price allocation                                              |       |                  | —     |         |       |          | —     |       |       |   | (1.6 | ) |   | (1.6 | ) |
| Other acquisitions(2)                                                        |       |                  | 3.7        |         |       |          | 22.3       |       |       |   | — |   |   | 26.0 |   |
| Currency translation changes                                                 |       |                  | (3.1       | )            |       |          | (23.3      | )          |       |   | — |   |   | (26.4 | ) |
| Balance as of  June 30, 2005                                            |       |                  | $          | 638.4        |       |          |       | $          | 211.0      |   |   |   | $ | 67.8 |   |   | $ | 917.2 |   |

----

(1)**            **Duringthe first quarter of 2005, the Company finalized its plans with regard to thecurtailment of certain U.S. benefit plans. In accordance with EITF 95-3, thecurtailment gains of $8.3, net of tax, were recorded as reductions to goodwill.See Note 8 for further information.

(2)**            **Theallocation of purchase price for the AGB and AI acquisitions have been madebased upon management estimates and third-party valuations that have not beenfinalized. Accordingly, the purchase price allocations are preliminary andrevisions will be necessary.

The following schedulesets forth the major classes of intangible assets held at June 30, 2005:
| ** **                              | ** ** | **Lives** | ** ** | ** ** | ** ** |
|-----------------------------------------|------------|-----------|------------|------------|------------|
| Amortized  Intangibles:                 |       |      |       |       |       |
| Customer Relationships in North America |       | 20 -  33  |       | $          | 244.7      |   |
| Customer Relationships in Europe        |       | 20        |       | 70.0       |       |
| Chemical Supply Agreements              |       | 10        |       | 30.0       |       |
| Other                                   |       | various   |       | 4.4        |       |
| Less: Accumulated Amortization          |       |      |       | (17.6      | )          |
| Amortized Intangibles, net              |       |      |       | 331.5      |       |
| Unamortized  Intangibles:               |       |      |       |       |       |
| Trademarks and Tradenames               |       |      |       | 221.8      |       |
| Total Intangible Assets                 |       |      |       | $          | 553.3      |   |

 

13

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

**(6)   Long-TermBorrowings and Senior Secured Credit Facilities**

Followingis a summary of our debtobligations:
| ** **                                                                                   | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                                                                                   | ** ** | **2005**          | ** ** | **2004**              | ** ** |
| Senior Secured  Credit Facility                                                              |       | $                 | 540.4      |                  |       | $ | 559.5 |   |   |
| 67¤8%  Unsecured Senior Notes due 2012                                                  |       | 200.0             |       |                  | 200.0      |   |   |
| 8% Unsecured  Senior Subordinated Notes due 2014                                             |       | 320.0             |       |                  | 320.0      |   |   |
| $481.0 aggregate  principal amount at maturity of 95¤8%  Senior Discount Notes due 2015 |       | 315.1             |       |                  | 300.6      |   |   |
| Bank loans                                                                                   |       | 5.4               |       |                  | 11.9       |   |   |
| Capital leases                                                                               |       | 6.3               |       |                  | 7.1        |   |   |
| Total debt                                                                                   |       | 1,387.2           |       |                  | 1,399.1    |   |   |
| Less short-term  portion                                                                     |       | (11.8             | )          |                  | (12.9      | ) |   |
| Total long-term  portion                                                                     |       | $                 | 1,375.4    |                  |       | $ | 1,386.2 |   |   |

 

***(a)   Senior Secured Credit Facility***

The Senior Secured Credit Facility provides foraggregate maximum borrowings of approximately $690.4 under (1) a term loanfacility providing for a loan denominated in Euros in an aggregate principalamount currently outstanding of €132.7 million (orapproximately $160.5 on a U.S. dollar equivalent basis as of June 30, 2005), (2) aterm loan facility providing for a term loan denominated in U.S. dollars in anaggregate principal amount currently outstanding of $379.9, and (3) amulti-currency revolving credit facility, providing for up to $150.0 inmulti-currency revolving loans (including standby and commercial letters ofcredit) outstanding at any time. Undrawn amounts under the multi-currencyrevolving credit facility will be available on a revolving credit basis forgeneral corporate purposes. As of June 30, 2005, we had $11.3 of undrawnletters of credit and our remaining borrowing availability under the $150.0multi-currency revolving credit facility was $138.7.

The term loan facilities will mature in 2011 and themulti-currency revolving credit facility will mature in 2009. The principalamount of the term loans will be amortized in annual installments for the firstsix years and quarterly installments during the seventh year.

Subject to certainexceptions, the Senior Secured Credit Facility is expected to be subject tomandatory prepayment and reduction in an amount equal to:

·       Thenet proceeds of (1) any permitted receivables securitization program, (2) certaindebt offerings, (3) certain asset sales and (4) certain insurancerecovery and condemnation events; and

·       50% of excess operatingcash flow (as defined) for any fiscal year unless certain leverage ratiotargets are met (payment beginning in 2006 for fiscal 2005).

14

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

***Security;Guarantees***

The obligations under the Senior Secured CreditFacility are guaranteed by VWR’s parent; CDRV Holdings, Inc.; and eachsignificant direct and indirect domestic subsidiary of VWR, as that term isdefined in the credit agreement. As of June 30, 2005, none of the domesticsubsidiaries of VWR met the definition of significant subsidiary under thecredit agreement. In addition, the Senior Secured Credit Facility and theguarantees thereunder are secured by security interests in and pledges of orliens on substantially all of the tangible and intangible assets of VWR and itssubsidiaries.

The Senior Secured CreditFacility and the guarantees thereunder are secured by a pledge of 65% of thecapital stock of the foreign subsidiary holding companies of CDRV Holdings, Inc.and VWR, which in turn hold the capital stock of certain of our foreignsubsidiaries.

***Interest***

At our election, the interest rates per annumapplicable to the U.S. dollar-denominated term loan can be based on afluctuating rate of interest measured by reference to either (1) anadjusted London inter-bank offered rate, or LIBOR, plus a borrowingmargin or (2) an alternate base rate, or ABR, plus a borrowing margin. Theinterest rate per annum applicable to the Euro-denominated term loan is basedon a fluctuating rate of interest measured by reference to an adjusted EURIBORplus a borrowing margin. As of June 30, 2005, the interest rates on theU.S. dollar-denominated and Euro-denominated term loans were 5.65% and 4.89%,respectively.

Effective July 21,2004, VWR entered into an interest rate cap to hedge a portion of thevariability of cash flows related to potential changes in interest rates on €35.0million of our Euro-denominated term loan. The instrument has a 5.0% 3-monthEURIBOR cap that terminates on July 21, 2006. The 3-month EURIBOR rate wasapproximately 2.1% as of June 30, 2005.

***Covenants***

Our Senior Secured CreditFacility contains a number of covenants that, among other things, limit orrestrict our ability to dispose of assets, incur additional indebtedness, incurguarantee obligations, prepay other indebtedness, make acquisitions, modifyterms of the indentures, engage in mergers or consolidations, change thebusiness conducted by us taken as a whole, make capital expenditures, or engagein certain transactions with affiliates. In addition, the Senior Secured Creditfacility requires us to comply with specified financial ratios and tests,including a minimum interest expense coverage ratio, a maximum leverage ratioand a maximum capital expenditures test. As of June 30, 2005, the Companywas in compliance with all of these covenants.

***(b)   The Senior and Senior Subordinated Notes***

The 67¤8% unsecuredsenior notes mature on April 15, 2012. The 8% unsecured seniorsubordinated notes mature on April 15, 2014. Both the senior and seniorsubordinated notes require semiannual cash interest payments on April 15and October 15 to holders of record at the close of business as of thepreceding April 1 and October 1. The senior subordinated notes aresubordinated in right of payment to all secured debt of the Company and thesenior notes.

15

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

Under the Senior Indentureand the Senior Subordinated Indenture, additional securities may be issued inone or more series from time to time, subject to certain covenant limitations.

***(c)   Senior Discount Notes***

On December 16, 2004, CDRV issued $481.0aggregate principal amount at maturity ($299.4 proceeds) of 95¤8%Senior Discount Notes due January 1, 2015 (“Senior Discount Notes”). Theproceeds, net of $1.5 of debt issuance costs, were used to pay a cash dividendon our common stock in December 2004.

No cash interest will accrue on the Senior Discount Notesprior to January 1, 2010. Thereafter, cash interest will accrue on thenotes and be payable semiannually in arrears on January 1, and July 1of each year, commencing on July 1, 2010, at the rate of 95¤8%per annum, provided that on any interest payment date, interest will be payableonly to the extent funds are available for distribution by CDRV’s subsidiariesto CDRV (net of applicable taxes and expenses) under applicable law andspecified provisions of the indentures governing the unsecured notes as ineffect on the issue date of the notes.

The indenture for theSenior Discount Notes contains covenants that, among other things, limits theamount of additional indebtedness we may incur, pay cash dividends, sell assetsand subsidiary stock, enter into transactions with affiliates, place liens onassets, and make certain other payments. At June 30, 2005, the Company wasin compliance with all covenants.

**(7)   Income Taxes**

On October 22, 2004,the American Jobs Creation Act (the “AJCA”) was signed into law. The AJCAcontains certain tax provisions that may impact us over the next several yearsas those provisions become effective. We reviewed these provisions and theirapplication to some of our businesses to evaluate the effect these changes may haveon income taxes included in our consolidated financial statements.Specifically, the AJCA provides for exclusion for U.S. federal income taxpurposes of 85% of certain foreign earnings that are repatriated as dividends,as defined in the AJCA. As a result of our review, we will not elect torepatriate any unremitted foreign earnings.

**(8)   Defined Benefit Plans**

The Company sponsors various retirement plans for mostfull-time employees. Pension plan benefits for the defined benefit plans arebased primarily on participants’ compensation and years of credited service. Ithas been the Company’s policy to fund the minimum amount required by localregulations of current and prior year service costs under its funded definedbenefit plans.

16

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

Netperiodic pension cost of the Company’s U.S. defined benefit plan includes thefollowing components:
| ** **                      | ** ** | ** **                  | ** ** | **Three Months Ended** | ** ** | ** **                  | ** ** | **Six Months Ended** | ** ** |
|---------------------------------|------------|-----------------------------|------------|----------------------------------|------------|-----------------------------|------------|--------------------------------|------------|
| ** **                      | ** ** | **Successor**               | ** ** | **June 30, 2004**      | ** ** | **Successor**               | ** ** | **June 30, 2004**    | ** ** |
| ** **                      | ** ** | **Three Months**       | ** ** | **Successor**                    | ** ** | **Predecessor**             | ** ** | **Six Months**            | ** ** | **Successor** | ** ** | **Predecessor** | ** ** |
| ** **                      | ** ** | **Ended**                   | ** ** | **April 7 -**          | ** ** | **April 1 -**     | ** ** | **Ended**                      | ** ** | **April 7 -** | ** ** | **January 1 -** | ** ** |
| ** **                      | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**      | ** ** | **April 6, 2004** | ** ** | **June 30, 2005**    | ** ** | **June 30, 2004** | ** ** | **April 6, 2004** | ** ** |
| Service cost                    |       |                        | $          | 1.4                              |       |                        |       | $                              | 1.6        |   |   |   | $ | 0.1 |   |   |   | $ | 3.3 |   |   |   | $ | 1.6 |   |   |   | $ | 1.8 |   |   |
| Interest cost                   |       |                        | 2.1        |                             |       |                        | 1.8        |                           |       |   | 0.2 |   |   |   | 4.3 |   |   |   | 1.8 |   |   |   | 2.2 |   |   |
| Expected return on plan  assets |       |                        | (2.1       | )                                |       |                        | (1.7       | )                              |       |   | (0.2 | ) |   |   | (4.2 | ) |   |   | (1.7 | ) |   |   | (2.5 | ) |   |
| Recognized net actuarial  loss  |       |                        | —     |                             |       |                        | —     |                           |       |   | — |   |   |   | — |   |   |   | — |   |   |   | 0.8 |   |   |
| Net periodic pension cost       |       |                        | $          | 1.4                              |       |                        |       | $                              | 1.7        |   |   |   | $ | 0.1 |   |   |   | $ | 3.4 |   |   |   | $ | 1.7 |   |   |   | $ | 2.3 |   |   |

 

The Company does not plan to make a contribution tothe U.S. defined benefit plan during 2005.

During 2004, we launched a comprehensive study of ourU.S. employee benefits programs. The study was designed to both benchmark ourbenefits from a competitive perspective and assess the balance of the programcomponents in terms of employee needs. The Board of Directors approved a numberof benefit changes during February 2005 that were implemented effective June 1,2005. The most significant changes involved the curtailment of our U.S. pensionplan, improvements in the rate of employer matching contributions to our 401(k) definedcontribution plan, increased rates of employee contributions to fund ongoingmedical benefits, and the elimination of carryover vacation days by the end of2006. These changes are expected to modestly reduce our benefit costs,prospectively.

As a result of the decision to curtail the pensionplan, future benefits were frozen effective May 31, 2005. Mostparticipants will earn no further benefits under the plan after that date. As aresult, there was a reduction in the plan’s projected benefit obligation of$13.1 that was recorded as a reduction to pension liabilities. Goodwill anddeferred tax assets were reduced by $8.0 and $5.1, respectively, as of March 31,2005.

Netperiodic pension cost of the Company’s significant Non-U.S. defined benefitplans in Germany, France and the UK include the following components:
| ** **                      | ** ** | ** **                  | ** ** | **Three Months Ended** | ** ** | ** **                  | ** ** | **Six Months Ended** | ** ** |
|---------------------------------|------------|-----------------------------|------------|----------------------------------|------------|-----------------------------|------------|--------------------------------|------------|
| ** **                      | ** ** | **Successor**               | ** ** | **June 30, 2004**      | ** ** | **Successor**               | ** ** | **June 30, 2004**    | ** ** |
| ** **                      | ** ** | **Three Months**       | ** ** | **Successor**                    | ** ** | **Predecessor**             | ** ** | **Six Months**            | ** ** | **Successor** | ** ** | **Predecessor** | ** ** |
| ** **                      | ** ** | **Ended**                   | ** ** | **April 7 -**          | ** ** | **April 1 -**     | ** ** | **Ended**                      | ** ** | **April 7 -** | ** ** | **January 1 -** | ** ** |
| ** **                      | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**      | ** ** | **April 6, 2004** | ** ** | **June 30, 2005**    | ** ** | **June 30, 2004** | ** ** | **April 6, 2004** | ** ** |
| Service cost                    |       |                        | $          | 0.9                              |       |                        |       | $                              | 0.6        |   |   |   | $ | — |   |   |   | $ | 1.8 |   |   |   | $ | 0.6 |   |   |   | $ | 0.1 |   |   |
| Interest cost                   |       |                        | 1.1        |                             |       |                        | 0.3        |                           |       |   | — |   |   |   | 2.2 |   |   |   | 0.3 |   |   |   | 0.3 |   |   |
| Expected return on plan  assets |       |                        | (1.0       | )                                |       |                        | —     |                           |       |   | — |   |   |   | (2.0 | ) |   |   | — |   |   |   | — |   |   |
| Net periodic pension cost       |       |                        | $          | 1.0                              |       |                        |       | $                              | 0.9        |   |   |   | $ | — |   |   |   | $ | 2.0 |   |   |   | $ | 0.9 |   |   |   | $ | 0.4 |   |   |

 

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

The Company made combinedcontributions to the Non-U.S. defined benefit plans of approximately $1.2 forthe six months ended June 30, 2005 and expects to make additionalcontributions to the Non-U.S. defined benefit plans of approximately $1.5during the remainder of 2005.

**(9)   Comprehensive Income (Loss)**

Comprehensiveincome (loss) is determined as follows:
| ** **                                 | ** ** | ** **                  | ** ** | **Three Months Ended** | ** ** | ** **                  | ** ** | **Six Months Ended** | ** ** |
|--------------------------------------------|------------|-----------------------------|------------|----------------------------------|------------|-----------------------------|------------|--------------------------------|------------|
| ** **                                 | ** ** | **Successor**               | ** ** | **June 30, 2004**      | ** ** | **Successor**               | ** ** | **June 30, 2004**    | ** ** |
| ** **                                 | ** ** | **Three Months**       | ** ** | **Successor**                    | ** ** | **Predecessor**             | ** ** | **Six Months**            | ** ** | **Successor** | ** ** | **Predecessor** | ** ** |
| ** **                                 | ** ** | **Ended**                   | ** ** | **April 7 -**          | ** ** | **April 1 -**     | ** ** | **Ended**                      | ** ** | **April 7 -** | ** ** | **January 1 -** | ** ** |
| ** **                                 | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**      | ** ** | **April 6, 2004** | ** ** | **June 30, 2005**    | ** ** | **June 30, 2004** | ** ** | **April 6, 2004** | ** ** |
| Net income                                 |       |                        | $          | 4.8                              |       |                        |       | $                              | 8.5        |   |   |   | $ | 1.6 |   |   |   | $ | 5.3 |   |   |   | $ | 8.5 |   |   |   | $ | 20.7 |   |   |
| Other comprehensive  income (loss):        |       |                        |       |                             |       |                        |       |                           |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Foreign currency translation adjustment    |       |                        | (27.4      | )                                |       |                        | 2.4        |                           |       |   | — |   |   |   | (33.4 | ) |   |   | 2.4 |   |   |   | (3.7 | ) |   |
| Unrealized gain on derivatives, net of tax |       |                        | 0.4        |                             |       |                        | —     |                           |       |   | — |   |   |   | 0.7 |   |   |   | — |   |   |   | 0.2 |   |   |
| Comprehensive income  (loss)               |       |                        | $          | (22.2                            | )          |                        |       | $                              | 10.9       |   |   |   | $ | 1.6 |   |   |   | $ | (27.4 | ) |   |   | $ | 10.9 |   |   |   | $ | 17.2 |   |   |

 

**(10)   Segment Financial Information**

The Company reports financial results on the basis ofthe following three business segments: North American laboratory distribution,or North American Lab, European laboratory distribution, or European Lab, andScience Education. Both the North American Lab and European Lab segments arecomprised of the distribution of scientific supplies to customers engaged inpharmaceuticals, biotechnology, chemicals, technology, and food processing;governmental agencies; colleges and universities; and environmentalorganizations. Science Education is comprised of the distribution of scientificsupplies and specialized kits to primary and secondary schools as well asdistribution of scientific supplies to universities and research institutes.

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**CDRV INVESTORS, INC. Notes to Consolidated Financial Statements (Continued) (Dollars in millions) (Unaudited)**

Selectedbusiness segment financial information and reconciliation of reported operatingincome by segment to income before income taxes are presented below. Inter-segmentactivity has been eliminated. Therefore, revenues reported for each operatingsegment are substantially all from external customers.
| ** **                   | ** ** | ** **                  | ** ** | **Three Months Ended** | ** ** | ** **                  | ** ** | **Six Months Ended** | ** ** |
|------------------------------|------------|-----------------------------|------------|----------------------------------|------------|-----------------------------|------------|--------------------------------|------------|
| ** **                   | ** ** | **Successor**               | ** ** | **June 30, 2004**      | ** ** | **Successor**               | ** ** | **June 30, 2004**    | ** ** |
| ** **                   | ** ** | **Three Months**       | ** ** | **Successor**                    | ** ** | **Predecessor**             | ** ** | **Six Months**            | ** ** | **Successor** | ** ** | **Predecessor** | ** ** |
| ** **                   | ** ** | **Ended**                   | ** ** | **April 7 -**          | ** ** | **April 1 -**     | ** ** | **Ended**                      | ** ** | **April 7 -** | ** ** | **January 1 -** | ** ** |
| ** **                   | ** ** | **June 30, 2005** | ** ** | **June 30, 2004**      | ** ** | **April 6, 2004** | ** ** | **June 30, 2005**    | ** ** | **June 30, 2004** | ** ** | **April 6, 2004** | ** ** |
| **Net Sales**                |       |                        |       |                             |       |                        |       |                           |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| North American Lab           |       |                        | $          | 479.5                            |       |                        |       | $                              | 427.6      |   |   |   | $ | 36.0 |   |   |   | $ | 940.4 |   |   |   | $ | 427.6 |   |   |   | $ | 486.5 |   |   |
| European Lab                 |       |                        | 281.2      |                             |       |                        | 221.1      |                           |       |   | 21.6 |   |   |   | 550.0 |   |   |   | 221.1 |   |   |   | 283.0 |   |   |
| Science Education            |       |                        | 34.1       |                             |       |                        | 27.3       |                           |       |   | 1.8 |   |   |   | 58.5 |   |   |   | 27.3 |   |   |   | 23.7 |   |   |
| Total                        |       |                        | $          | 794.8                            |       |                        |       | $                              | 676.0      |   |   |   | $ | 59.4 |   |   |   | $ | 1,548.9 |   |   |   | $ | 676.0 |   |   |   | $ | 793.2 |   |   |
| **Operating  Income**        |       |                        |       |                             |       |                        |       |                           |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| North American Lab           |       |                        | $          | 19.8                             |       |                        |       | $                              | 25.6       |   |   |   | $ | 2.2 |   |   |   | $ | 34.3 |   |   |   | $ | 25.6 |   |   |   | $ | 28.5 |   |   |
| European Lab                 |       |                        | 10.4       |                             |       |                        | 3.6        |                           |       |   | 1.2 |   |   |   | 21.5 |   |   |   | 3.6 |   |   |   | 13.1 |   |   |
| Science Education            |       |                        | 2.6        |                             |       |                        | 2.5        |                           |       |   | — |   |   |   | 2.0 |   |   |   | 2.5 |   |   |   | (0.1 | ) |   |
| Total                        |       |                        | 32.8       |                             |       |                        | 31.7       |                           |       |   | 3.4 |   |   |   | 57.8 |   |   |   | 31.7 |   |   |   | 41.5 |   |   |
| Interest income              |       |                        | (0.4       | )                                |       |                        | (0.1       | )                              |       |   | — |   |   |   | (1.0 | ) |   |   | (0.1 | ) |   |   | (0.2 | ) |   |
| Interest expense:            |       |                        |       |                             |       |                        |       |                           |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest on third party debt |       |                        | 26.0       |                             |       |                        | 16.0       |                           |       |   | — |   |   |   | 51.7 |   |   |   | 16.0 |   |   |   | 1.7 |   |   |
| Interest on push down debt   |       |                        | —     |                             |       |                        | —     |                           |       |   | 0.3 |   |   |   | — |   |   |   | — |   |   |   | 4.1 |   |   |
| Other (income)  expense, net |       |                        | (0.8       | )                                |       |                        | 0.5        |                           |       |   | 0.4 |   |   |   | (1.8 | ) |   |   | 0.5 |   |   |   | 0.1 |   |   |
| Income before  income taxes  |       |                        | $          | 8.0                              |       |                        |       | $                              | 15.3       |   |   |   | $ | 2.7 |   |   |   | $ | 8.9 |   |   |   | $ | 15.3 |   |   |   | $ | 35.8 |   |   |

 

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**Item2—*Management’s Discussion and Analysis of FinancialCondition and Results of Operations***

This Form 10-Qcontains forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933 and Section 21E of the Securities Exchange Actof 1934. All statements other than statements of historical fact included inthis Form 10-Q may constitute forward-looking statements. We have basedthese forward-looking statements on our current expectations and projectionsabout future events. Although we believe that our assumptions made inconnection with the forward-looking statements are reasonable, there can be noassurances that the assumptions and expectations will prove to be correct. Certainfactors that might cause such a difference include those discussed in thesection entitled “Forward-Looking Statements” contained in our RegistrationStatement on Form S-4 filed on April 15, 2005, as amended. Weundertake no obligation to publicly update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise.In light of these risks, uncertainties and assumptions, the forward-lookingevents discussed in the report might not occur.

**Overview**

Our net sales are derived primarily from the sale ofscientific supplies, including laboratory supplies, research chemicals,apparatus, and to a lesser extent laboratory furniture and services. Freightcosts that are billed to our customers are also included in net sales.

Our cost of sales consists primarily of the cost of inventoryshipped and the cost of labor for services we provide on-site at our customer’slocations, such as storeroom management and product delivery. Cost of salesalso includes freight expenses incurred to deliver products to customers aswell as credits for rebates earned from suppliers.

Selling, general and administrative expenses primarilyreflect the costs of operations dedicated to generating new sales, maintainingexisting customer relationships, enhancing technology capabilities, receivingcustomer orders and operating our distribution center facilities. Theseexpenses also include depreciation and amortization.

The AGB and AIacquisitions were completed on April 1, 2005. The results of AGB and AIhave been included in the European Lab segment and the North American Labsegment, respectively, from the date of the acquisitions. AGB had net sales of$8.7 million, gross profit of $2.6 million and operating income of $0.5 millionfor the three months ended June 30, 2005. AI had net sales of $4.6 million,gross profit of $2.2 million and operating income of $0.5 million for the threemonths ended June 30, 2005.

**Compliancewith the Sarbanes-Oxley Act**

We have launched a compliance program to address therequirements of Section 404 of the Sarbanes-Oxley Act in anticipation ofthe compliance date of December 31, 2006. Compliance with theserequirements requires significant incremental internal resources and financialinvestments including, but not limited to, use of outside experts, additionalaudit fees, and potential changes in systems design, security and structure.

During 2005, the SEC issued guidance fornon-accelerated filers that extended our anticipated compliance date by oneyear to December 31, 2006. Prior to the compliance date deferral, weexpected to spend in excess of $5 million during 2005 in conducting ourassessment of our internal control over financial reporting. Through June 30,2005 we have spent approximately $2.1 million on external assistance and weanticipate spending an additional $3 million over the next eighteen months onour compliance program, exclusive of remediation costs that cannot be estimatedat this time.

A component of thisprogram will also focus on the quality, security, and functionality of ourinformation systems. While we have developed sound plans to address all of ourcompliance requirements, there can be no assurance that such efforts will nothave an impact on, or otherwise distract our senior 

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financialteam from, our operations or require additional spending above that exceeds ourinitial expectations.

**Basisof Financial Statement Presentation**

Prior to April 7, 2004, Merck KGaA was VWR’s ultimateparent company. On April 7, 2004, Merck KGaA sold its investment in VWR toCDRVA. As a result of the Acquisition, the financial statements for the periodsincluded in our June 30, 2005 interim financial statements reflect theresults of operations, cash flows, and statements of stockholders’ equity andother comprehensive income (loss) using predecessor and successor time periods.In order to provide a meaningful basis of comparing our results of operationsfor the three months and six months ended June 30, 2004, the results ofoperations for the “predecessor” period (January 1, 2004 through April 6,2004) have been combined with the results of operations for the “successor”period (April 7, 2004 through June 30, 2004). All intercompanyaccounts and transactions have been eliminated.

The purchase price paid by Merck KGaA for thebusinesses was pushed down to VWR International Corporation’s financialstatements from the date of acquisition and resulted in the allocation of thepurchase price to the assets and liabilities acquired and the recognition ofeither push down debt due Merck KGaA or a contribution to stockholders’ equityfor cash consideration. Interest expense was recorded on this push down debtbased upon Merck KGaA’s intercompany interest rates, which are not necessarilyindicative of rates we would have obtained if we were not an ultimatesubsidiary of Merck KGaA. Interest expense, including tax effects, on push downdebt has been included in the statements of operations, and presented as anon-cash item in the accompanying statements of cash flows, as this interestwas not required to be paid to Merck KGaA.

The financial statements,for all periods up to April 6, 2004, do not include allocations of MerckKGaA general corporate expenses or charges for financial reporting, tax, andtreasury services, as such costs were not charged to us. Management does notbelieve that charges for such services would have been material. The historicalfinancial information does not reflect the added costs that we will incur as aseparate company. These additional costs will include costs for new informationtechnology systems to operate as a separate company, costs of periodicreporting to the SEC, as well as the costs related to a global tax and treasurystaff and compliance with the Sarbanes-Oxley Act. This historical financialinformation also does not reflect the incremental costs associated with changesthat occured in our capital structure and operations.

**Effects of the Acquisition**

The Acquisition has been accounted for using thepurchase method of accounting. As such, our assets and liabilities wereadjusted, as of the date of the Acquisition, to their respective fair values.This resulted in the recognition of significant identified intangible assetsrelating to customer relationships, trademarks and tradenames, an increase inpension and post-retirement liabilities for existing plans, the recognition ofother fair value adjustments and the impact of the new debt and equitystructure.

The recognition of thefair value of assets acquired resulted in higher net non-cash depreciation andamortization expense. The new debt outstanding resulted in a significantincrease in interest expense. The cash outflow for interest expense will bepartially offset by tax deductions associated with such interest expense.

**Constant Currency Analysis**

We maintain operations in North America and in fifteenEuropean countries. Approximately 40% of our net sales originate in currenciesother than the U.S. dollar, principally the Euro, the British pound sterlingand the Canadian dollar. As a result, changes in our revenues and operatingprofits include the 

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impact of changes inforeign currency exchange rates. We provide “constant currency” disclosures inthis Report on Form 10-Q to remove the impact of the fluctuation inforeign exchange rates.

We utilize constantcurrency results in our analysis of segment performance. This means that wehave translated financial data for a period into U.S. dollars using the sameforeign currency exchange rates that we used to translate financial data forthe previous comparable period. We believe that this calculation is a usefulmeasure, indicating the actual growth of our operations. Earnings from oursubsidiaries are not generally repatriated to the United States, and wetypically do not incur significant gains or losses on foreign currencytransactions with our subsidiaries. Therefore, changes in foreign currencyexchange rates primarily impact only reported earnings and not our actual cashflow or economic condition.

**Business Segments**

We report our financialresults on the basis of the following three business segments: North Americanlaboratory distribution, or North American Lab, European laboratorydistribution, or European Lab, and Science Education. Both the North AmericanLab and European Lab segments are comprised of the distribution of scientificsupplies to customers in pharmaceuticals, biotechnology, chemicals, technology,and food processing; governmental agencies; colleges and universities; andenvironmental organizations. Science Education is comprised of the manufactureand distribution of scientific supplies and specialized kits principally toprimary and secondary schools in North America.

**Results of Operations**

***Net Sales***

Thefollowing table presents net sales and changes in net sales by reportablesegment for the three and six months ended June 30, 2005 and 2004 (dollarsin millions):
| ** **         | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|--------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **         | ** ** | **2005**                                            | ** ** | **% Change**                                 | ** ** | **2004** | ** ** | **2005** | ** ** | **% Change** | ** ** | **2004** | ** ** |
| Net Sales          |       |                                                |       |                                              |       |   |   |   |   |   |   |   |   |   |   |   |   |
| North American Lab |       | $                                                   | 479.5      |                                              |       | 3.4 | % |   | $ | 463.6 |   | $ | 940.4 |   |   | 2.9 | % |   | $ | 914.1 |   |
| European Lab       |       | 281.2                                               |       |                                              | 15.9       | % |   | 242.7 |   | 550.0 |   |   | 9.1 | % |   | 504.1 |   |
| Science Education  |       | 34.1                                                |       |                                              | 17.2       | % |   | 29.1 |   | 58.5 |   |   | 14.7 | % |   | 51.0 |   |
| Total              |       | $                                                   | 794.8      |                                              |       | 8.1 | % |   | $ | 735.4 |   | $ | 1,548.9 |   |   | 5.4 | % |   | $ | 1,469.2 |   |

 

Net sales for the three and six months ended June 30,2005 increased $59.4 million and $79.7 million, respectively, over thecomparable periods of 2004. Foreign currency changes accounted for $12.7million and $29.4 million of the increase for the three and six months ended June 30,2005, respectively. The current year acquisitions favorably impacted net salesby $13.3 million for the three and six months ended June 30, 2005. Excludingthese effects, net sales increased by 4.5% and 2.5%, respectively, from thecomparable periods of 2004. The net sales growth for both periods wasexperienced by all of our segments.

Net sales in the North American Lab segment for thethree and six months ended June 30, 2005 increased $15.9 million and $26.3million, respectively, over the comparable periods of 2004. Foreign currencychanges accounted for $3.5 million and $6.8 million of the increase for thethree and six months ended June 30, 2005, respectively. The current yearacquisition favorably impacted net sales by $4.6 million for the three and sixmonths ended June 30, 2005. Excluding these effects, net sales increasedby 1.7% and 1.6%, respectively, from the comparable periods of 2004. Our netsales in the bio-pharmaceutical and education markets experienced lowsingle-digit growth for the first two quarters of 2005 while net sales in theindustrial market were down in the first quarter of 2005 and up slightly in thesecond quarter of 2005.

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Net sales in the European Lab segment for the threeand six months ended June 30, 2005 increased $38.5 million and $45.9million, respectively, over the comparable periods of 2004. Foreign currencychanges accounted for $9.2 million and $22.6 million of the increase for thethree and six months ended June 30, 2005, respectively. The current yearacquisition favorably impacted net sales by $8.7 million for the three and sixmonths ended June 30, 2005. Excluding these effects, net sales increasedby 8.5% and 2.9%, respectively, from the comparable periods of 2004. OurEuropean Lab segment operates in fifteen countries and results are heavilyinfluenced by the larger countries in which we operate such as Germany, UK, andFrance. These large markets experienced sluggish economic growth, whichsuppressed demand for our products during the first quarter of 2005. Theselarge markets and the majority of our smaller operations in other countriesexperienced growth during the second quarter of 2005. This growth was primarilydriven by the bio-pharmaceutical and industrial markets. Partially offsettingthis growth was a decline in the resellers market.

Net sales in the ScienceEducation segment for the three and six months ended June 30, 2005increased $5.0 million and $7.5 million, respectively, over the comparableperiods of 2004. These increases were primarily driven by increased salesactivity in both the publishers and education markets. This segment is highlyseasonal and has historically earned a disproportionately high share of its netsales and operating income in the third quarter of each year.

***Gross Profit***

Thefollowing table presents gross profit for the three and six months ended June 30,2005 and 2004 (dollars in millions):
| ** **                              | ** ** | **Three Months Ended  June 30,**                      | ** ** | **Six Months Ended June 30,**                    | ** ** |
|-----------------------------------------|------------|----------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|
| ** **                              | ** ** | **     2005     ** | ** ** | **     2004     ** | ** ** | **2005** | ** ** | **2004** | ** ** |
| Gross profit                            |       |                                                                 | $          | 200.8                                                                |       |   |   | $ | 186.2 |   |   | $ | 393.5 |   | $ | 376.3 |   |
| Percentage of net sales  (gross margin) |       |                                                                 | 25.3       | %                                                                    |       |   | 25.3 | % |   | 25.4 | % | 25.6 | % |
|                                         |            |                                                                      |            |                                                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |

 

Gross profit for the threeand six months ended June 30, 2005 increased $14.6 million and $17.2million, respectively, over the comparable periods of 2004. Foreign currencychanges accounted for $3.5 million and $8.4 million of the increase for thethree and six months ended June 30, 2005, respectively. The current yearacquisitions favorably impacted gross profit by $4.8 million for the three andsix months ended June 30, 2005. Excluding these effects, gross profit increasedby $6.3 million and $4.0 million, respectively, from the comparable periods of2004. During the first and second quarters of 2005, our North American Labmargins improved slightly while both the European Lab and Science Educationmargins declined. The European Lab gross margin percentages decreased as aresult of product mix and price pressures and the Science Education segmentgross margin percentages decreased as result of product mix and price pressuresin both the publishers and education markets.

***Selling, General, and Administrative Expenses***

Thefollowing table presents selling, general, and administrative expenses (“SG&A”) for the three and sixmonths ended June 30, 2005 and 2004 (dollars in millions):
| ** **                                    | ** ** | **Three Months Ended   June 30,**                | ** ** | **Six Months Ended  June 30,**                        | ** ** |
|-----------------------------------------------|------------|----------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|
| ** **                                    | ** ** | **     2005     ** | ** ** | **     2004     ** | ** ** | **2005** | ** ** | **2004** | ** ** |
| Selling, general  and administrative expenses |       |                                                                 | $          | 168.0                                                                |       |   |   | $ | 151.1 |   |   | $ | 335.7 |   | $ | 303.1 |   |
| Percentage of net sales                       |       |                                                                 | 21.1       | %                                                                    |       |   | 20.5 | % |   | 21.7 | % | 20.6 | % |
|                                               |            |                                                                      |            |                                                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |

 

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Since the Acquisition in April 2004, we madesignificant investments in sales, marketing, and sourcing personnel to supportour revenue and strategic growth plans and expanded our finance andadministrative capabilities to support the Company as a stand-alone entity. Atthe same time, we also implemented various restructuring and cost reductionprograms to partially offset the costs of these investments, redirect resourcesto align with our strategy and improve operating effectiveness. As a result,SG&A has increased in comparison to the corresponding periods of theproceeding year. Partially offsetting the cost increases are savings from our2004 restructuring efforts that primarily reduced SG&A in our European Labsegment.

For the three months ended June 30, 2005,SG&A increased $16.9 million over the comparable period of 2004. Foreigncurrency changes increased these expenses by $2.9 million and the current yearacquisitions added $3.8 million. Further increasing SG&A were $1.8 millionof charges, primarily severance, associated with a cost reduction program inthe North American Lab segment and $3.3 million of charges in the European Labsegment related to the closing of a facility in the UK and severances andrelated costs for personnel in our German, French and Nordic operations. Excludingthese effects, SG&A costs increased by $5.1 million or 3.4% for the threemonths ended June 30, 2005 over the three months ended June 30, 2004.Additionally, SG&A for the second quarter of 2005, excluding theacquisitions and cost reduction programs discussed above and a decrease due toforeign currency changes of $3.1 million from the first quarter of 2005 was$162.2 million. SG&A, excluding the cost reduction program of $2.1 million,was $165.6 million for the first quarter of 2005. This decline of $3.4 millionor 2.1% reflects incremental savings from the Company’s 2004 restructuringprogram, the first quarter 2005 cost reduction program and ongoing spendingcontrols.

For the six months ended June 30, 2005, SG&Aincreased $32.6 million over the comparable period of 2004. Foreign currencychanges increased these expenses by $6.9 million and the current yearacquisitions added $3.8 million. Further increasing SG&A were $3.9 millionof charges, primarily severance, associated with cost reduction programs in theNorth American Lab segment and $3.3 million of charges in the European Labsegment related to the closing of a facility in the UK and severances andrelated costs for personnel in our German, French and Nordic operations.Excluding these effects, SG&A costs increased by $14.7 million or 4.8% forthe six months ended June 30, 2005 over the six months ended June 30,2004. This increase primarily reflects our aforementioned investments inpersonnel, inflation, partially offset by savings from the 2004 restructuringprogram and first quarter 2005 cost reduction program.

We expect to incuradditional severance charges in the second half of 2005 as we continue tooptimize our cost structure.

***Operating Income***

Thefollowing table presents operating income and operating income as a percentageof net sales by reportable segment for the three and six months ended June 30,2005 and 2004 (dollars in millions):
| ** **       | ** ** | Three Months Ended  June 30, | ** ** | **Six Months Ended  June 30,** | ** ** |
|------------------|------------|---------------------------------------------|------------|-----------------------------------------------|------------|
| ** **       | ** ** | **2005**                                    | ** ** | **2004**                                      | ** ** | **2005** | ** ** | **2004** | ** ** |
| ** **       | ** ** | ** **                                  | ** ** | **% of**                                 | ** ** | ** ** | ** ** | **% of** | ** ** | ** ** | ** ** | **% of** | ** ** | ** ** | ** ** | **% of** | ** ** |
| ** **       | ** ** | **Amount**                                  | ** ** | **Net Sales**                            | ** ** | **Amount** | ** ** | **Net Sales** | ** ** | **Amount** | ** ** | **Net Sales** | ** ** | **Amount** | ** ** | **Net Sales** | ** ** |
| Operating Income |       |                                        |       |                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                  |            |                                             |            |                                               |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| North American Lab |   |   | $    | 19.8   |   |   |   | 4.1 | %      |   |   | $      | 27.8   |   |   |   | 6.0    | %      |   |   | $      | 34.3   |   |   |   | 3.6    | %    |   |   | $      | 54.1 |   |   |   | 5.9 | % |   |
|--------------------|--------|--------|------|--------|--------|--------|--------|-----|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|------|--------|--------|--------|------|--------|--------|--------|-----|---|--------|
| European Lab       |   |   | 10.4 |   |   |   | 3.7    | %   |   |   | 4.8    |   |   |   | 2.0    | %      |   |   | 21.5   |   |   |   | 3.9    | %      |   |   | 16.7 |   |   |   | 3.3  | %      |   |
| Science Education  |   |   | 2.6  |   |   |   | 7.6    | %   |   |   | 2.5    |   |   |   | 8.6    | %      |   |   | 2.0    |   |   |   | 3.4    | %      |   |   | 2.4  |   |   |   | 4.7  | %      |   |
| Total              |   |   | $    | 32.8   |   |   |   | 4.1 | %      |   |   | $      | 35.1   |   |   |   | 4.8    | %      |   |   | $      | 57.8   |   |   |   | 3.7    | %    |   |   | $      | 73.2 |   |   |   | 5.0 | % |   |

 

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As a result of the factors described above, operatingincome for the three and six months ended June 30, 2005 decreased $2.3million and $15.4 million, respectively, from the comparable periods of 2004. Foreigncurrency changes increased operating income by $0.6 million and $1.5 millionfor the three and six months ended June 30, 2005, respectively. Thecurrent year acquisitions favorably impacted operating income by $1.0 millionfor the three and six months ended June 30, 2005. Excluding these effects,operating income decreased by $3.9 million and $17.9 million, respectively,from the comparable periods of 2004. The decrease for the three months ended June 30,2005 was the result of an SG&A increase of $10.2 million, which includes$5.1 million for the cost reduction programs, partially offset by a grossprofit increase of $6.3 million primarily attributable to increased salesvolume. The decrease for the six months ended June 30, 2005 was the resultof an SG&A increase of $21.9 million, which includes $7.2 million ofcharges for the cost reduction programs, partially offset by a gross profitincrease of $4.0 million primarily attributable to increased sales volume.

Operating income in the North American Lab segment forthe three and six months ended June 30, 2005 decreased $8.0 million and$19.8 million, respectively, from the comparable periods of 2004. Foreigncurrency changes increased operating income by $0.3 million and $0.7 million forthe three and six months ended June 30, 2005, respectively. The currentyear acquisition favorably impacted operating income by $0.5 million for thethree and six months ended June 30, 2005. Excluding these effects,operating income decreased by $8.8 million and $21.0 million, respectively,from the comparable periods of 2004. These decreases in operating income aredue to additional SG&A expenses from increased investment in the business,increases to corporate costs that are allocated to this segment and theexpenses related to 2005 cost reduction programs of $1.8 million and $3.9million for the three and six months ended June 30, 2005, respectively. Partiallyoffsetting these cost increases were improvements in gross profit of $1.1million and $4.3 million for the three and six months ended June 30, 2005,respectively, primarily related to period-over-period sales growth.

Operating income in the European Lab segment for thethree and six months ended June 30, 2005 increased $5.6 million and $4.8million, respectively, over the comparable periods of 2004. Foreign currencychanges increased operating income by $0.3 million and $0.8 million for thethree and six months ended June 30, 2005, respectively. The current yearacquisition favorably impacted operating income by $0.5 million for the threeand six months ended June 30, 2005. Excluding these effects, operatingincome increased by $4.8 million and $3.5 million, respectively, from thecomparable periods of 2004. The increase for the three months ended June 30,2005 is the result of increased gross profit of $3.6 million primarilyattributable to increased sales volume and savings from 2004 restructuringefforts that more than offset costs from the 2005 cost reduction programs. Theincrease in operating income for the six months ended June 30, 2005 isprimarily the result of savings from 2004 restructuring efforts that more thanoffset charges related to the 2005 cost reduction programs and decreased grossprofit of $2.0 million that resulted from a softer first quarter of 2005.

Operating income in theScience Education segment increased $0.1 million for the three months ended June 30,2005 over the comparable period of 2004 and decreased $0.4 million for the sixmonths ended June 30, 2005 from the comparable period of 2004. Thissegment’s decline in gross margin, primarily attributable to product mix, aswell as additional investments in its sales force and warehouse support havenegatively impacted operating results during the first two quarters of 2005. Asnoted previously, this segment’s operating results are highly seasonal andbiased to the third quarter of every fiscal year.

***Interest Expense, net of Interest Income***

Interest expense, net ofinterest income, for the three and six months ended June 30, 2005increased to $25.6 million and $50.7 million, respectively, from $16.2 millionand $21.5 million for the comparable periods of 2004. These increases are dueto the new capital structure established in connection with the Acquisition on April 7,2004 and the issuance of the Senior Discount Notes on December 16, 2004that 

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resultedin a higher level of outstanding debt and higher interest rates. The increasein interest rates in the successor period reflects market rates for third partydebt as compared to the predecessor period where substantially all debt wasintercompany. In addition, the variable interest rates on our Senior SecuredCredit Facility were higher during the second quarter of 2005 than the secondquarter of 2004.

***Other (Income) Expense, net***

Other income, net was $0.8million and $1.8 million for the three and six months ended June 30, 2005,respectively, compared to other expense, net of $0.9 million and $0.6 millionfor the comparable periods of 2004. The shift from expense in 2004 to income in2005 is due to exchange losses on foreign currency transactions in 2004 andexchange gains in 2005.

***Income Taxes***

The effective income taxrate for the three months and six months ended June 30, 2005 was 40.2% and40.7%, respectively, compared to 43.9% and 42.8% for the comparable periods of2004. The 2004 effective tax rates were adversely impacted by losses andrelated valuation allowances associated with our operations in France. In 2005,we do not anticipate such a significant unfavorable impact.

**Liquidity and Capital Resources**

We broadly define liquidity as our ability to generatesufficient funds from both internal and external sources to meet ourobligations and commitments. In addition, liquidity includes the ability toobtain appropriate debt and equity financing and to convert into cash thoseassets that are no longer required to meet existing strategic and financialobjectives. Therefore, liquidity cannot be considered separately from capitalresources that consist of current or potentially available funds for use inachieving long-range objectives and meeting debt service commitments.

Our significant liquidity and capital funding needsare working capital, operating expenses, capital expenditures, contractualobligations, and commercial commitments. Liquidity and capital resource needsare met through cash flows from operations, borrowings under our Senior SecuredCredit Facility, and credit terms from our suppliers, which approximatereceivable terms to our customers.

Working capital, excluding cash and debt, was $226.9million and $225.4 million at June 30, 2005 and December 31, 2004,respectively. Trade receivables, inventories and accounts payable, threeimportant elements of working capital, are discussed below.

***Trade Accounts Receivable***.   Dayssales outstanding in accounts receivable were 48.3**days and 49.0 days for the quarterly periods endedJune 30, 2005 and December 31, 2004, respectively. Trade receivables are higherin Europe due to the extended payment practices in several of the countries inwhich we operate. Trade receivables tend to increase in the third quarter as aresult of higher sales of our Science Education segment to primary andsecondary schools.

***Inventories***.   Dayssupply of inventory were 38.6**daysand 39.1 days for the quarterly periods ended June 30, 2005 and December 31,2004, respectively, due primarily to continuous efforts to reduce inventorylevels while maintaining customer service levels. Inventories tend to increaseduring the second quarter to support higher sales in the third quarter due inpart to higher sales to primary and secondary schools in the third quarter inour Science Education segment.

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***Accounts Payable***.   Dayspayables outstanding were 55.0**daysand 52.5 days for the quarterly periods ended June 30, 2005 and December 31,2004, respectively, mainly due to continued efforts to improve working capital.Trade accounts payable are primarily with suppliers whose products wedistribute. Payment terms are negotiated and in cases where economic earlypayment discounts are offered, we make payments to earn the discounts. Dayspayable outstanding are generally higher in Europe due to the extended paymentpractices in certain countries in which we operate. Depending on the timing ofpayments and inventory purchases, trade accounts payable can vary each quarterand from year to year.

**Historical Cash Flows**

Thefollowing table presents cash flow from operations before investing andfinancing activities related to operations and working capital (dollars inmillions):
| ** **                                            | ** ** | **Six Months Ended June 30,**                                      | ** ** |
|-------------------------------------------------------|------------|----------------------------------------------------------------------------------------|------------|
| ** **                                            | ** ** | **      2005       ** | ** ** | **      2004       ** | ** ** |
| Cash flow from  operations, excluding working capital |       |                                                                                   | $          | 46.0 |   |   |   | $ | 53.2 |   |   |
| Cash flow from  working capital changes, net          |       |                                                                                   | (4.0       | ) |   |   | 96.7 |   |   |
| Cash flow from  operations                            |       |                                                                                   | $          | 42.0 |   |   |   | $ | 149.9 |   |   |

 

We generated $42.0 million of cash flow fromoperations during the six months ended June 30, 2005 compared to $149.9 millionduring the comparable period of 2004. The decrease in cash flow from operationswas the result of programs implemented during the first half of 2004 tosignificantly improve working capital management. Subsequent to this initialimprovement, working capital levels have remained relatively stable. To alesser extent, reductions in net income in 2005 compared to 2004 have alsoresulted in lower cash flow from operations. 

Net cash used in investing activities was $50.6million for the six months ended June 30, 2005 compared to $1,566.5 million forthe comparable period of 2004. This decrease was mainly the result of theAcquisition, partially offset by investments to acquire businesses during 2005.

Net cash used in financing activities was $30.3 millionfor the six months ended June 30, 2005 compared to cash provided by financingactivities of $1,613.5 million for the comparable period of 2004. The 2005 cashusage is primarily a result of net debt payments of $5.4 million and a netchange in our bank checks outstanding of $24.9 million. Net cash provided in2004 was primarily due to the Acquisition and the new capital structure weestablished. 

Prior to the Acquisition on April 7, 2004, cash flowfrom operating activities and after investing activities was used to pay downdebt or to pay dividends to Merck KGaA. Under the credit agreement for ourSenior Secured Credit Facility, beginning in the first quarter of fiscal 2006,Excess Cash Flow (as defined in the credit agreement) will be required to beused to prepay credit agreement debt, in addition to scheduled principalpayments. Based upon current levels of operations and expectations as to futuregrowth, we believe that cash generated from operations, together with amountsavailable under our $150.0 million five year multi-currency revolvingcredit facility, which is a component of our Senior Secured Credit Facility,will be adequate to permit us to meet our debt service obligations, capitalexpenditure requirements, ongoing operating costs and working capital needsuntil the maturity of our Senior Secured Credit Facility, although no assurancecan be given in this regard. Our future financial and operating performance,ability to service or refinance our debt and ability to comply with covenantsand restrictions contained in our debt agreements will be subject to futureeconomic conditions and to financial, business and other factors, many of whichare beyond our control and will be substantially dependent on the globaleconomy, demand for our products, and our ability to successfully implement ouroverall business and profitability strategies. As of June 30, 2005, we had$74.3 million of cash and cash equivalents on hand.

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As of June 30, 2005,we had outstanding indebtedness of $1,387.2 million, which consists primarilyof $520.0 million aggregate principal amount of senior and senior subordinatednotes, $315.1 million accreted value of Senior Discount Notes, a $379.9 millionU.S. dollar-denominated term loan, and a $160.5 million Euro-denominated termloan.

**IndebtednessPrior to the Acquisition**

Substantially allindebtedness prior to the Acquisition was intercompany debt with Merck KGaA.

**IndebtednessFollowing the Acquisition**

***Senior SecuredCredit Facility***.   On April 7, 2004, we enteredinto the Senior Secured Credit Facility, which consists of (1) a term loanfacility providing for a loan denominated in Euros, in an aggregate principalamount currently outstanding at €132.7 million(approximately $160.5 million on a U.S. dollar equivalent basis as ofJune 30, 2005), (2) a term loan facility providing for a term loandenominated in U.S. dollars in an aggregate principal amount currentlyoutstanding at $379.9 million, and (3) a multi-currency revolvingcredit facility, providing for up to $150.0 million in multi-currency revolvingloans (including standby and commercial letters of credit) outstanding at anytime. As of June 30, 2005, there was no outstanding balance on themulti-currency revolving credit facility. Undrawn amounts under the multi-currencyrevolving credit facility are available on a revolving credit basis for generalcorporate purposes of the borrower and its subsidiaries. As of June 30, 2005,we had $11.3 million of undrawn letters of credit and our remaining borrowingavailability under the $150.0 million multi-currency revolving credit facilitywas $138.7 million.

The credit agreement governing the Senior SecuredCredit Facility contains certain covenants that limit the Company’s ability toincur additional indebtedness, pay cash dividends and make certain otherpayments. The senior secured credit agreement also requires the Company tomaintain certain financial covenants, including a specified debt to CreditAgreement EBITDA leverage ratio and a specified Credit Agreement EBITDA tointerest expense coverage ratio for specified periods. See “Credit AgreementFinancial Covenants; Credit Agreement EBITDA” below. As of June 30, 2005, theCompany was in compliance with all covenants.

***Senior and SeniorSubordinated Notes.  ***On April 7, 2004, weissued 67¤8%senior notes and 8% senior subordinated notes that mature on April 15,2012 and April 15, 2014, respectively, in the aggregate principal amountsof $200.0 million and $320.0 million, respectively, to finance a portion of theAcquisition.

The indentures governing the senior notes and thesenior subordinated notes contain certain covenants that limit the Company’sability to incur additional indebtedness, pay cash dividends and make certainother payments. The indentures also require the Company to maintain certainfinancial covenants, including a specified debt to Consolidated EBITDA leverageratio and a specified Consolidated EBITDA to interest expense coverage ratio.At June 30, 2005, the Company was in compliance with all covenants.

***Senior DiscountNotes.  ***On December 16, 2004, CDRV issued$481.0 million aggregate principal amount at maturity ($297.9 million in netproceeds) of 95¤8%senior discount notes due January 1, 2015. The net proceeds of the issuancewere used to pay a dividend to the holders of our common stock. The SeniorDiscount Notes are senior unsecured obligations of CDRV and are structurallysubordinated to all obligations and other liabilities of CDRV’s existing andfuture subsidiaries. No cash interest will accrue on the Senior Discount Notesprior to January 1, 2010. Thereafter, cash interest will accrue and bepayable semiannually, only to the extent funds are available for distributionto CDRV under specified provisions of the indentures governing our senior notesand senior subordinated notes and applicable law.

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The terms of the Senior Secured Credit Facility andthe indentures governing our senior notes and senior subordinated notessignificantly restrict VWR from making distributions and otherwise transferringassets to CDRV.

***European Subsidiaries***.   OurEuropean subsidiaries operate without formal agreements with foreign banks.There are no existing financial covenants related to the bank loans to thesesubsidiaries.

**CreditAgreement Financial Covenants; Credit Agreement EBITDA**

Borrowings under our Senior Secured Credit Facilityare a key source of our liquidity. Our ability to borrow under our SeniorSecured Credit Facility is dependent upon, among other things, our compliancewith the financial covenants set forth in the credit agreement for our SeniorSecured Credit Facility. The financial covenants include a specified debt toCredit Agreement EBITDA leverage ratio and a specified Credit Agreement EBITDAto interest expense coverage ratio for specified periods, as those terms aredefined and relate to VWR. Failure of VWR to comply with these financial ratiocovenants would result in a default under the credit agreement for our SeniorSecured Credit Facility and, absent a waiver or an amendment from our lenders,would permit the acceleration of all outstanding borrowings under our SeniorSecured Credit Facility. We are in compliance with these financial covenants asof June 30, 2005.

Credit Agreement EBITDA as presented herein is a VWRfinancial measure that is used in the credit agreement for our Senior SecuredCredit Facility. Credit Agreement EBITDA is not a defined term under U.S. GAAPand should not be considered as an alternative to operating income or netincome as a measure of operating results or cash flows as a measure ofliquidity. Credit Agreement EBITDA differs from the term “EBITDA” as it iscommonly used. Credit Agreement EBITDA generally is defined as consolidated netincome before consolidated net interest expense, consolidated income taxes,consolidated depreciation and amortization, other non-cash charges deducted indetermining consolidated net income (loss), non-cash provisions for reservesfor discontinued operations, extraordinary, unusual or non-recurring items,gain or loss associated with the sale or write down of assets not in theordinary course of business and the cumulative effect of accounting changes andearnings of, but including cash dividends or distributions from, non-controlledaffiliates. Credit Agreement EBITDA is reduced by the amount of certainpermitted dividends to CDRV Holdings, Inc.

Credit Agreement EBITDA is not used in the indenturesfor the senior notes, senior subordinated notes, and senior discount notes. Theterm “Consolidated EBITDA” is used in the indentures as part of the calculationof the term “Consolidated Coverage Ratio”, which is used for a number ofpurposes, including determining our ability to incur additional indebtedness,and may include certain cost savings or synergies. “Consolidated EBITDA” is notthe same as Credit Agreement EBITDA.

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The calculation of VWR’sCredit Agreement EBITDA for the period indicated is set forth below.
| ** **                                                   | ** ** | **12 Months Ended**       | ** ** |
|--------------------------------------------------------------|------------|-------------------------------------|------------|
| ** **                                                   | ** ** | **June 30, 2005**         | ** ** |
| ** **                                                   | ** ** | **(Unaudited)**                     | ** ** |
| ** **                                                   | ** ** | **(Dollars in millions)** | ** ** |
| Net income                                                   |       |                                | $          | 37.7 |   |   |
| Income tax provision                                         |       |                                | 25.9       |   |   |
| Interest expense, net                                        |       |                                | 71.0       |   |   |
| Depreciation and  amortization                               |       |                                | 34.6       |   |   |
| Non-cash charges(1)                                          |       |                                | 7.3        |   |   |
| Other extraordinary,  unusual or non-recurring items(2)      |       |                                | 7.6        |   |   |
| Adjustment for pro-forma  effect of material acquisitions(3) |       |                                | 3.3        |   |   |
| Credit Agreement EBITDA                                      |       |                                | $          | 187.4 |   |   |

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(1)          Non-cash charges includepension, postretirement and post employment benefit expenses, net of cashcontributed to the respective benefit plans in that year; amortization ofdirect response catalog costs for those catalogs with useful lives greater thanone year; and LIFO adjustments.

(2)          Other extraordinary,unusual or non-recurring items include one-time severance costs; non-routineinventory reserve adjustments; gains or losses on the sale of businesses orfacilities; and other extraordinary, unusual or non-recurring gains, losses,charges or credits.

(3)          Adjustmentfor pro-forma effect of material acquisitions, as defined, is reflected in thecalculation of Credit Agreement EBITDA on a pro-forma basis as if theacquisitions of AGB and AI occurred on July 1, 2004.

Thetest periods for compliance with the financial covenants in the creditagreement for our Senior Secured Credit Facility began on July 1, 2004.The financial covenants specify, among other things, the following requirementsfor each four-quarter period ended during the following test periods:
| **Test Period**                                       | ** ** | ** ** | ** **   | **Consolidated Debt to  Credit Agreement EBITDA  Leverage Ratio Not More Than** | ** ** | **Credit Agreement EBITDA  to Interest Expense Ratio  Not Less Than** | ** **   |
|------------------------------------------------------------|------------|------------|--------------|-------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|--------------|
| July 1,  2004 - December 30, 2005      |       |       | 7.25 to 1.00 |                                                                                                                    |       |                                                                                                     | 1.80 to 1.00 |   |   |
| December 31,  2005 - December 30, 2006 |       |       | 7.00 to 1.00 |                                                                                                                    |       |                                                                                                     | 1.90 to 1.00 |   |   |
| December 31,  2006 - December 30, 2007 |       |       | 6.50 to 1.00 |                                                                                                                    |       |                                                                                                     | 2.00 to 1.00 |   |   |
| December 31,  2007 - December 30, 2008 |       |       | 6.00 to 1.00 |                                                                                                                    |       |                                                                                                     | 2.10 to 1.00 |   |   |
| December 31,  2008 - December 30, 2009 |       |       | 5.50 to 1.00 |                                                                                                                    |       |                                                                                                     | 2.20 to 1.00 |   |   |
| December 31,  2009 - December 30, 2010 |       |       | 5.00 to 1.00 |                                                                                                                    |       |                                                                                                     | 2.30 to 1.00 |   |   |
| December 31, 2010  and thereafter                     |       |       | 5.00 to 1.00 |                                                                                                                    |       |                                                                                                     | 2.40 to 1.00 |   |   |

 

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The table below sets forthVWR’s specified debt to Credit Agreement EBITDA leverage ratio and CreditAgreement EBITDA to interest expense ratio for the period indicated.
| ** **                                                                  | ** ** | **12 Months Ended** | ** ** |
|-----------------------------------------------------------------------------|------------|-------------------------------|------------|
| ** **                                                                  | ** ** | **June 30, 2005**   | ** ** |
| ** **                                                                  | ** ** | **(Unaudited)**               | ** ** |
| Consolidated Debt to  Credit Agreement EBITDA Leverage Ratio                |       |                          | 5.7        |   |   |
| Credit Agreement EBITDA  to Credit Agreement Interest Expense Ratio(1) |       |                          | 2.9        |   |   |

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(1)          Forpurposes of calculating the compliance ratio noted above, credit agreementinterest expense was based on actual interest expense, net of interest income,reduced by amortization of deferred financing fees.

**Critical Accounting Policies**

The discussion andanalysis of our financial condition and results of operations are based on ourfinancial statements, which have been prepared in accordance with accountingprinciples generally accepted in the United States of America. The preparationof these financial statements requires us to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and the disclosureof contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period.On an ongoing basis, management evaluates its estimates and judgments,including, among others, those related to revenue recognition, environmentalliabilities, reserves for accounts receivable and inventories, impairment ofgoodwill and intangible assets, pension plans, rebates from suppliers,agreements with customers, and product liability. Those estimates andassumptions are based on our historical experience, our observance of trends inthe industry, and various other factors that are believed to be reasonableunder the circumstances and form the basis for making judgments about thecarrying values of assets and liabilities that are not readily apparent fromother sources. Actual results may differ from these estimates under differentassumptions or conditions. Refer to the section entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” inour Registration Statement on Form S-4 filed on April 15, 2005, as amended, forthe Company’s critical accounting policies. 

**Item 3**—*Quantitative and Qualitative Disclosure about Market Risk*

Refer to the sectionentitled “Quantitative and Qualitative Disclosures about Market Risk” in ourRegistration Statement on Form S-4 filed on April 15, 2005, as amended, for theCompany’s quantitative and qualitative disclosure about market risk. There wasno material change in such information as of June 30, 2005.

**Item 4**—*Controls and Procedures*

In connection with the preparation of this QuarterlyReport on Form 10-Q, management carried out an evaluation, with theparticipation of the Chief Executive Officer and the Executive Vice Presidentand Chief Financial Officer, of the effectiveness of the disclosure controlsand procedures pursuant to Rule 13a-15 of the Securities and Exchange Actof 1934. Based on that evaluation, the Chief Executive Officer and theExecutive Vice President and Chief Financial Officer have concluded that ourdisclosure controls and procedures were effective at a reasonable level as ofJune 30, 2005.

There were no changes in our internal control overfinancial reporting that occurred during the quarter ended June 30, 2005 thathave materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

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**Part II. OTHER INFORMATION**

**Item 6**—*Exhibits*
| Exhibit  Number | ** ** | ** **                                                                                                                    | ** ** | **Description of Documents** | ** ** | **Method of Filing** |
|-----------------|------------|-------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------|------------|----------------------|
| 31.1            |       | Certification of Principal Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                 |       | Filed herewith.              |
| 31.2            |       | Certification of  Principal Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                |       | Filed herewith.              |
| 32.1            |       | Certificate of Principal  Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the  Sarbanes-Oxley Act of 2002). |       | Furnished herewith.          |
| 32.2            |       | Certificate of Principal  Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the  Sarbanes-Oxley Act of 2002). |       | Furnished herewith.          |

 

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**SIGNATURE**

Pursuantto the requirements of Sections 13 or 15(d) of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.
|                      | CDRV INVESTORS, INC. |
|----------------------|---------------------------|
|                 | By:                       | /s/ JACK  L. WYSZOMIERSKI |
|                 | Name:                     | Jack L. Wyszomierski |
|                 | Title:                    | *Executive Vice President and Chief Financial  Officer (Principal Financial and Accounting Officer)* |
| August 12, 2005 |                      | * * |

 

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