##### 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 September 30, 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.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    56-2445503(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1310 Goshen Parkway
    
    19380P.O. Box 2656
    
    (Zip code)West Chester, PA(Address of principal executive offices)
 (610) 431-1700  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ




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##### 



VWR FUNDING, INC. AND SUBSIDIARIES
 FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2008
INDEX
 PART I. FINANCIAL INFORMATION (Predecessor and Successor):The following financial statements of VWR Funding, Inc. and subsidiaries (Successor) and
CDRV Investors, Inc. and subsidiaries (Predecessor) for the periods indicated are included in
this Quarterly Report on Form 10-Q. The term Successor refers to VWR Funding, Inc. and
subsidiaries after giving effect to the consummation of the Merger (as defined in Note 1(a)) on
June 29, 2007. The term Predecessor refers to CDRV Investors, Inc. and subsidiaries prior to
giving effect to the consummation of the Merger. As a result of the Merger, including changes in
our capital structure and the effects of purchase accounting, the Predecessor and Successor
financial statements are not comparable.Page No.Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets  September 30, 2008 and December 31, 2007
    
    
    1Condensed Consolidated Statements of Operations  Three Months Ended September 30,
2008 and 2007
    
    
    2Condensed Consolidated Statements of Operations  Nine Months Ended September 30,
2008 and for the Periods Included in the Nine Months Ended September 30, 2007
    
    
    3Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive
Income (Loss)  Nine Months Ended September 30, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows  Nine Months Ended September 30,
2008 and for the Periods Included in the Nine Months Ended September 30, 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    41Item 4. Controls and Procedures
    
    
    41PART II. OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    42Item 1A. Risk Factors
    
    
    42Item 6. Exhibits
    
    
    42Signature
    
    
    43Exhibit 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)
 September 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    29.9
    
    
    $
    45.0Compensating cash balance
    
    
    99.0
    
    
    
    87.4Trade accounts receivable, less reserves of $10.5 and $12.0, respectively
    
    
    522.5
    
    
    
    479.0Other receivables
    
    
    28.0
    
    
    
    38.7Inventories
    
    
    282.6
    
    
    
    295.6Other current assets
    
    
    24.3
    
    
    
    24.4Total current assets
    
    
    986.3
    
    
    
    970.1Property and equipment, net
    
    
    197.9
    
    
    
    200.7Goodwill
    
    
    1,961.7
    
    
    
    1,964.8Other intangible assets, net
    
    
    2,293.2
    
    
    
    2,377.0Deferred income taxes
    
    
    14.2
    
    
    
    15.2Other assets
    
    
    66.1
    
    
    
    87.5Total assets
    
    $
    5,519.4
    
    
    $
    5,615.3LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term portion of debt and current portion of capital lease obligations
    
    $
    174.4
    
    
    $
    89.8Accounts payable
    
    
    370.5
    
    
    
    385.2Accrued expenses
    
    
    180.0
    
    
    
    187.6Total current liabilities
    
    
    724.9
    
    
    
    662.6Long-term debt and capital lease obligations
    
    
    2,666.3
    
    
    
    2,707.6Other long-term liabilities
    
    
    90.8
    
    
    
    104.1Deferred income taxes
    
    
    652.7
    
    
    
    690.5Total liabilities
    
    
    4,134.7
    
    
    
    4,164.8Redeemable equity units
    
    
    48.1
    
    
    
    43.2Commitments and contingences (Note 12)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,360.4
    
    
    
    1,360.2Accumulated deficit
    
    
    (59.1
    )
    
    
    (49.0
    )Accumulated other comprehensive income
    
    
    35.3
    
    
    
    96.1Total stockholders equity
    
    
    1,336.6
    
    
    
    1,407.3Total liabilities and stockholders equity
    
    $
    5,519.4
    
    
    $
    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 EndedSeptember 30,2008
    
    
    2007Net sales
    
    $
    979.9
    
    
    $
    894.5Cost of goods sold
    
    
    701.1
    
    
    
    641.6Gross profit
    
    
    278.8
    
    
    
    252.9Selling, general and administrative expenses
    
    
    213.4
    
    
    
    199.4Operating income
    
    
    65.4
    
    
    
    53.5Interest income
    
    
    1.5
    
    
    
    1.2Interest expense
    
    
    (66.3
    )
    
    
    (61.6
    )Other income (expense), net
    
    
    96.5
    
    
    
    (42.9
    )Income (loss) before income taxes
    
    
    97.1
    
    
    
    (49.8
    )Income tax (provision) benefit
    
    
    (40.7
    )
    
    
    50.0Net income
    
    $
    56.4
    
    
    $
    0.2
   2




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations (Continued)
(Dollars in millions)
(Unaudited)
 Nine Months Ended September 30, 2007Successor
    
    
    Successor
    
    
    
    PredecessorNine Months Ended
    
    
    June 30 
    
    
    
    January 1 September 30, 2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007Net sales
    
    $
    2,868.0
    
    
    $
    894.5
    
    
    
    $
    1,699.3Cost of goods sold
    
    
    2,056.4
    
    
    
    641.6
    
    
    
    
    1,230.1Gross profit
    
    
    811.6
    
    
    
    252.9
    
    
    
    
    469.2Selling, general and administrative
expenses
    
    
    658.3
    
    
    
    199.6
    
    
    
    
    371.3Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    36.8Operating income
    
    
    153.3
    
    
    
    53.3
    
    
    
    
    61.1Interest income
    
    
    4.4
    
    
    
    1.2
    
    
    
    
    3.3Interest expense
    
    
    (195.5
    )
    
    
    (66.2
    )
    
    
    
    (101.8
    )Other income (expense), net
    
    
    23.3
    
    
    
    (42.9
    )
    
    
    
    3.5Loss before income taxes
    
    
    (14.5
    )
    
    
    (54.6
    )
    
    
    
    (33.9
    )Income tax benefit
    
    
    4.4
    
    
    
    51.9
    
    
    
    
    8.3Net loss
    
    $
    (10.1
    )
    
    $
    (2.7
    )
    
    
    $
    (25.6
    )
   3




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)
Nine Months Ended September 30, 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
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    
    
    
    
    
    
    
    
    2.3Share-based compensation expense
associated with our parent company
equity plan
    
    
    
    
    
    
    
    
    
    
    2.8
    
    
    
    
    
    
    
    
    
    
    
    2.8Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (4.9
    )
    
    
    
    
    
    
    
    
    
    
    (4.9
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10.1
    )
    
    
    
    
    
    
    (10.1
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60.8
    )
    
    
    (60.8
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (70.9
    )Balance at September 30, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.4
    
    
    $
    (59.1
    )
    
    $
    35.3
    
    
    $
    1,336.6
   4




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
(Dollars in millions)
(Unaudited)
 Nine Months EndedSeptember 30, 2007Successor
    
    
    Successor
    
    
    
    PredecessorNine Months Ended
    
    
    June 30 
    
    
    
    January 1 September 30, 2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007Cash flows from operating activities:Net loss
    
    $
    (10.1
    )
    
    $
    (2.7
    )
    
    
    $
    (25.6
    )Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:Depreciation and amortization
    
    
    86.2
    
    
    
    26.3
    
    
    
    
    19.4Net unrealized translation (gain) loss
    
    
    (27.2
    )
    
    
    42.9
    
    
    
    
    Net
unrealized loss on interest rate swaps
    
    
    1.6
    
    
    
    
    
    
    
    
    Loss on sale or disposal of property and equipment
    
    
    1.4
    
    
    
    
    
    
    
    
    0.5Non-cash interest accretion
    
    
    
    
    
    
    
    
    
    
    
    17.5Non-cash equity compensation expense
    
    
    2.8
    
    
    
    1.7
    
    
    
    
    9.0Amortization and write-off of debt issuance costs
    
    
    7.2
    
    
    
    2.4
    
    
    
    
    31.0Deferred income tax benefit
    
    
    (35.5
    )
    
    
    (73.0
    )
    
    
    
    (10.4
    )Provision for doubtful accounts
    
    
    1.9
    
    
    
    0.6
    
    
    
    
    1.0Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (49.4
    )
    
    
    (16.9
    )
    
    
    
    (14.1
    )Other receivables
    
    
    12.0
    
    
    
    (3.5
    )
    
    
    
    6.0Inventories
    
    
    10.8
    
    
    
    (5.1
    )
    
    
    
    (9.7
    )Other assets
    
    
    (2.8
    )
    
    
    (2.4
    )
    
    
    
    0.9Accounts payable
    
    
    (10.9
    )
    
    
    (17.5
    )
    
    
    
    15.2Accrued expenses and other long-term liabilities
    
    
    (11.4
    )
    
    
    46.3
    
    
    
    
    16.3Net cash (used in) provided by operating activities
    
    
    (23.4
    )
    
    
    (0.9
    )
    
    
    
    57.0Cash flows from investing activities:Merger consideration, net of cash acquired of $135.8
    
    
    
    
    
    
    (3,802.9
    )
    
    
    
    Acquisitions of other businesses and transaction costs
    
    
    (46.3
    )
    
    
    (21.6
    )
    
    
    
    (19.4
    )Capital expenditures
    
    
    (24.3
    )
    
    
    (9.0
    )
    
    
    
    (15.7
    )Proceeds from sales of property and equipment
    
    
    9.0
    
    
    
    
    
    
    
    
    2.2Net cash used in investing activities
    
    
    (61.6
    )
    
    
    (3,833.5
    )
    
    
    
    (32.9
    )Cash flows from financing activities:Proceeds from debt
    
    
    335.8
    
    
    
    2,615.3
    
    
    
    
    0.1Repayment of debt
    
    
    (263.6
    )
    
    
    (25.7
    )
    
    
    
    (21.4
    )Issuance of common stock to parent, net of expenses
    
    
    
    
    
    
    1,353.8
    
    
    
    
    Net change in bank overdrafts
    
    
    8.8
    
    
    
    4.8
    
    
    
    
    0.5Net change in compensating cash balance
    
    
    (11.6
    )
    
    
    (9.9
    )
    
    
    
    (7.8
    )Proceeds from equity and stock incentive plans
    
    
    2.2
    
    
    
    0.1
    
    
    
    
    0.2Debt issuance costs
    
    
    (1.2
    )
    
    
    (62.1
    )
    
    
    
    (0.6
    )Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    (0.7
    )Net cash provided by (used in) financing activities
    
    
    70.4
    
    
    
    3,876.3
    
    
    
    
    (29.7
    )Effect of exchange rate changes on cash
    
    
    (0.5
    )
    
    
    1.5
    
    
    
    
    2.0Net (decrease) increase in cash and cash
equivalents
    
    
    (15.1
    )
    
    
    43.4
    
    
    
    
    (3.6
    )Cash and cash equivalents beginning of period
    
    
    45.0
    
    
    
    
    
    
    
    
    139.4Cash and cash equivalents end of period
    
    $
    29.9
    
    
    $
    43.4
    
    
    
    $
    135.8Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    202.6
    
    
    $
    30.5
    
    
    
    $
    51.8Income taxes paid, net
    
    $
    20.8
    
    
    $
    14.1
    
    
    
    $
    14.1
   5




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
September 30, 2008
(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
   6




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
    (2) New Accounting Standards
 (a) Recently Adopted Accounting Standards
 Fair Value Measurements non-financial
  The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115
  7




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 (b) Recently Issued Accounting Standards
 Business Combinations post-acquisition Accounting for Income Taxes
 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
 (3) Fair Value Measurements
 (a) Adoption of SFAS 157
 non-financial
   8




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
  (b) Interest Rate Swaps
   
   
  9




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 (4) Business Combinations and Acquisitions
  
    
    We had a 24% investment in KMF Laborchemie Handels GmbH (KMF), which was accounted
for using the equity method. On April 2, 2007, we acquired the remaining 76% interest in
KMF. KMF is a German-based scientific laboratory supply distribution firm that offers
highly diversified chemicals and consumable products to the laboratory industry in Germany.
    
    On June 29, 2007, the Company completed the Merger. As a result of the Merger,
including changes in our capital structure and the effects of purchase accounting, the
Predecessor and Successor financial statements are not comparable.
    
    On July 2, 2007, we acquired Bie & Berntsen A-S (B&B), which is a Danish scientific
laboratory supply distributor.
    
    On November 1, 2007, we acquired Omnilabo International B.V. (Omnilabo BV), which is
a Netherlands-based scientific laboratory supply distributor.
    
    On April 1, 2008, we acquired Jencons (Scientific) Limited (Jencons), which is a
scientific laboratory supply distributor. Based in the UK, Jencons also has operations in
Ireland, Kenya and the United States.
    
    On August 1, 2008, we acquired Spektrum-3d Kft (Spektrum), which is a Hungarian-based
scientific laboratory supply distributor.
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    981.1
    
    
    $
    913.5
    
    
    $
    2,888.3
    
    
    $
    2,672.9Income (loss) before income taxes
    
    
    97.2
    
    
    
    (48.8
    )
    
    
    (12.8
    )
    
    
    (170.9
    )Net income (loss)
    
    
    56.5
    
    
    
    0.2
    
    
    
    (8.9
    )
    
    
    (83.1
    )
   10




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(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
    
    
    10.1
    
    
    
    1.6
    
    
    
    
    
    
    
    11.7Successor Acquisitions
    
    
    
    
    
    
    24.5
    
    
    
    
    
    
    
    24.5Currency translation changes
    
    
    (5.1
    )
    
    
    (34.2
    )
    
    
    
    
    
    
    (39.3
    )Balance at September 30, 2008
    
    $
    1,027.2
    
    
    $
    834.9
    
    
    $
    99.6
    
    
    $
    1,961.7
  WeightedAverageAmortization
    
    
    September 30,
    
    
    December 31,Period (Years)
    
    
    2008
    
    
    2007Amortizable intangible assets:Customer relationships in North America (net of
accumulated amortization of $46.8 and $18.8)
    
    
    20.0
    
    
    $
    703.4
    
    
    $
    736.5Customer relationships in Europe (net of
accumulated amortization of $30.6 and $12.4)
    
    
    19.8
    
    
    
    459.3
    
    
    
    480.3Customer relationships in Science Education (net of
accumulated amortization of $8.2 and $3.3)
    
    
    20.0
    
    
    
    122.8
    
    
    
    127.7Chemical supply agreement (net of accumulated
amortization of $10.1 and $4.2)
    
    
    7.0
    
    
    
    46.2
    
    
    
    54.1Other (net of accumulated amortization of $4.0 and $1.5)
    
    
    5.8
    
    
    
    14.3
    
    
    
    14.6Total amortizable intangible assets (net of
accumulated amortization of $99.7 and $40.2)
    
    
    19.3
    
    
    
    1,346.0
    
    
    
    1,413.2Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    
    
    
    
    947.2
    
    
    
    963.8Total intangible assets, net
    
    
    
    
    
    $
    2,293.2
    
    
    $
    2,377.0
    11




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
  Nine Months Ended
    
    
    Nine Months Ended September 30, 2007Three Months Ended September 30,
    
    
    September 30, 2008
    
    
    Successor
    
    
    
    PredecessorJune 30 
    
    
    
    January 1 2008
    
    
    2007
    
    
    Successor
    
    
    September 30, 2007
    
    
    
    June 29, 2007$
    21.0
    
    
    $
    19.8
    
    
    $
    62.7
    
    
    $
    20.0
    
    
    
    $
    7.8
 (6) Debt
  September 30,
    
    
    December 31,2008
    
    
    2007Senior Secured Credit Facility
    
    $
    1,529.3
    
    
    $
    1,491.210.25%/11.25% Unsecured Senior Notes due 2015
    
    
    675.0
    
    
    
    675.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    529.3
    
    
    
    535.8Compensating
cash balance
    
    
    99.0
    
    
    
    87.4Predecessor 8% Unsecured Senior Subordinated Notes due 2014
    
    
    1.0
    
    
    
    1.0Capital leases
    
    
    6.0
    
    
    
    5.5Other debt
    
    
    1.1
    
    
    
    1.5Total debt
    
    
    2,840.7
    
    
    
    2,797.4Less short-term portion
    
    
    (174.4
    )
    
    
    (89.8
    )Total long-term portion
    
    $
    2,666.3
    
    
    $
    2,707.6
 (a) Senior Secured Credit Facility
 
 £
 sterling-denominated
  12




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 (b) Senior Notes and Senior Subordinated Notes
  
 (c) Compensating Cash Balance
  (d) Other
   (7) Other Income (Expense)
  foreign-denominated
  13




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
  (8) Defined Benefit Plans
  Three Months Ended September 30,U.S. DB Plan
    
    
    German, French and UK Plans2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    
    
    
    $
    0.5
    
    
    $
    0.7
    
    
    $
    0.9Interest cost
    
    
    2.3
    
    
    
    2.3
    
    
    
    1.3
    
    
    
    1.4Expected return on plan assets
    
    
    (2.1
    )
    
    
    (2.7
    )
    
    
    (1.0
    )
    
    
    (1.3
    )Recognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
pension cost
    
    $
    0.2
    
    
    $
    0.1
    
    
    $
    1.0
    
    
    $
    1.0
 Nine Months Ended September 30,U.S. DB Plan
    
    
    German, French and UK PlansSuccessor
    
    
    Successor
    
    
    
    Predecessor
    
    
    Successor
    
    
    Successor
    
    
    
    PredecessorJune 30 
    
    
    
    January 1
    
    
    
    
    
    
    June 30 
    
    
    
    January 1 2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007
    
    
    2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007Service cost
    
    $
    1.2
    
    
    $
    0.5
    
    
    
    $
    1.0
    
    
    $
    2.3
    
    
    $
    0.9
    
    
    
    $
    1.4Interest cost
    
    
    6.7
    
    
    
    2.3
    
    
    
    
    4.4
    
    
    
    4.2
    
    
    
    1.4
    
    
    
    
    2.5Expected return on plan assets
    
    
    (6.2
    )
    
    
    (2.7
    )
    
    
    
    (5.4
    )
    
    
    (3.4
    )
    
    
    (1.3
    )
    
    
    
    (2.4
    )Recognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Net periodic pension cost
    
    $
    1.7
    
    
    $
    0.1
    
    
    
    $
    
    
    
    $
    3.1
    
    
    $
    1.0
    
    
    
    $
    1.7
   (9) Share-Based Compensation
  Nine Months Ended September 30, 2007Successor
    
    
    Successor
    
    
    
    PredecessorThree Months Ended September 30,
    
    
    Nine Months Ended
    
    
    June 30 
    
    
    
    January 1 2008
    
    
    2007
    
    
    September 30, 2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007$
    0.9
    
    
    $
    1.7
    
    
    $
    2.8
    
    
    $
    1.7
    
    
    
    $
    9.0
  14




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
  (10) Income Taxes
 (a) Effective Tax Rate
     (b) Uncertain Tax Positions
    15




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
  (c) Other
  (11) Comprehensive Income (Loss)
  Three Months Ended September 30,2008
    
    
    2007Net income
    
    $
    56.4
    
    
    $
    0.2Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    (174.6
    )
    
    
    69.5Unrealized
loss on derivatives, net of taxes of $0.6 and $5.5
    
    
    (1.8
    )
    
    
    (8.2
    )Amortization of realized loss on derivatives, net of taxes of ($0.2) in 2008
    
    
    0.3
    
    
    
    0.4Reclassification of net losses into earnings from equity
    
    
    0.9
    
    
    
    Comprehensive (loss) income
    
    $
    (118.8
    )
    
    $
    61.9
 Nine Months Ended September 30, 2007Successor
    
    
    Successor
    
    
    
    PredecessorNine Months Ended
    
    
    June 30 
    
    
    
    January 1 September 30, 2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007Net loss
    
    $
    (10.1
    )
    
    $
    (2.7
    )
    
    
    $
    (25.6
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    (67.3
    )
    
    
    69.5
    
    
    
    
    25.8Realized loss on derivatives, net of taxes of $4.6
    
    
    
    
    
    
    (7.3
    )
    
    
    
    Unrealized
gain (loss) on derivatives, net of taxes of $(4.4) in 2008
    
    
    4.8
    
    
    
    (8.2
    )
    
    
    
    (1.1
    )Amortization of realized loss on derivatives, net of taxes of $(0.5) in 2008
    
    
    0.8
    
    
    
    0.4
    
    
    
    
    Reclassification of net losses into earnings from equity
    
    
    0.9
    
    
    
    
    
    
    
    
    Comprehensive (loss) income
    
    $
    (70.9
    )
    
    $
    51.7
    
    
    
    $
    (0.9
    )
 (12) Commitments and Contingencies
   16




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
   (13) Segment Financial Information
   Three Months Ended September 30,2008
    
    
    2007Net salesNorth American Lab
    
    $
    538.7
    
    
    $
    499.9European Lab
    
    
    375.7
    
    
    
    326.0Science Education
    
    
    65.5
    
    
    
    68.6Total
    
    $
    979.9
    
    
    $
    894.5Operating incomeNorth American Lab
    
    $
    31.9
    
    
    $
    23.5European Lab
    
    
    23.7
    
    
    
    16.4Science Education
    
    
    9.8
    
    
    
    13.6Total
    
    
    65.4
    
    
    
    53.5Interest income
    
    
    1.5
    
    
    
    1.2Interest expense
    
    
    (66.3
    )
    
    
    (61.6
    )Other income (expense), net
    
    
    96.5
    
    
    
    (42.9
    )Income (loss) before income taxes
    
    $
    97.1
    
    
    $
    (49.8
    )
  17




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Nine Months Ended September 30, 2007Successor
    
    
    Successor
    
    
    
    PredecessorNine Months Ended
    
    
    June 30 
    
    
    
    January 1 September 30, 2008
    
    
    September 30, 2007
    
    
    
    June 29, 2007Net salesNorth American Lab
    
    $
    1,592.7
    
    
    $
    499.9
    
    
    
    $
    1,003.7European Lab
    
    
    1,145.8
    
    
    
    326.0
    
    
    
    
    630.4Science Education
    
    
    129.5
    
    
    
    68.6
    
    
    
    
    65.2Total
    
    $
    2,868.0
    
    
    $
    894.5
    
    
    
    $
    1,699.3Operating incomeNorth American Lab
    
    $
    82.0
    
    
    $
    23.4
    
    
    
    $
    51.8European Lab
    
    
    63.5
    
    
    
    16.3
    
    
    
    
    41.8Science Education
    
    
    7.8
    
    
    
    13.6
    
    
    
    
    4.3Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    (36.8
    )Total
    
    
    153.3
    
    
    
    53.3
    
    
    
    
    61.1Interest income
    
    
    4.4
    
    
    
    1.2
    
    
    
    
    3.3Interest expense
    
    
    (195.5
    )
    
    
    (66.2
    )
    
    
    
    (101.8
    )Other income (expense), net
    
    
    23.3
    
    
    
    (42.9
    )
    
    
    
    3.5Loss before income taxes
    
    $
    (14.5
    )
    
    $
    (54.6
    )
    
    
    $
    (33.9
    )
 (14) Condensed Consolidating Financial Information
    18




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Balance Sheet
September 30, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent
assets:Cash and cash equivalents
    
    $
    3.3
    
    
    $
    3.2
    
    
    $
    23.4
    
    
    $
    
    
    
    $
    29.9Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    99.0
    
    
    
    
    
    
    
    99.0Trade accounts receivable, net
    
    
    
    
    
    
    234.0
    
    
    
    288.5
    
    
    
    
    
    
    
    522.5Inventories
    
    
    
    
    
    
    153.4
    
    
    
    129.2
    
    
    
    
    
    
    
    282.6Other current assets
    
    
    0.1
    
    
    
    12.4
    
    
    
    39.8
    
    
    
    
    
    
    
    52.3Intercompany receivables
    
    
    45.0
    
    
    
    4.3
    
    
    
    
    
    
    
    (49.3
    )
    
    
    Total current assets
    
    
    48.4
    
    
    
    407.3
    
    
    
    579.9
    
    
    
    (49.3
    )
    
    
    986.3Property and equipment, net
    
    
    
    
    
    
    87.0
    
    
    
    110.9
    
    
    
    
    
    
    
    197.9Goodwill
    
    
    
    
    
    
    1,059.7
    
    
    
    902.0
    
    
    
    
    
    
    
    1,961.7Other intangible assets, net
    
    
    
    
    
    
    1,315.2
    
    
    
    978.0
    
    
    
    
    
    
    
    2,293.2Deferred income taxes
    
    
    128.0
    
    
    
    
    
    
    
    14.2
    
    
    
    (128.0
    )
    
    
    14.2Investment in subsidiaries
    
    
    2,917.0
    
    
    
    1,798.8
    
    
    
    
    
    
    
    (4,715.8
    )
    
    
    Other assets
    
    
    51.7
    
    
    
    6.9
    
    
    
    7.5
    
    
    
    
    
    
    
    66.1Intercompany loans
    
    
    1,005.7
    
    
    
    84.5
    
    
    
    65.7
    
    
    
    (1,155.9
    )
    
    
    Total assets
    
    $
    4,150.8
    
    
    $
    4,759.4
    
    
    $
    2,658.2
    
    
    $
    (6,049.0
    )
    
    $
    5,519.4LIABILITIES AND STOCKHOLDERS EQUITYCurrent
liabilities:Short-term portion of debt and current
portion of capital lease obligations
    
    $
    73.0
    
    
    $
    0.4
    
    
    $
    101.0
    
    
    $
    
    
    
    $
    174.4Accounts payable
    
    
    
    
    
    
    192.7
    
    
    
    177.8
    
    
    
    
    
    
    
    370.5Accrued expenses
    
    
    15.3
    
    
    
    63.7
    
    
    
    101.0
    
    
    
    
    
    
    
    180.0Intercompany payables
    
    
    
    
    
    
    3.7
    
    
    
    45.6
    
    
    
    (49.3
    )
    
    
    Total current liabilities
    
    
    88.3
    
    
    
    260.5
    
    
    
    425.4
    
    
    
    (49.3
    )
    
    
    724.9Long-term debt and capital
lease obligations
    
    
    2,660.5
    
    
    
    2.0
    
    
    
    3.8
    
    
    
    
    
    
    
    2,666.3Other long-term liabilities
    
    
    17.3
    
    
    
    21.8
    
    
    
    51.7
    
    
    
    
    
    
    
    90.8Deferred income taxes
    
    
    
    
    
    
    476.7
    
    
    
    304.0
    
    
    
    (128.0
    )
    
    
    652.7Intercompany loans
    
    
    
    
    
    
    1,082.2
    
    
    
    73.7
    
    
    
    (1,155.9
    )
    
    
    Total liabilities
    
    
    2,766.1
    
    
    
    1,843.2
    
    
    
    858.6
    
    
    
    (1,333.2
    )
    
    
    4,134.7Redeemable equity units
    
    
    48.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48.1Total stockholders equity
    
    
    1,336.6
    
    
    
    2,916.2
    
    
    
    1,799.6
    
    
    
    (4,715.8
    )
    
    
    1,336.6Total liabilities and stockholders equity
    
    $
    4,150.8
    
    
    $
    4,759.4
    
    
    $
    2,658.2
    
    
    $
    (6,049.0
    )
    
    $
    5,519.4
  19




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Balance Sheet
December 31, 2007 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent
assets:Cash 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 EQUITYCurrent
liabilities:Short-term portion of debt and current
portion of capital lease obligations
    
    $
    
    
    
    $
    
    
    
    $
    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
  20




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2008 (Successor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    535.7
    
    
    $
    448.8
    
    
    $
    (4.6
    )
    
    $
    979.9Cost of goods sold
    
    
    
    
    
    
    395.7
    
    
    
    310.0
    
    
    
    (4.6
    )
    
    
    701.1Gross profit
    
    
    
    
    
    
    140.0
    
    
    
    138.8
    
    
    
    
    
    
    
    278.8Selling, general and administrative expenses
    
    
    0.9
    
    
    
    102.5
    
    
    
    115.9
    
    
    
    (5.9
    )
    
    
    213.4Operating (loss) income
    
    
    (0.9
    )
    
    
    37.5
    
    
    
    22.9
    
    
    
    5.9
    
    
    
    65.4Interest expense, net of interest income
    
    
    (46.8
    )
    
    
    (15.7
    )
    
    
    (2.3
    )
    
    
    
    
    
    
    (64.8
    )Other income (expense), net
    
    
    103.7
    
    
    
    22.6
    
    
    
    (23.9
    )
    
    
    (5.9
    )
    
    
    96.5Income (loss) before income taxes and
equity in earnings of subsidiaries
    
    
    56.0
    
    
    
    44.4
    
    
    
    (3.3
    )
    
    
    
    
    
    
    97.1Income tax provision
    
    
    (21.8
    )
    
    
    (18.9
    )
    
    
    
    
    
    
    
    
    
    
    (40.7
    )Equity in earnings of subsidiaries, net of tax
    
    
    22.2
    
    
    
    (3.3
    )
    
    
    
    
    
    
    (18.9
    )
    
    
    Net income (loss)
    
    $
    56.4
    
    
    $
    22.2
    
    
    $
    (3.3
    )
    
    $
    (18.9
    )
    
    $
    56.4
  21




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2007 (Successor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    508.2
    
    
    $
    395.7
    
    
    $
    (9.4
    )
    
    $
    894.5Cost of goods sold
    
    
    
    
    
    
    376.4
    
    
    
    274.6
    
    
    
    (9.4
    )
    
    
    641.6Gross profit
    
    
    
    
    
    
    131.8
    
    
    
    121.1
    
    
    
    
    
    
    
    252.9Selling, general and administrative expenses
    
    
    0.8
    
    
    
    100.1
    
    
    
    100.6
    
    
    
    (2.1
    )
    
    
    199.4Operating (loss) income
    
    
    (0.8
    )
    
    
    31.7
    
    
    
    20.5
    
    
    
    2.1
    
    
    
    53.5Interest expense, net of interest income
    
    
    (39.2
    )
    
    
    (20.6
    )
    
    
    (0.6
    )
    
    
    
    
    
    
    (60.4
    )Other income (expense), net
    
    
    (44.0
    )
    
    
    (3.8
    )
    
    
    7.0
    
    
    
    (2.1
    )
    
    
    (42.9
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (84.0
    )
    
    
    7.3
    
    
    
    26.9
    
    
    
    
    
    
    
    (49.8
    )Income tax benefit (provision)
    
    
    35.0
    
    
    
    (4.0
    )
    
    
    19.0
    
    
    
    
    
    
    
    50.0Equity in earnings of subsidiaries, net of tax
    
    
    49.2
    
    
    
    45.9
    
    
    
    
    
    
    
    (95.1
    )
    
    
    Net income (loss)
    
    $
    0.2
    
    
    $
    49.2
    
    
    $
    45.9
    
    
    $
    (95.1
    )
    
    $
    0.2
  22




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2008 (Successor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,510.4
    
    
    $
    1,375.8
    
    
    $
    (18.2
    )
    
    $
    2,868.0Cost of goods sold
    
    
    
    
    
    
    1,124.0
    
    
    
    950.6
    
    
    
    (18.2
    )
    
    
    2,056.4Gross profit
    
    
    
    
    
    
    386.4
    
    
    
    425.2
    
    
    
    
    
    
    
    811.6Selling, general and administrative expenses
    
    
    2.4
    
    
    
    309.9
    
    
    
    362.0
    
    
    
    (16.0
    )
    
    
    658.3Operating (loss) income
    
    
    (2.4
    )
    
    
    76.5
    
    
    
    63.2
    
    
    
    16.0
    
    
    
    153.3Interest expense, net of interest income
    
    
    (136.2
    )
    
    
    (50.2
    )
    
    
    (4.7
    )
    
    
    
    
    
    
    (191.1
    )Other income (expense), net
    
    
    31.7
    
    
    
    20.3
    
    
    
    (12.7
    )
    
    
    (16.0
    )
    
    
    23.3(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (106.9
    )
    
    
    46.6
    
    
    
    45.8
    
    
    
    
    
    
    
    (14.5
    )Income tax benefit (provision)
    
    
    40.7
    
    
    
    (19.9
    )
    
    
    (16.4
    )
    
    
    
    
    
    
    4.4Equity in earnings of subsidiaries, net of tax
    
    
    56.1
    
    
    
    29.4
    
    
    
    
    
    
    
    (85.5
    )
    
    
    Net (loss) income
    
    $
    (10.1
    )
    
    $
    56.1
    
    
    $
    29.4
    
    
    $
    (85.5
    )
    
    $
    (10.1
    )
  23




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Operations
June 30  September 30, 2007 (Successor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    508.2
    
    
    $
    395.7
    
    
    $
    (9.4
    )
    
    $
    894.5Cost of goods sold
    
    
    
    
    
    
    376.4
    
    
    
    274.6
    
    
    
    (9.4
    )
    
    
    641.6Gross profit
    
    
    
    
    
    
    131.8
    
    
    
    121.1
    
    
    
    
    
    
    
    252.9Selling, general and administrative expenses
    
    
    0.8
    
    
    
    100.2
    
    
    
    100.7
    
    
    
    (2.1
    )
    
    
    199.6Operating (loss) income
    
    
    (0.8
    )
    
    
    31.6
    
    
    
    20.4
    
    
    
    2.1
    
    
    
    53.3Interest expense, net of interest income
    
    
    (43.8
    )
    
    
    (20.6
    )
    
    
    (0.6
    )
    
    
    
    
    
    
    (65.0
    )Other income (expense), net
    
    
    (44.0
    )
    
    
    (3.8
    )
    
    
    7.0
    
    
    
    (2.1
    )
    
    
    (42.9
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (88.6
    )
    
    
    7.2
    
    
    
    26.8
    
    
    
    
    
    
    
    (54.6
    )Income tax benefit (provision)
    
    
    36.9
    
    
    
    (4.0
    )
    
    
    19.0
    
    
    
    
    
    
    
    51.9Equity in earnings of subsidiaries, net of tax
    
    
    49.0
    
    
    
    45.8
    
    
    
    
    
    
    
    (94.8
    )
    
    
    Net (loss) income
    
    $
    (2.7
    )
    
    $
    49.0
    
    
    $
    45.8
    
    
    $
    (94.8
    )
    
    $
    (2.7
    )
 
 Condensed Consolidating Statement of Operations
January 1  June 29, 2007 (Predecessor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    941.4
    
    
    $
    775.1
    
    
    $
    (17.2
    )
    
    $
    1,699.3Cost of goods sold
    
    
    
    
    
    
    709.9
    
    
    
    537.4
    
    
    
    (17.2
    )
    
    
    1,230.1Gross profit
    
    
    
    
    
    
    231.5
    
    
    
    237.7
    
    
    
    
    
    
    
    469.2Selling, general and administrative expenses
    
    
    
    
    
    
    185.7
    
    
    
    195.6
    
    
    
    (10.0
    )
    
    
    371.3Merger expenses
    
    
    36.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.8Operating (loss) income
    
    
    (36.8
    )
    
    
    45.8
    
    
    
    42.1
    
    
    
    10.0
    
    
    
    61.1Interest expense, net of interest income
    
    
    (22.4
    )
    
    
    (75.9
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    (98.5
    )Other income (expense), net
    
    
    0.2
    
    
    
    8.4
    
    
    
    4.9
    
    
    
    (10.0
    )
    
    
    3.5(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (59.0
    )
    
    
    (21.7
    )
    
    
    46.8
    
    
    
    
    
    
    
    (33.9
    )Income tax benefit (provision)
    
    
    17.0
    
    
    
    8.9
    
    
    
    (17.6
    )
    
    
    
    
    
    
    8.3Equity in earnings of subsidiaries, net of tax
    
    
    16.4
    
    
    
    29.2
    
    
    
    
    
    
    
    (45.6
    )
    
    
    Net (loss) income
    
    $
    (25.6
    )
    
    $
    16.4
    
    
    $
    29.2
    
    
    $
    (45.6
    )
    
    $
    (25.6
    )
  24




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2008 (Successor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (144.7
    )
    
    $
    74.7
    
    
    $
    46.6
    
    
    $
    
    
    
    $
    (23.4
    )Cash flows from investing activities:Intercompany investing transactions
    
    
    72.9
    
    
    
    (19.5
    )
    
    
    
    
    
    
    (53.4
    )
    
    
    Acquisitions of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (46.3
    )
    
    
    
    
    
    
    (46.3
    )Capital expenditures
    
    
    
    
    
    
    (15.1
    )
    
    
    (9.2
    )
    
    
    
    
    
    
    (24.3
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    0.3
    
    
    
    8.7
    
    
    
    
    
    
    
    9.0Net cash provided by (used in) investing activities
    
    
    72.9
    
    
    
    (34.3
    )
    
    
    (46.8
    )
    
    
    (53.4
    )
    
    
    (61.6
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (72.9
    )
    
    
    19.5
    
    
    
    53.4
    
    
    
    Proceeds from debt
    
    
    335.1
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    335.8Repayment of debt
    
    
    (262.1
    )
    
    
    (0.1
    )
    
    
    (1.4
    )
    
    
    
    
    
    
    (263.6
    )Other financing activities, net
    
    
    1.0
    
    
    
    19.7
    
    
    
    (22.5
    )
    
    
    
    
    
    
    (1.8
    )Net cash provided by (used in) financing activities
    
    
    74.0
    
    
    
    (53.3
    )
    
    
    (3.7
    )
    
    
    53.4
    
    
    
    70.4Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    (0.5
    )Net increase (decrease) in cash and cash
equivalents
    
    
    2.2
    
    
    
    (12.9
    )
    
    
    (4.4
    )
    
    
    
    
    
    
    (15.1
    )Cash and cash equivalents beginning of period
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    3.3
    
    
    $
    3.2
    
    
    $
    23.4
    
    
    $
    
    
    
    $
    29.9
  25




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
June 30  September 30, 2007 (Successor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash provided by (used in) operating activities
    
    $
    3.5
    
    
    $
    13.2
    
    
    $
    (17.6
    )
    
    $
    
    
    
    $
    (0.9
    )Cash flows from investing activities:Merger consideration, net of cash acquired of $135.8
    
    
    (3,802.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,802.9
    )Allocation of cash balances
    
    
    (77.1
    )
    
    
    22.1
    
    
    
    55.0
    
    
    
    
    
    
    
    Intercompany investing transactions
    
    
    2.2
    
    
    
    (3.0
    )
    
    
    
    
    
    
    0.8
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (5.5
    )
    
    
    (3.5
    )
    
    
    
    
    
    
    (9.0
    )Acquisition of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (21.6
    )
    
    
    
    
    
    
    (21.6
    )Net cash (used in) provided by investing activities
    
    
    (3,877.8
    )
    
    
    13.6
    
    
    
    29.9
    
    
    
    0.8
    
    
    
    (3,833.5
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (2.2
    )
    
    
    3.0
    
    
    
    (0.8
    )
    
    
    Proceeds from debt
    
    
    2,613.8
    
    
    
    
    
    
    
    1.5
    
    
    
    
    
    
    
    2,615.3Repayment of debt
    
    
    (25.5
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (25.7
    )Issuance of common stock, net of expenses
    
    
    1,353.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,353.8Debt issuance costs
    
    
    (62.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62.1
    )Other financing activities, net
    
    
    0.1
    
    
    
    (11.0
    )
    
    
    5.9
    
    
    
    
    
    
    
    (5.0
    )Net cash provided by (used in) financing activities
    
    
    3,880.1
    
    
    
    (13.2
    )
    
    
    10.2
    
    
    
    (0.8
    )
    
    
    3,876.3Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1.5
    
    
    
    
    
    
    
    1.5Net increase in cash and cash equivalents
    
    
    5.8
    
    
    
    13.6
    
    
    
    24.0
    
    
    
    
    
    
    
    43.4Cash and cash equivalents beginning of period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents end of period
    
    $
    5.8
    
    
    $
    13.6
    
    
    $
    24.0
    
    
    $
    
    
    
    $
    43.4
 
 Condensed Consolidating Statement of Cash Flows
January 1  June 29, 2007 (Predecessor)
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (16.0
    )
    
    $
    47.7
    
    
    $
    25.3
    
    
    $
    
    
    
    $
    57.0Cash flows from investing activities:Intercompany investing transactions
    
    
    15.8
    
    
    
    (42.5
    )
    
    
    
    
    
    
    26.7
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (9.3
    )
    
    
    (6.4
    )
    
    
    
    
    
    
    (15.7
    )Acquisition of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (19.4
    )
    
    
    
    
    
    
    (19.4
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    2.2
    
    
    
    
    
    
    
    2.2Net cash provided by (used in) investing activities
    
    
    15.8
    
    
    
    (51.8
    )
    
    
    (23.6
    )
    
    
    26.7
    
    
    
    (32.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (15.8
    )
    
    
    42.5
    
    
    
    (26.7
    )
    
    
    Proceeds from debt
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Repayment of debt
    
    
    
    
    
    
    (20.5
    )
    
    
    (0.9
    )
    
    
    
    
    
    
    (21.4
    )Other financing activities, net
    
    
    (1.1
    )
    
    
    (4.1
    )
    
    
    (3.2
    )
    
    
    
    
    
    
    (8.4
    )Net cash (used in) provided by financing activities
    
    
    (1.1
    )
    
    
    (40.4
    )
    
    
    38.5
    
    
    
    (26.7
    )
    
    
    (29.7
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    2.0
    
    
    
    
    
    
    
    2.0Net (decrease) increase in cash and cash
equivalents
    
    
    (1.3
    )
    
    
    (44.5
    )
    
    
    42.2
    
    
    
    
    
    
    
    (3.6
    )Cash and cash equivalents beginning of period
    
    
    1.3
    
    
    
    66.8
    
    
    
    71.3
    
    
    
    
    
    
    
    139.4Cash and cash equivalents end of period
    
    $
    
    
    
    $
    22.3
    
    
    $
    113.5
    
    
    $
    
    
    
    $
    135.8
  26




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
September 30, 2008
(Dollars in millions, except share data)
(Unaudited)
 (15) Subsequent Event
   27




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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 existing business relationships and practices
with, suppliers, 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, acquisition financing and
working capital needs.
   Overview
   28




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##### Table of Contents




    
    the effects of the Merger, including increased depreciation and amortization and
increased interest expense in 2008 and the recognition of certain Merger expenses in 2007;
    
    acquisitions of certain businesses within our European Lab segment;
    
    foreign currency exchange rates;
    
    foreign currency translation, including our recognition of net unrealized translation
gains (losses); and
    
    changes in the number of billing days during the three and nine month periods.
  29




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##### Table of Contents




    
    a reduction in spending due, in part, to a general deterioration of economic
conditions, especially with respect to certain of our customers in the pharmaceutical
industry, which have initiated restructuring of research functions resulting in layoffs and
budget reductions, and certain of our customers in the biotechnology industry, which are
experiencing increased economic and liquidity pressures;
    
    rising product prices from our suppliers, as well as the acceleration of payment terms
by our suppliers and/or the imposition of more restrictive credit terms and other
contractual requirements; and
    
    changes in freight costs due to volatility in fuel prices.
   Factors Affecting Our Operating Results
 Effects of Merger
     30




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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 BV)
    
    Laboratory supply
    
    Netherlands
    
    European LabApril 1, 2008
    
    Jencons (Scientific)
Limited (Jencons)
    
    Laboratory supply
    
    United Kingdom
    
    European LabAugust 1, 2008
    
    Spektrum-3D Kft
(Spektrum)
    
    Laboratory supply
    
    Hungary
    
    European Lab
  Foreign Currency
   Basis of Financial Statement Presentation
   31




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##### Table of Contents



Nine Months Ended September 30, 2007Successor
    
    
    
    PredecessorJune 30, 
    
    
    
    January 1 September 30, 2007
    
    
    
    June 29, 2007
    
    
    CombinedNet sales
    
    $
    894.5
    
    
    
    $
    1,699.3
    
    
    $
    2,593.8Cost of goods sold
    
    
    641.6
    
    
    
    
    1,230.1
    
    
    
    1,871.7Gross profit
    
    
    252.9
    
    
    
    
    469.2
    
    
    
    722.1Selling, general and administrative expenses
    
    
    199.6
    
    
    
    
    371.3
    
    
    
    570.9Merger expenses
    
    
    
    
    
    
    
    36.8
    
    
    
    36.8Operating income
    
    
    53.3
    
    
    
    
    61.1
    
    
    
    114.4Interest income
    
    
    1.2
    
    
    
    
    3.3
    
    
    
    4.5Interest expense
    
    
    (66.2
    )
    
    
    
    (101.8
    )
    
    
    (168.0
    )Other income (expense), net
    
    
    (42.9
    )
    
    
    
    3.5
    
    
    
    (39.4
    )Loss before income taxes
    
    
    (54.6
    )
    
    
    
    (33.9
    )
    
    
    (88.5
    )Income tax benefit
    
    
    51.9
    
    
    
    
    8.3
    
    
    
    60.2Net loss
    
    $
    (2.7
    )
    
    
    $
    (25.6
    )
    
    $
    (28.3
    )
  Results of Operations
 Net Sales
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Change
    
    
    
    
    
    
    
    
    
    
    Change2008
    
    
    2007
    
    
    Amount
    
    
    %
    
    
    2008
    
    
    2007(1)
    
    
    Amount
    
    
    %North American Lab
    
    $
    538.7
    
    
    $
    499.9
    
    
    $
    38.8
    
    
    
    7.8
    %
    
    $
    1,592.7
    
    
    $
    1,503.6
    
    
    $
    89.1
    
    
    
    5.9
    %European Lab
    
    
    375.7
    
    
    
    326.0
    
    
    
    49.7
    
    
    
    15.2
    %
    
    
    1,145.8
    
    
    
    956.4
    
    
    
    189.4
    
    
    
    19.8
    %Science Education
    
    
    65.5
    
    
    
    68.6
    
    
    
    (3.1
    )
    
    
    (4.5
    %)
    
    
    129.5
    
    
    
    133.8
    
    
    
    (4.3
    )
    
    
    (3.2
    %)Total
    
    $
    979.9
    
    
    $
    894.5
    
    
    $
    85.4
    
    
    
    9.5
    %
    
    $
    2,868.0
    
    
    $
    2,593.8
    
    
    $
    274.2
    
    
    
    10.6
    %
 
 1
    
    Represents the mathematical sum of the 2007 Predecessor period (January 1  June
29, 2007) and Successor period (June 30  September 30, 2007), without pro-forma
adjustment.   32




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##### Table of Contents



Gross Profit
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(2)Gross profit
    
    $
    278.8
    
    
    $
    252.9
    
    
    $
    811.6
    
    
    $
    722.1Percentage of net sales (gross margin)
    
    
    28.5
    %
    
    
    28.3
    %
    
    
    28.3
    %
    
    
    27.8
    %
 
 (2)
    
    Represents the mathematical sum of the 2007 Predecessor period (January
1  June 29, 2007) and Successor period (June 30, 2007  September 30, 2007), without
pro-forma adjustment.   33




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##### Table of Contents



Selling, General, and Administrative Expenses
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007SG&A expenses, as reported (3)
    
    $
    213.4
    
    
    $
    199.4
    
    
    $
    658.3
    
    
    $
    570.9Percentage of net sales, as reported
    
    
    21.8
    %
    
    
    22.3
    %
    
    
    23.0
    %
    
    
    22.0
    %Depreciation and amortization (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35.2Other adjustments (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6.3
    )SG&A expenses, as adjusted
    
    $
    213.4
    
    
    $
    199.4
    
    
    $
    658.3
    
    
    $
    599.8Percentage of net sales, as adjusted
    
    
    21.8
    %
    
    
    22.3
    %
    
    
    23.0
    %
    
    
    23.1
    %
 
 (3)
    
    The amount for the nine months ended September 30, 2007 represents the
mathematical sum of the 2007 Predecessor period (January 1  June 29, 2007) and Successor
period (June 30  September 30, 2007), without pro-forma adjustment.(4)
    
    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.(5)
    
    Represents incremental pro-forma adjustments associated with share-based
compensation, management and board service fees and senior executive salaries. The nine
months ended September 30, 2007 also reflects a pro-forma adjustment to exclude $7.9 million
of stock-based compensation associated with the acceleration of unvested stock options and
restricted stock units as a result of the change of control caused by the Merger.   34




---



##### Table of Contents



Merger Expenses
  Operating Income (Loss)
  Three Months Ended September 30,% of
    
    
    
    
    
    
    % of2008
    
    
    Net Sales
    
    
    2007
    
    
    Net SalesOperating income:North American Lab
    
    $
    31.9
    
    
    
    5.9
    %
    
    $
    23.5
    
    
    
    4.7
    %European Lab
    
    
    23.7
    
    
    
    6.3
    %
    
    
    16.4
    
    
    
    5.0
    %Science Education
    
    
    9.8
    
    
    
    15.0
    %
    
    
    13.6
    
    
    
    19.8
    %Total
    
    $
    65.4
    
    
    
    6.7
    %
    
    $
    53.5
    
    
    
    6.0
    %
  Nine Months Ended September 30,% of
    
    
    
    
    
    
    % of2008
    
    
    Net Sales
    
    
    2007
    
    
    Net SalesOperating
income (loss), as reported: (6)North American Lab
    
    $
    82.0
    
    
    
    5.1
    %
    
    $
    75.2
    
    
    
    5.0
    %European Lab
    
    
    63.5
    
    
    
    5.5
    %
    
    
    58.1
    
    
    
    6.1
    %Science Education
    
    
    7.8
    
    
    
    6.0
    %
    
    
    17.9
    
    
    
    13.4
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    (36.8
    )Total
    
    $
    153.3
    
    
    
    5.3
    %
    
    $
    114.4
    
    
    
    4.4
    %SG&A adjustments:(7)North American Lab
    
    
    
    
    
    
    
    
    
    
    (12.6
    )European Lab
    
    
    
    
    
    
    
    
    
    
    (14.1
    )Science Education
    
    
    
    
    
    
    
    
    
    
    (2.2
    )Total
    
    
    
    
    
    
    
    
    
    
    (28.9
    )Operating income (loss), as adjusted:North American Lab
    
    
    82.0
    
    
    
    5.1
    %
    
    
    62.6
    
    
    
    4.2
    %European Lab
    
    
    63.5
    
    
    
    5.5
    %
    
    
    44.0
    
    
    
    4.6
    %Science Education
    
    
    7.8
    
    
    
    6.0
    %
    
    
    15.7
    
    
    
    11.7
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    (36.8
    )Total
    
    $
    153.3
    
    
    
    5.3
    %
    
    $
    85.5
    
    
    
    3.3
    %
 
 (6)
    
    Represents the mathematical sum of the 2007 Predecessor period (January 1  June
29, 2007) and Successor period (June 30, 2007  September 30, 2007), by segment, without
pro-forma adjustment.(7)
    
    See foot notes (4) and (5) above for explanation of these pro-forma adjustments.   35




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##### Table of Contents



Interest Expense, Net of Interest Income
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest income
    
    $
    1.5
    
    
    $
    1.2
    
    
    $
    4.4
    
    
    $
    4.5Interest expense
    
    
    (66.3
    )
    
    
    (61.6
    )
    
    
    (195.5
    )
    
    
    (168.0
    )Interest expense, net, as reported (8)
    
    
    (64.8
    )
    
    
    (60.4
    )
    
    
    (191.1
    )
    
    
    (163.5
    )Interest expense adjustments (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50.8
    )Interest expense, net, as adjusted
    
    $
    (64.8
    )
    
    $
    (60.4
    )
    
    $
    (191.1
    )
    
    $
    (214.3
    )
 
 (8)
    
    The amount for the nine months ended September 30, 2007 represents the
mathematical sum of the 2007 Predecessor period (January 1  June 29, 2007) and Successor
period (June 30- September 30, 2007), without pro-forma adjustment.(9)
    
    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 September 30, 2008, and
included adjustments to reflect the estimated effect of our interest rate swaps entered into
at the time of the Merger.  36




---



##### Table of Contents



Other Income (Expense), Net
  Income Taxes
       37




---



##### Table of Contents



Liquidity and Capital Resources
         38




---



##### Table of Contents



Historical Cash Flows
  Nine MonthsEnded September 30,2008
    
    
    2007Cash flow from operations, excluding working capital
    
    $
    28.3
    
    
    $
    40.6Cash flow from working capital changes, net
    
    
    (51.7
    )
    
    
    15.5Cash flow from operations
    
    $
    (23.4
    )
    
    $
    56.1
    Contractual Obligations
  Commitments and Contingencies
   39




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Critical Accounting Policies
    New Accounting Standards
      40




---



##### Table of Contents



Item 3  Quantitative and Qualitative Disclosures about Market Risk
  Interest Rate Risk
  dollar-denominated 
  Foreign Currency Exchange Rate Risk
 dollar-denominated dollar-denominated
 
 Item 4  Controls and Procedures
   cost-benefit
   41




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##### Table of Contents



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.
  42




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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 DulyAuthorized Officer)
   43




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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.
  44