##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the Quarterly Period Ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-124100
 VWR FUNDING, INC.
  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
 þ o
  Large accelerated file o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



VWR FUNDING, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2008
INDEX
 PART I. FINANCIAL INFORMATION (Predecessor and Successor):
  Page No.Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets  March 31, 2008
and December 31, 2007
    
    
    1Condensed Consolidated Statements of Operations  Three
Months Ended March 31, 2008 (Successor) and Three Months
Ended March 31, 2007 (Predecessor)
    
    
    2Condensed Consolidated Statement of Stockholders Equity
and Other Comprehensive Income (Loss)  Three Months
Ended March 31, 2008
    
    
    3Condensed Consolidated Statements of Cash Flows  Three
Months Ended March 31, 2008 (Successor) and Three Months
Ended March 31, 2007 (Predecessor)
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    33PART II. OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    33Item 6. Exhibits
    
    
    33Signature
    
    
    34Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 Item 1 Financial Statements
 VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (Dollars in millions, except share data)
 (Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    35.0
    
    
    $
    45.0Compensating cash balance
    
    
    97.1
    
    
    
    87.4Trade accounts receivable, less reserves of $12.9 and $12.0, respectively
    
    
    527.7
    
    
    
    479.0Other receivables
    
    
    26.9
    
    
    
    38.7Inventories
    
    
    291.6
    
    
    
    295.6Other current assets
    
    
    28.5
    
    
    
    24.4Total current assets
    
    
    1,006.8
    
    
    
    970.1Property and equipment, net
    
    
    207.3
    
    
    
    200.7Goodwill
    
    
    2,045.7
    
    
    
    1,964.8Other intangible assets, net
    
    
    2,425.6
    
    
    
    2,377.0Deferred income taxes
    
    
    15.4
    
    
    
    15.2Other assets
    
    
    74.1
    
    
    
    87.5Total assets
    
    $
    5,774.9
    
    
    $
    5,615.3LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term portion of debt and current portion of capital lease obligations
    
    $
    122.6
    
    
    $
    89.8Accounts payable
    
    
    402.9
    
    
    
    385.2Accrued expenses
    
    
    178.9
    
    
    
    187.6Total current liabilities
    
    
    704.4
    
    
    
    662.6Long-term debt
    
    
    2,790.2
    
    
    
    2,703.1Capital lease obligations
    
    
    4.6
    
    
    
    4.5Other long-term liabilities
    
    
    121.3
    
    
    
    104.1Deferred income taxes
    
    
    656.0
    
    
    
    690.5Total liabilities
    
    
    4,276.5
    
    
    
    4,164.8Redeemable equity units
    
    
    44.4
    
    
    
    43.2Commitments and contingences (Note 11)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,360.5
    
    
    
    1,360.2Accumulated deficit
    
    
    (105.8
    )
    
    
    (49.0
    )Accumulated other comprehensive income
    
    
    199.3
    
    
    
    96.1Total stockholders equity
    
    
    1,454.0
    
    
    
    1,407.3Total liabilities and stockholders equity
    
    $
    5,774.9
    
    
    $
    5,615.3
   1




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (Dollars in millions)
 (Unaudited)
 Three Months EndedMarch 31,Successor
    
    
    
    Predecessor2008
    
    
    
    2007Net sales
    
    $
    922.6
    
    
    
    $
    843.1Cost of goods sold
    
    
    661.5
    
    
    
    
    604.9Gross profit
    
    
    261.1
    
    
    
    
    238.2Selling, general and administrative expenses
    
    
    220.6
    
    
    
    
    181.7Operating income
    
    
    40.5
    
    
    
    
    56.5Interest income
    
    
    1.4
    
    
    
    
    1.7Interest expense
    
    
    (64.6
    )
    
    
    
    (37.4
    )Other income (expense), net
    
    
    (75.0
    )
    
    
    
    0.1(Loss) income before income taxes
    
    
    (97.7
    )
    
    
    
    20.9Income tax benefit (provision)
    
    
    40.9
    
    
    
    
    (8.0
    )Net (loss) income
    
    $
    (56.8
    )
    
    
    $
    12.9
   2




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)
 Three Months Ended March 31, 2008
 (Dollars in millions, except share data)
 (Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    TotalBalance at January 1, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.2
    
    
    $
    (49.0
    )
    
    $
    96.1
    
    
    $
    1,407.3Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    0.4Share-based compensation expense
associated with our parent company
equity plan
    
    
    
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    1.1Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    
    
    
    
    
    
    
    
    (1.2
    )Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56.8
    )
    
    
    
    
    
    
    (56.8
    )Amortization of realized loss on
derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Unrealized loss on derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.1
    )
    
    
    (9.1
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112.1
    
    
    
    112.1Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4Balance at March 31, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.5
    
    
    $
    (105.8
    )
    
    $
    199.3
    
    
    $
    1,454.0
   3




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (Dollars in millions)
 (Unaudited)
 Three Months EndedMarch 31,Successor
    
    
    
    Predecessor2008
    
    
    
    2007Cash flows from operating activities:Net (loss) income
    
    $
    (56.8
    )
    
    
    $
    12.9Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:Depreciation and amortization
    
    
    28.0
    
    
    
    
    10.0Unrealized translation loss
    
    
    74.0
    
    
    
    
    Loss on sale or disposal of property and equipment
    
    
    
    
    
    
    
    0.2Non-cash interest accretion
    
    
    
    
    
    
    
    8.7Non-cash equity compensation expense
    
    
    1.1
    
    
    
    
    0.6Amortization of debt issuance costs
    
    
    2.4
    
    
    
    
    1.7Deferred income tax (benefit) provision
    
    
    (52.7
    )
    
    
    
    0.9Provision for doubtful accounts
    
    
    0.9
    
    
    
    
    0.8Changes in working capital:Trade accounts receivable
    
    
    (31.3
    )
    
    
    
    (24.0
    )Other receivables
    
    
    13.2
    
    
    
    
    10.1Inventories
    
    
    10.5
    
    
    
    
    6.2Other assets
    
    
    (3.0
    )
    
    
    
    (3.7
    )Accounts payable
    
    
    2.9
    
    
    
    
    6.0Accrued expenses and other long-term liabilities
    
    
    (17.9
    )
    
    
    
    5.5Net cash (used in) provided by operating activities
    
    
    (28.7
    )
    
    
    
    35.9Cash flows from investing activities:Acquisitions of businesses and transaction costs
    
    
    (0.6
    )
    
    
    
    (0.1
    )Capital expenditures
    
    
    (7.4
    )
    
    
    
    (5.9
    )Proceeds from sales of property and equipment
    
    
    0.2
    
    
    
    
    0.1Net cash used in investing activities
    
    
    (7.8
    )
    
    
    
    (5.9
    )Cash flows from financing activities:Proceeds from debt
    
    
    120.0
    
    
    
    
    0.1Repayment of debt
    
    
    (97.2
    )
    
    
    
    (21.0
    )Net change in bank overdrafts
    
    
    12.6
    
    
    
    
    (13.3
    )Net change in compensating cash balance
    
    
    (9.7
    )
    
    
    
    2.9Proceeds from equity and stock incentive plans
    
    
    0.4
    
    
    
    
    0.2Debt issuance costs
    
    
    (1.0
    )
    
    
    
    (0.3
    )Cash paid to amend Predecessor Senior Secured Credit Facility
    
    
    
    
    
    
    
    (0.3
    )Acquisition of treasury stock
    
    
    
    
    
    
    
    (0.7
    )Net cash provided by (used in) financing activities
    
    
    25.1
    
    
    
    
    (32.4
    )Effect of exchange rate changes on cash
    
    
    1.4
    
    
    
    
    0.4Net decrease in cash and cash equivalents
    
    
    (10.0
    )
    
    
    
    (2.0
    )Cash and cash equivalents beginning of period
    
    
    45.0
    
    
    
    
    139.4Cash and cash equivalents end of period
    
    $
    35.0
    
    
    
    $
    137.4Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    82.3
    
    
    
    $
    17.2Income taxes paid, net
    
    $
    6.3
    
    
    
    $
    8.1
   4




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
 (Dollars in millions, except share data)
 (Unaudited)
 (1) Background, Nature of Operations and Basis of Presentation
 (a) Background
   (b) Nature of Operations
  (c) Basis of Presentation
     5




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##### Table of Contents



VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
   (2) New Accounting Standards
 (a) Recently Adopted Accounting Standards
 Fair Value Measurements Accounting for Leases
 The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115
 (b) Recently Issued Accounting Standards
 Business Combinations
  6




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB No. 51 Consolidated
Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activities Accounting for Derivative Instruments and Hedging Activities
 Determination of the Useful
Life of Intangible Assets
  7




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##### Table of Contents



VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (3) Fair Value Measurements
 (a) Adoption
of SFAS 157
    (b) Interest Rate Swaps
 
   8




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (4) Business Combinations and Acquisitions
       Three Months EndedMarch 31, 2007Net sales
    
    $
    858.6Loss before income taxes
    
    
    (19.9
    )Net loss
    
    
    (12.3
    )
   9




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (5) Goodwill and Other Intangible Assets
  North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2008
    
    $
    1,022.2
    
    
    $
    843.0
    
    
    $
    99.6
    
    
    $
    1,964.8Adjustments to Merger allocation
    
    
    11.9
    
    
    
    
    
    
    
    
    
    
    
    11.9Restructuring charges, net of tax
    
    
    
    
    
    
    2.5
    
    
    
    
    
    
    
    2.5Currency translation changes
    
    
    (3.0
    )
    
    
    69.5
    
    
    
    
    
    
    
    66.5Balance at March 31, 2008
    
    $
    1,031.1
    
    
    $
    915.0
    
    
    $
    99.6
    
    
    $
    2,045.7
  WeightedAverageAmortizationPeriod
    
    
    March 31,
    
    
    December 31,(Years)
    
    
    2008
    
    
    2007Amortizable intangible assets:Customer relationships in North America (net of
accumulated amortization of $28.1 and $18.8)
    
    
    20.0
    
    
    $
    724.3
    
    
    $
    736.5Customer relationships in Europe (net of
accumulated amortization of $20.1 and $12.4)
    
    
    20.0
    
    
    
    513.1
    
    
    
    480.3Customer relationships in Science Education (net of
accumulated amortization of $4.9 and $3.3)
    
    
    20.0
    
    
    
    126.1
    
    
    
    127.7Chemical supply agreement (net of accumulated
amortization of $6.8 and $4.2)
    
    
    7.0
    
    
    
    56.3
    
    
    
    54.1Other (net of accumulated amortization of $2.3
and $1.5)
    
    
    6.6
    
    
    
    13.9
    
    
    
    14.6Total amortizable intangible assets (net of
accumulated amortization of $62.2 and $40.2)
    
    
    19.4
    
    
    
    1,433.7
    
    
    
    1,413.2Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    
    
    
    
    991.9
    
    
    
    963.8Total intangible assets, net
    
    
    
    
    
    $
    2,425.6
    
    
    $
    2,377.0
    10




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (6) Debt
  March 31,
    
    
    December 31,2008
    
    
    2007Senior Secured Credit Facility
    
    $
    1,586.1
    
    
    $
    1,491.210.25%/11.25% Unsecured Senior Notes due 2015
    
    
    675.0
    
    
    
    675.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    550.9
    
    
    
    535.8Predecessor 8% Unsecured Senior Subordinated Notes due 2014
    
    
    1.0
    
    
    
    1.0Capital leases
    
    
    5.7
    
    
    
    5.5Other debt
    
    
    98.7
    
    
    
    88.9Total debt
    
    
    2,917.4
    
    
    
    2,797.4Less short-term portion
    
    
    (122.6
    )
    
    
    (89.8
    )Total long-term portion
    
    $
    2,794.8
    
    
    $
    2,707.6
 (a) Senior Secured Credit Facility
    (b) Senior Notes and Senior Subordinated Notes
   11




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
  (c) Other Debt
  (d) Currency Translation
   (e) Other
   12




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (7) Defined Benefit Plans
  Three Months Ended March 31,German, FrenchU.S. Plan
    
    
    and UK PlansSuccessor
    
    
    
    Predecessor
    
    
    Successor
    
    
    
    Predecessor2008
    
    
    
    2007
    
    
    2008
    
    
    
    2007Service cost
    
    $
    0.3
    
    
    
    $
    0.5
    
    
    $
    0.8
    
    
    
    $
    0.7Interest cost
    
    
    2.2
    
    
    
    
    2.2
    
    
    
    1.4
    
    
    
    
    1.2Expected return on plan assets
    
    
    (2.0
    )
    
    
    
    (2.7
    )
    
    
    (1.2
    )
    
    
    
    (1.2
    )Recognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Net periodic
pension cost
    
    $
    0.5
    
    
    
    $
    
    
    
    $
    1.0
    
    
    
    $
    0.8
   (8) Share-Based Compensation
  (9) Income Taxes
    13




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (10) Comprehensive Income
  Three Months EndedMarch 31,Successor
    
    
    
    Predecessor2008
    
    
    
    2007Net (loss) income
    
    $
    (56.8
    )
    
    
    $
    12.9Other comprehensive income (loss):Foreign currency
translation adjustments
    
    
    112.1
    
    
    
    
    6.0Unrealized loss on
derivatives, net of
taxes of ($5.4)
    
    
    (9.1
    )
    
    
    
    Amortization of realized
loss on derivatives, net
of taxes of $0.2
    
    
    0.2
    
    
    
    
    $
    46.4
    
    
    
    $
    18.9
 (11) Commitments and Contingencies
     14




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (12) Segment Financial Information
   Three Months EndedMarch 31,Successor
    
    
    
    Predecessor2008
    
    
    
    2007Net salesNorth American Lab
    
    $
    523.4
    
    
    
    $
    501.4European Lab
    
    
    372.7
    
    
    
    
    313.6Science Education
    
    
    26.5
    
    
    
    
    28.1Total
    
    $
    922.6
    
    
    
    $
    843.1
 Three Months EndedMarch 31,Successor
    
    
    
    Predecessor2008
    
    
    
    2007Operating income (loss)North American Lab
    
    $
    25.3
    
    
    
    $
    33.0European Lab
    
    
    18.2
    
    
    
    
    22.9Science Education
    
    
    (3.0
    )
    
    
    
    1.0Merger expenses
    
    
    
    
    
    
    
    (0.4
    )Total
    
    
    40.5
    
    
    
    
    56.5Interest income
    
    
    1.4
    
    
    
    
    1.7Interest expense
    
    
    (64.6
    )
    
    
    
    (37.4
    )Other income (expense), net
    
    
    (75.0
    )
    
    
    
    0.1(Loss) income before income taxes
    
    $
    (97.7
    )
    
    
    $
    20.9
  15




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (13) Condensed Consolidating Financial Information
    16




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VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Balance Sheet
March 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCash and cash equivalents
    
    $
    2.6
    
    
    $
    5.6
    
    
    $
    26.8
    
    
    $
    
    
    
    $
    35.0Compensating cash balance
    
    
    
    
    
    
    15.3
    
    
    
    81.8
    
    
    
    
    
    
    
    97.1Trade accounts receivable, net
    
    
    
    
    
    
    205.3
    
    
    
    322.4
    
    
    
    
    
    
    
    527.7Inventories
    
    
    
    
    
    
    158.2
    
    
    
    133.4
    
    
    
    
    
    
    
    291.6Other current assets
    
    
    
    
    
    
    12.6
    
    
    
    42.8
    
    
    
    
    
    
    
    55.4Intercompany receivables
    
    
    34.0
    
    
    
    5.4
    
    
    
    
    
    
    
    (39.4
    )
    
    
    Total current assets
    
    
    36.6
    
    
    
    402.4
    
    
    
    607.2
    
    
    
    (39.4
    )
    
    
    1,006.8Property and equipment, net
    
    
    
    
    
    
    86.2
    
    
    
    121.1
    
    
    
    
    
    
    
    207.3Goodwill
    
    
    
    
    
    
    1,060.6
    
    
    
    985.1
    
    
    
    
    
    
    
    2,045.7Other intangible assets, net
    
    
    
    
    
    
    1,336.5
    
    
    
    1,089.1
    
    
    
    
    
    
    
    2,425.6Deferred income taxes
    
    
    154.0
    
    
    
    
    
    
    
    15.4
    
    
    
    (154.0
    )
    
    
    15.4Investment in subsidiaries
    
    
    3,056.1
    
    
    
    2,011.2
    
    
    
    
    
    
    
    (5,067.3
    )
    
    
    Other assets
    
    
    58.4
    
    
    
    6.6
    
    
    
    9.1
    
    
    
    
    
    
    
    74.1Intercompany loans
    
    
    1,067.3
    
    
    
    41.8
    
    
    
    96.7
    
    
    
    (1,205.8
    )
    
    
    Total assets
    
    $
    4,372.4
    
    
    $
    4,945.3
    
    
    $
    2,923.7
    
    
    $
    (6,466.5
    )
    
    $
    5,774.9LIABILITIES AND STOCKHOLDERS EQUITYShort-term debt
    
    $
    22.8
    
    
    $
    
    
    
    $
    99.8
    
    
    $
    
    
    
    $
    122.6Accounts payable
    
    
    0.5
    
    
    
    191.5
    
    
    
    210.9
    
    
    
    
    
    
    
    402.9Accrued expenses
    
    
    21.7
    
    
    
    53.2
    
    
    
    104.0
    
    
    
    
    
    
    
    178.9Intercompany payables
    
    
    0.5
    
    
    
    
    
    
    
    38.9
    
    
    
    (39.4
    )
    
    
    Total current liabilities
    
    
    45.5
    
    
    
    244.7
    
    
    
    453.6
    
    
    
    (39.4
    )
    
    
    704.4Long-term debt and capital lease obligations
    
    
    2,789.2
    
    
    
    1.0
    
    
    
    4.6
    
    
    
    
    
    
    
    2,794.8Other long-term liabilities
    
    
    39.3
    
    
    
    24.2
    
    
    
    57.8
    
    
    
    
    
    
    
    121.3Deferred income taxes
    
    
    
    
    
    
    456.1
    
    
    
    353.9
    
    
    
    (154.0
    )
    
    
    656.0Intercompany loans
    
    
    
    
    
    
    1,164.0
    
    
    
    41.8
    
    
    
    (1,205.8
    )
    
    
    Total liabilities
    
    
    2,874.0
    
    
    
    1,890.0
    
    
    
    911.7
    
    
    
    (1,399.2
    )
    
    
    4,276.5Redeemable equity units
    
    
    44.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44.4Total stockholders equity
    
    
    1,454.0
    
    
    
    3,055.3
    
    
    
    2,012.0
    
    
    
    (5,067.3
    )
    
    
    1,454.0Total liabilities and stockholders equity
    
    $
    4,372.4
    
    
    $
    4,945.3
    
    
    $
    2,923.7
    
    
    $
    (6,466.5
    )
    
    $
    5,774.9
  17




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##### Table of Contents



VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Balance Sheet
December 31, 2007 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCash and cash equivalents
    
    $
    1.1
    
    
    $
    16.1
    
    
    $
    27.8
    
    
    $
    
    
    
    $
    45.0Compensating cash balance
    
    
    
    
    
    
    20.5
    
    
    
    66.9
    
    
    
    
    
    
    
    87.4Trade accounts receivable, net
    
    
    
    
    
    
    192.0
    
    
    
    287.0
    
    
    
    
    
    
    
    479.0Inventories
    
    
    
    
    
    
    163.8
    
    
    
    131.8
    
    
    
    
    
    
    
    295.6Other current assets
    
    
    
    
    
    
    21.1
    
    
    
    42.0
    
    
    
    
    
    
    
    63.1Intercompany receivables
    
    
    33.0
    
    
    
    11.6
    
    
    
    2.0
    
    
    
    (46.6
    )
    
    
    Total current assets
    
    
    34.1
    
    
    
    425.1
    
    
    
    557.5
    
    
    
    (46.6
    )
    
    
    970.1Property and equipment, net
    
    
    
    
    
    
    86.5
    
    
    
    114.2
    
    
    
    
    
    
    
    200.7Goodwill
    
    
    
    
    
    
    1,048.7
    
    
    
    916.1
    
    
    
    
    
    
    
    1,964.8Other intangible assets, net
    
    
    
    
    
    
    1,347.1
    
    
    
    1,029.9
    
    
    
    
    
    
    
    2,377.0Deferred income taxes
    
    
    102.1
    
    
    
    
    
    
    
    15.2
    
    
    
    (102.1
    )
    
    
    15.2Investment in subsidiaries
    
    
    2,915.1
    
    
    
    1,875.8
    
    
    
    
    
    
    
    (4,790.9
    )
    
    
    Other assets
    
    
    74.0
    
    
    
    5.9
    
    
    
    7.6
    
    
    
    
    
    
    
    87.5Intercompany loans
    
    
    1,093.0
    
    
    
    37.7
    
    
    
    91.5
    
    
    
    (1,222.2
    )
    
    
    Total assets
    
    $
    4,218.3
    
    
    $
    4,826.8
    
    
    $
    2,732.0
    
    
    $
    (6,161.8
    )
    
    $
    5,615.3LIABILITIES AND STOCKHOLDERS EQUITYShort-term debt
    
    $
    
    
    
    $
    
    
    
    $
    89.8
    
    
    $
    
    
    
    $
    89.8Accounts payable
    
    
    0.5
    
    
    
    184.7
    
    
    
    200.0
    
    
    
    
    
    
    
    385.2Accrued expenses
    
    
    39.9
    
    
    
    56.7
    
    
    
    91.0
    
    
    
    
    
    
    
    187.6Intercompany payables
    
    
    0.1
    
    
    
    4.9
    
    
    
    41.6
    
    
    
    (46.6
    )
    
    
    Total current liabilities
    
    
    40.5
    
    
    
    246.3
    
    
    
    422.4
    
    
    
    (46.6
    )
    
    
    662.6Long-term debt and capital lease obligations
    
    
    2,702.1
    
    
    
    1.0
    
    
    
    4.5
    
    
    
    
    
    
    
    2,707.6Other long-term liabilities
    
    
    25.2
    
    
    
    22.4
    
    
    
    56.5
    
    
    
    
    
    
    
    104.1Deferred income taxes
    
    
    
    
    
    
    458.3
    
    
    
    334.3
    
    
    
    (102.1
    )
    
    
    690.5Intercompany loans
    
    
    
    
    
    
    1,184.5
    
    
    
    37.7
    
    
    
    (1,222.2
    )
    
    
    Total liabilities
    
    
    2,767.8
    
    
    
    1,912.5
    
    
    
    855.4
    
    
    
    (1,370.9
    )
    
    
    4,164.8Redeemable equity units
    
    
    43.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43.2Total stockholders equity
    
    
    1,407.3
    
    
    
    2,914.3
    
    
    
    1,876.6
    
    
    
    (4,790.9
    )
    
    
    1,407.3Total liabilities and stockholders equity
    
    $
    4,218.3
    
    
    $
    4,826.8
    
    
    $
    2,732.0
    
    
    $
    (6,161.8
    )
    
    $
    5,615.3
  18




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##### Table of Contents



VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Operations
 Three Months Ended March 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    479.5
    
    
    $
    452.6
    
    
    $
    (9.5
    )
    
    $
    922.6Cost of goods sold
    
    
    
    
    
    
    358.3
    
    
    
    312.7
    
    
    
    (9.5
    )
    
    
    661.5Gross profit
    
    
    
    
    
    
    121.2
    
    
    
    139.9
    
    
    
    
    
    
    
    261.1Selling, general and administrative expenses
    
    
    1.7
    
    
    
    103.9
    
    
    
    119.8
    
    
    
    (4.8
    )
    
    
    220.6Operating (loss) income
    
    
    (1.7
    )
    
    
    17.3
    
    
    
    20.1
    
    
    
    4.8
    
    
    
    40.5Interest expense, net of interest income
    
    
    (42.8
    )
    
    
    (19.3
    )
    
    
    (1.1
    )
    
    
    
    
    
    
    (63.2
    )Other income (expense), net
    
    
    (75.5
    )
    
    
    (8.2
    )
    
    
    13.5
    
    
    
    (4.8
    )
    
    
    (75.0
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (120.0
    )
    
    
    (10.2
    )
    
    
    32.5
    
    
    
    
    
    
    
    (97.7
    )Income tax benefit (provision)
    
    
    46.5
    
    
    
    4.5
    
    
    
    (10.1
    )
    
    
    
    
    
    
    40.9Equity in earnings of subsidiaries, net of tax
    
    
    16.7
    
    
    
    22.4
    
    
    
    
    
    
    
    (39.1
    )
    
    
    Net (loss) income
    
    $
    (56.8
    )
    
    $
    16.7
    
    
    $
    22.4
    
    
    $
    (39.1
    )
    
    $
    (56.8
    )
 Condensed
Consolidating Statement of OperationsThree Months Ended March 31, 2007 (Predecessor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    463.3
    
    
    $
    389.4
    
    
    $
    (9.6
    )
    
    $
    843.1Cost of goods sold
    
    
    
    
    
    
    345.2
    
    
    
    269.3
    
    
    
    (9.6
    )
    
    
    604.9Gross profit
    
    
    
    
    
    
    118.1
    
    
    
    120.1
    
    
    
    
    
    
    
    238.2Selling, general and administrative expenses
    
    
    0.4
    
    
    
    90.3
    
    
    
    95.2
    
    
    
    (4.2
    )
    
    
    181.7Operating (loss) income
    
    
    (0.4
    )
    
    
    27.8
    
    
    
    24.9
    
    
    
    4.2
    
    
    
    56.5Interest expense, net of interest income
    
    
    (8.6
    )
    
    
    (26.8
    )
    
    
    (0.3
    )
    
    
    
    
    
    
    (35.7
    )Other income (expense), net
    
    
    
    
    
    
    2.5
    
    
    
    1.8
    
    
    
    (4.2
    )
    
    
    0.1(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (9.0
    )
    
    
    3.5
    
    
    
    26.4
    
    
    
    
    
    
    
    20.9Income tax benefit (provision)
    
    
    3.2
    
    
    
    (1.9
    )
    
    
    (9.3
    )
    
    
    
    
    
    
    (8.0
    )Equity in earnings of subsidiaries, net of tax
    
    
    18.7
    
    
    
    17.1
    
    
    
    
    
    
    
    (35.8
    )
    
    
    Net (loss) income
    
    $
    12.9
    
    
    $
    18.7
    
    
    $
    17.1
    
    
    $
    (35.8
    )
    
    $
    12.9
  19




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##### Table of Contents



VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
 Three Months Ended March 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (59.5
    )
    
    $
    21.9
    
    
    $
    8.9
    
    
    $
    
    
    
    $
    (28.7
    )Cash flows from investing activities:Intercompany investing transactions
    
    
    38.8
    
    
    
    1.1
    
    
    
    
    
    
    
    (39.9
    )
    
    
    Capital expenditures
    
    
    
    
    
    
    (4.3
    )
    
    
    (3.1
    )
    
    
    
    
    
    
    (7.4
    )Other investing activities, net
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    (0.4
    )Net cash provided by (used in) investing activities
    
    
    38.8
    
    
    
    (3.2
    )
    
    
    (3.5
    )
    
    
    (39.9
    )
    
    
    (7.8
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (38.8
    )
    
    
    (1.1
    )
    
    
    39.9
    
    
    
    Proceeds from debt
    
    
    119.9
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    120.0Repayment of debt
    
    
    (97.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (97.2
    )Other financing activities, net
    
    
    (0.6
    )
    
    
    9.6
    
    
    
    (6.7
    )
    
    
    
    
    
    
    2.3Net cash provided by (used in) financing activities
    
    
    22.2
    
    
    
    (29.2
    )
    
    
    (7.8
    )
    
    
    39.9
    
    
    
    25.1Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    1.4Net increase
(decrease) in cash
and cash
equivalents
    
    
    1.5
    
    
    
    (10.5
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (10.0
    )Cash and cash equivalents beginning of period
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    2.6
    
    
    $
    5.6
    
    
    $
    26.8
    
    
    $
    
    
    
    $
    35.0
 Condensed
Consolidating Statement of Cash FlowsThree Months Ended March 31, 2007 (Predecessor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (7.4
    )
    
    $
    25.4
    
    
    $
    17.9
    
    
    $
    
    
    
    $
    35.9Cash flows from investing activities:Intercompany investing transactions
    
    
    7.1
    
    
    
    1.2
    
    
    
    
    
    
    
    (8.3
    )
    
    
    Capital expenditures
    
    
    
    
    
    
    (3.3
    )
    
    
    (2.6
    )
    
    
    
    
    
    
    (5.9
    )Other investing activities, net
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    
    
    
    
    Net cash provided by (used in)
investing activities
    
    
    7.1
    
    
    
    (2.0
    )
    
    
    (2.7
    )
    
    
    (8.3
    )
    
    
    (5.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (7.1
    )
    
    
    (1.2
    )
    
    
    8.3
    
    
    
    Proceeds from debt
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Repayment of debt
    
    
    
    
    
    
    (20.5
    )
    
    
    (0.5
    )
    
    
    
    
    
    
    (21.0
    )Other financing activities, net
    
    
    (1.0
    )
    
    
    (8.0
    )
    
    
    (2.5
    )
    
    
    
    
    
    
    (11.5
    )Net cash used in financing activities
    
    
    (1.0
    )
    
    
    (35.6
    )
    
    
    (4.1
    )
    
    
    8.3
    
    
    
    (32.4
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    0.4Net (decrease) increase in cash and
cash equivalents
    
    
    (1.3
    )
    
    
    (12.2
    )
    
    
    11.5
    
    
    
    
    
    
    
    (2.0
    )Cash and cash equivalents beginning of period
    
    
    1.3
    
    
    
    66.8
    
    
    
    71.3
    
    
    
    
    
    
    
    139.4Cash and cash equivalents end of period
    
    $
    
    
    
    $
    54.6
    
    
    $
    82.8
    
    
    $
    
    
    
    $
    137.4
  20




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##### Table of Contents



VWR
FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(Unaudited)
 (14) Subsequent Event
   21




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##### Table of Contents



Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward-Looking Statements
 Cautionary Factors Regarding Forward-Looking Statements
   
    
    actions by, and our ability to maintain our relationships with, manufacturers, customers,
carriers and other third parties;
    
    loss of our key executive officers;
    
    our ability to consummate and integrate potential acquisitions;
    
    the effect of political and economic conditions, inflation and interest rates worldwide;
    
    the effect of changes in laws and regulations, including changes in accounting standards,
trade, tax, price controls and other regulatory matters;
    
    increased competition from other companies in our industry and our ability to retain or
increase our market shares in the principal geographical areas in which we operate; and
    
    our ability to generate sufficient funds to meet our debt service obligations, capital
expenditure program requirements, ongoing operating costs and working capital needs.
   Overview
    22




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##### Table of Contents




    
    the effects of the Merger, including increased depreciation and amortization and
increased interest expense;
    
    acquisitions of certain businesses within our European Lab segment;
    
    foreign currency exchange rates;
    
    foreign currency translation, including our recognition of unrealized translation losses
during the 2008 period; and
    
    a reduction in the number of billing days during the 2008 period.
  Factors Affecting Our Operating Results
 Effects of Merger
   23




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##### Table of Contents



Acquisitions
  Acquisition Date
    
    Entity Name
    
    Product / Service Offering
    
    Location
    
    Business SegmentApril 2, 2007
    
    KMF Laborchemie
Handels GmbH (KMF)
    
    Laboratory supply, including chemical
and consumable products
    
    Germany
    
    European LabJuly 2, 2007
    
    Bie & Berntsen
A-S
(B&B)
    
    Laboratory supply
    
    Denmark
    
    European LabNovember 1, 2007
    
    Omnilabo
International B.V.
(Omnilabo)
    
    Laboratory supply
    
    Netherlands
    
    European Lab
 Foreign Currency
   Basis of Financial Statement Presentation
    24




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##### Table of Contents



Results of Operations
 Net Sales
  Three Months Ended March 31,2008
    
    
    % Change
    
    
    2007North American Lab
    
    $
    523.4
    
    
    
    4.4
    %
    
    $
    501.4European Lab
    
    
    372.7
    
    
    
    18.8
    %
    
    
    313.6Science Education
    
    
    26.5
    
    
    
    -5.7
    %
    
    
    28.1Total
    
    $
    922.6
    
    
    
    9.4
    %
    
    $
    843.1
      25




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##### Table of Contents



Gross Profit
  Three Months Ended March 31,2008
    
    
    2007Gross profit
    
    $
    261.1
    
    
    $
    238.2Percentage of net sales (gross margin)
    
    
    28.3
    %
    
    
    28.3
    %
  Selling, General, and Administrative Expenses
  Three Months Ended March 31,2008
    
    
    2007SG&A expenses, as reported
    
    $
    220.6
    
    
    $
    181.7Percentage of net sales, as reported
    
    
    23.9
    %
    
    
    21.6
    %Depreciation and amortization(1)
    
    
    
    
    
    
    17.4Other adjustments(2)
    
    
    
    
    
    
    0.9SG&A expenses, as adjusted
    
    $
    220.6
    
    
    $
    200.0Percentage of net sales, as adjusted
    
    
    23.9
    %
    
    
    23.7
    %
 
 (1)
    
    Reflects pro-forma adjustments had the Merger occurred on January 1,
2007. The increases in depreciation and amortization are the result of
increases in the fair value of amortizable intangible assets acquired
and property and equipment, including the revisions of estimated
useful lives.(2)
    
    Represents incremental pro-forma adjustments associated with
share-based compensation, management and board service fees and senior
executive salaries.   26




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##### Table of Contents



Operating Income (Loss)
  Three Months Ended March 31,% of
    
    
    
    
    
    
    % of2008
    
    
    
    
    
    
    Net Sales
    
    
    2007
    
    
    Net SalesOperating income (loss), as reported:North American Lab
    
    $
    25.3
    
    
    
    
    
    
    
    4.8
    %
    
    $
    33.0
    
    
    
    6.6
    %European Lab
    
    
    18.2
    
    
    
    
    
    
    
    4.9
    %
    
    
    22.9
    
    
    
    7.3
    %Science Education
    
    
    (3.0
    )
    
    
    
    
    
    
    -11.3
    %
    
    
    1.0
    
    
    
    3.6
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    n/m
    
    
    
    (0.4
    )
    
    
    n/mTotal
    
    $
    40.5
    
    
    
    
    
    
    
    4.4
    %
    
    $
    56.5
    
    
    
    6.7
    %SG&A adjustments:(3)North American Lab
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.2
    )European Lab
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.8
    )Science Education
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.3
    )Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18.3
    )Operating income (loss), as adjusted:North American Lab
    
    
    25.3
    
    
    
    
    
    
    
    4.8
    %
    
    
    23.8
    
    
    
    4.7
    %European Lab
    
    
    18.2
    
    
    
    
    
    
    
    4.9
    %
    
    
    15.1
    
    
    
    4.8
    %Science Education
    
    
    (3.0
    )
    
    
    
    
    
    
    -11.3
    %
    
    
    (0.3
    )
    
    
    -1.1
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    n/m
    
    
    
    (0.4
    )
    
    
    n/mTotal
    
    $
    40.5
    
    
    
    
    
    
    
    4.4
    %
    
    $
    38.2
    
    
    
    4.5
    %
 
 (3)
    
    See notes (1) and (2) above for explanation of these pro-forma adjustments.    27




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##### Table of Contents



Interest Expense, net of Interest Income
  Three Months Ended March 31,2008
    
    
    2007Interest income
    
    $
    1.4
    
    
    $
    1.7Interest expense
    
    
    (64.6
    )
    
    
    (37.4
    )Interest expense, net, as reported
    
    
    (63.2
    )
    
    
    (35.7
    )Interest expense adjustments(4)
    
    
    
    
    
    
    (24.0
    )Interest expense, net, as adjusted
    
    $
    (63.2
    )
    
    $
    (59.7
    )
 
 (4)
    
    Reflects the increased interest expense as a result of the new capital
structure. In determining these amounts, we used interest rates in
effect as of March 31, 2008, and included adjustments to reflect the
estimated effect of our interest rate swaps entered into at the time
of the Merger.  Other income (expense), net
  Income Taxes
   28




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##### Table of Contents



Liquidity and Capital Resources
        29




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##### Table of Contents



Historical Cash Flows
  Three Months Ended March 31,2008
    
    
    2007Cash flow from operations, excluding working capital
    
    $
    (3.1
    )
    
    $
    35.8Cash flow from working capital changes, net
    
    
    (25.6
    )
    
    
    0.1Cash flow from operations
    
    $
    (28.7
    )
    
    $
    35.9
    Contractual Obligations
  Commitments and Contingencies
  Off-Balance Sheet Arrangements
   30




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##### Table of Contents



Critical Accounting Policies
    New Accounting Standards
   31




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##### Table of Contents



Item 3 Quantitative and Qualitative Disclosures about Market Risk
  Interest Rate Risk
 
   Foreign Currency Exchange Rate Risk.
   32




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##### Table of Contents



Item 4 Controls and Procedures
     
 Part IIOTHER INFORMATION
 
 Item 1 Legal Proceedings
  
 Item 1A Risk Factors
  
 Item 6 Exhibits
 ExhibitNumber
    
    Description of Documents
    
    Method of Filing31.1
    
    
    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
    
    
    Certification of Principal Executive
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.32.2
    
    
    Certification of Principal Financial
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.
  33




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##### Table of Contents



SIGNATURE
  VWR FUNDING, INC.By:
    /s/ Gregory L. CowanName:
    Gregory L. CowanTitle:
    Vice President and Corporate Controller (Chief
Accounting Officer and Duly Authorized
Officer)May 13, 2008  34




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Documents
    
    Method of Filing31.1
    
    
    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
    
    
    Certification of Principal Executive
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.32.2
    
    
    Certification of Principal Financial
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.
  35