##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended
    June 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    333-124100
  VWR FUNDING, INC.
 (Exact name of registrant as
    specified in its charter)
   Delaware(State or other jurisdiction
    of
    incorporation or organization)

56-2445503(I.R.S. Employer
    Identification No.)1310 Goshen Parkway
    P.O. Box 2656
    West Chester, PA(Address of principal
    executive offices)

19380(Zip code)   (610) 431-1700
    (Registrants telephone number, including area
    code)
   þ o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



VWR
    FUNDING, INC. AND SUBSIDIARIESFORM 10-Q
    FOR THE QUARTER ENDED JUNE 30, 2008
    INDEX
  PART I.  FINANCIAL
    INFORMATION (Predecessor and Successor):
  Form 10-Q.
   
 Page No.Item 1.

Financial Statements (Unaudited):Condensed Consolidated Balance Sheets 
    June 30, 2008 and December 31, 2007


1Condensed Consolidated Statements of
    Operations  Three Months Ended June 30, 2008 and
    for the Periods Included in the Three Months Ended June 30,
    2007


2Condensed Consolidated Statements of
    Operations  Six Months Ended June 30, 2008 and
    for the Periods Included in the Six Months Ended June 30,
    2007


3Condensed Consolidated Statement of
    Stockholders Equity and Other Comprehensive
    Income  Six Months Ended June 30, 2008


4Condensed Consolidated Statements of Cash
    Flows  Six Months Ended June 30, 2008 and for
    the Periods Included in the Six Months Ended June 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 4.

Submission of Matters to a Vote of Security
    Holders


42Item 6.

Exhibits


42Signature


43Amendment No. 3 to the VWR International Amended and Restated Retirement PlanVWR International Amended and Restated Supplemental Benefits PlanCertification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)




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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)
  June 30,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
26.5


$
45.0Compensating cash balance


99.2



87.4Trade accounts receivable, less reserves of $11.4 and $12.0,
    respectively


534.1



479.0Other receivables


27.0



38.7Inventories


300.9



295.6Other current assets


26.9



24.4Total current assets


1,014.6



970.1Property and equipment, net


211.8



200.7Goodwill


2,066.0



1,964.8Other intangible assets, net


2,407.6



2,377.0Deferred income taxes


18.8



15.2Other assets


72.9



87.5Total assets

$
5,791.7


$
5,615.3LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term portion of debt and current portion of capital lease
    obligations

$
143.4


$
89.8Accounts payable


401.7



385.2Accrued expenses


196.9



187.6Total current liabilities


742.0



662.6Long-term debt and capital lease obligations


2,791.2



2,707.6Other long-term liabilities


99.3



104.1Deferred income taxes


657.3



690.5Total liabilities


4,289.8



4,164.8Redeemable equity units


46.5



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


(115.5
)


(49.0
)Accumulated other comprehensive income


210.5



96.1Total stockholders equity


1,455.4



1,407.3Total liabilities and stockholders equity

$
5,791.7


$
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 Ended June 30, 2007Successor


Successor



PredecessorThree Months Ended






April 1 -June 30, 2008


June 30, 2007



June 29, 2007Net sales

$
965.5


$




$
856.2Cost of goods sold


693.8








625.2Gross profit


271.7








231.0Selling, general and administrative expenses


224.3



0.2




190.0Merger expenses











36.4Operating income (loss)


47.4



(0.2
)



4.6Interest income


1.5








1.6Interest expense


(64.6
)


(4.6
)



(64.4
)Other income (expense), net


1.8








3.4Loss before income taxes


(13.9
)


(4.8
)



(54.8
)Income tax benefit


4.2



1.9




16.3Net loss

$
(9.7
)

$
(2.9
)


$
(38.5
)    2




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
  Condensed
    Consolidated Statements of Operations (Continued)
 (Dollars in millions)
    (Unaudited)
  Six Months Ended June 30, 2007Successor


Successor



PredecessorSix Months Ended






January 1 -June 30, 2008


June 30, 2007



June 29, 2007Net sales

$
1,888.1


$




$
1,699.3Cost of goods sold


1,355.3








1,230.1Gross profit


532.8








469.2Selling, general and administrative expenses


444.9



0.2




371.3Merger expenses











36.8Operating income (loss)


87.9



(0.2
)



61.1Interest income


2.9








3.3Interest expense


(129.2
)


(4.6
)



(101.8
)Other income (expense), net


(73.2
)







3.5Loss before income taxes


(111.6
)


(4.8
)



(33.9
)Income tax benefit


45.1



1.9




8.3Net loss

$
(66.5
)

$
(2.9
)


$
(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
 Six
    Months Ended June 30, 2008
 (Dollars in millions, except share data)
    (Unaudited)
  AccumulatedAdditional





OtherCommon Stock


Paid-in


Accumulated


ComprehensiveShares


Amount


Capital


Deficit


Income


TotalBalance at January 1, 2008


1,000


$



$
1,360.2


$
(49.0
)

$
96.1


$
1,407.3Capital contributions from parent










1.6











1.6Share-based compensation expense associated with our parent
    company equity plan










1.9











1.9Reclassification of redeemable equity units










(3.3
)










(3.3
)Comprehensive income:Net loss














(66.5
)






(66.5
)Amortization of realized loss on derivatives, net of tax


















0.5



0.5Unrealized gain on derivatives, net of tax


















6.6



6.6Foreign currency translation adjustment


















107.3



107.3Total comprehensive income






















47.9Balance at June 30, 2008


1,000


$



$
1,360.4


$
(115.5
)

$
210.5


$
1,455.4    4




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
  Condensed
    Consolidated Statements of Cash Flows
 (Dollars in millions)
    (Unaudited)
  Six Months Ended June 30, 2007Successor


Successor



PredecessorSix Months Ended






January 1 -June 30, 2008


June 30, 2007



June 29, 2007Cash flows from operating activities:Net loss

$
(66.5
)

$
(2.9
)


$
(25.6
)Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:Depreciation and amortization


56.9



0.2




19.4Net unrealized translation loss


70.7








Loss on sale or disposal of property and equipment











0.5Non-cash interest accretion











17.5Non-cash equity compensation expense


1.9








9.0Amortization and write-off of debt issuance costs


4.8








31.0Deferred income tax benefit


(65.8
)


(1.9
)



(10.4
)Provision for doubtful accounts


1.4








1.0Changes in working capital, net of business acquisitions:Trade accounts receivable


(31.8
)







(14.1
)Other receivables


14.9








6.0Inventories


2.8








(9.7
)Other assets


(3.5
)







0.9Accounts payable


0.3








15.2Accrued expenses and other long-term liabilities


(5.3
)


1.2




16.3Net cash (used in) provided by operating activities


(19.2
)


(3.4
)



57.0Cash flows from investing activities:Merger consideration, net of cash acquired of $135.8






(3,592.7
)



Net change in compensating cash balance  investing






(210.2
)



Acquisitions of other businesses and transaction costs


(31.4
)







(19.4
)Capital expenditures


(17.5
)







(15.7
)Proceeds from sales of property and equipment


8.4








2.2Net cash used in investing activities


(40.5
)


(3,802.9
)



(32.9
)Cash flows from financing activities:Proceeds from debt


193.9



2,613.8




0.1Repayment of debt


(152.6
)







(21.4
)Issuance of common stock to parent, net of expenses






1,353.8




Net change in bank overdrafts


10.2








0.5Net change in compensating cash balance  financing


(11.8
)


(25.5
)



(7.8
)Proceeds from equity and stock incentive plans


1.3








0.2Debt issuance costs


(1.2
)


(58.7
)



(0.6
)Acquisitions of treasury stock











(0.7
)Net cash provided by (used in) financing activities


39.8



3,883.4




(29.7
)Effect of exchange rate changes on cash


1.4








2.0Net (decrease) increase in cash and cash equivalents


(18.5
)


77.1




(3.6
)Cash and cash equivalents beginning of period


45.0








139.4Cash and cash equivalents end of period

$
26.5


$
77.1



$
135.8Supplemental disclosures of cash flow information:Cash paid during the period for:Interest

$
125.9


$
3.4



$
51.8Income taxes paid, net

$
12.6


$




$
14.1    5




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIESNotes to Condensed Consolidated Financial
    StatementsJune 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  (1)
    Background,
    Nature of Operations and Basis of Presentation  (a)  Background
  and/or
    (b)  Nature
    of Operations
  on-site
  (c)  Basis
    of Presentation
     6




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Form 10-K
      (2)
    New
    Accounting Standards  (a)
    Recently
    Adopted Accounting Standards  Fair Value
    Measurements FAS 157-1, Accounting for Leases FAS 157-2,
  The Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 115 instrument-by-instrument
  (b)
    Recently
    Issued Accounting Standards  Business Combinations
 7




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  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
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  (3)
    Fair
    Value Measurements  (a)  Adoption
    of SFAS 157
   8




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##### Table of Contents



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




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 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 and the related 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), which is a Netherlands-based
    scientific laboratory supply distributor.
    On April 1, 2008, we acquired Jencons (Scientific) Limited
    (Jencons), a scientific laboratory supply
    distributor. Based in the UK, Jencons also has operations in
    Ireland, Kenya and the United States.    Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007Net sales

$
965.5


$
878.8


$
1,899.9


$
1,753.2Loss before income taxes


(13.9
)


(103.8
)


(110.9
)


(125.3
)Net loss


(9.7
)


(72.1
)


(65.5
)


(85.4
)    10




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 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


13.8



2.0







15.8Successor Acquisitions






21.7







21.7Currency translation changes


(2.4
)


66.1







63.7Balance at June 30, 2008

$
1,033.6


$
932.8


$
99.6


$
2,066.0     WeightedAverageAmortization


June 30,


December 31,Period (Years)


2008


2007Amortizable intangible assets:Customer relationships in North America (net of accumulated
    amortization of $37.5 and $18.8)


20.0


$
715.5


$
736.5Customer relationships in Europe (net of accumulated
    amortization of $27.0 and $12.4)


19.9



508.6



480.3Customer relationships in Science Education (net of accumulated
    amortization of $6.6 and $3.3)


20.0



124.4



127.7Chemical supply agreement (net of accumulated amortization of
    $9.0 and $4.2)


7.0



53.9



54.1Other (net of accumulated amortization of $3.3 and $1.5)


6.4



14.3



14.6Total amortizable intangible assets (net of accumulated
    amortization of $83.4 and $40.2)


19.3



1,416.7



1,413.2Indefinite-lived intangible assets:Trademarks and tradenames






990.9



963.8Total intangible assets, net





$
2,407.6


$
2,377.0    11




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
      Successor

Three Months Ended June 30, 2007

Successor

Six Months Ended June 30, 2007Three Months

Successor


Predecessor

Six Months

Successor


PredecessorEnded




April 1 -

Ended




January 1 -June 30, 2008

June 30, 2007


June 29, 2007

June 30, 2008

June 30, 2007


June 29, 2007$21.4

$
0.2



$
3.9


$
41.7


$
0.2



$
7.8   (6)
    Debt    June 30,


December 31,2008


2007Senior Secured Credit Facility

$
1,601.1


$
1,491.210.25%/11.25% Unsecured Senior Notes due 2015


675.0



675.010.75% Unsecured Senior Subordinated Notes due 2017


550.2



535.8Predecessor 8% Unsecured Senior Subordinated Notes due 2014


1.0



1.0Capital leases


6.5



5.5Other debt


100.8



88.9Total debt


2,934.6



2,797.4Less short-term portion


(143.4
)


(89.8
)Total long-term portion

$
2,791.2


$
2,707.6   (a)  Senior
    Secured Credit Facility
    £
   12




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##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  (b)  Senior
    Notes and Senior Subordinated Notes
      (c)  Other
    Debt
    (d)  Other
    (7)
    Other
    Income (Expense)       13




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  (8)
    Defined
    Benefit Plans  Non-U.S. plans
  Three Months Ended June 30,US Plan


German, French and UK PlansSuccessor


Successor



Predecessor


Successor


Successor



PredecessorApril 1 -









April 1 -2008


June 30, 2007



June 29, 2007


2008


June 30, 2007



June 29, 2007Service cost

$
0.9


$




$
0.5


$
0.8


$




$
0.7Interest cost


2.2








2.2



1.5








1.3Expected return on plan assets


(2.1
)







(2.7
)


(1.2
)







(1.2
)Recognized net actuarial loss
























0.1Net periodic pension cost

$
1.0


$




$



$
1.1


$




$
0.9   Six Months Ended June 30,US Plan


German, French and UK PlansSuccessor


Successor



Predecessor


Successor


Successor



PredecessorJanuary 1 -









January 1 -2008


June 30, 2007



June 29, 2007


2008


June 30, 2007



June 29, 2007Service cost

$
1.2


$




$
1.0


$
1.6


$




$
1.4Interest cost


4.4








4.4



2.9








2.5Expected return on plan assets


(4.1
)







(5.4
)


(2.4
)







(2.4
)Recognized net actuarial loss
























0.2Net periodic pension cost

$
1.5


$




$



$
2.1


$




$
1.7     Non-U.S. plans
  (9)
    Share-Based
    Compensation    Successor

Three Months Ended June 30, 2007

Successor

Six Months Ended June 30, 2007Three Months

Successor


Predecessor

Six Months

Successor


PredecessorEnded




April 1 -

Ended




January 1 -June 30, 2008

June 30, 2007


June 29, 2007

June 30, 2008

June 30, 2007


June 29, 2007$
0.8


$




$
8.4


$
1.9


$




$
9.0  14




---



##### Table of Contents



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




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
    (11)
    Comprehensive
    Income (Loss)    Three Months Ended June 30, 2007Successor


Successor



PredecessorThree Months Ended






April 1 -June 30, 2008


June 30, 2007



June 29, 2007Net loss

$
(9.7
)

$
(2.9
)


$
(38.5
)Other comprehensive income (loss):Foreign currency translation adjustments


(4.8
)







19.8Unrealized gain (loss) on derivatives, net of taxes of $(10.4)
    in 2008


15.7








(1.1
)Amortization of realized loss on derivatives, net of taxes of
    $(0.1)


0.3








Comprehensive income (loss)

$
1.5


$
(2.9
)


$
(19.8
)   Six Months Ended June 30, 2007Successor


Successor



PredecessorSix Months Ended






January 1 -June 30, 2008


June 30, 2007



June 29, 2007Net loss

$
(66.5
)

$
(2.9
)


$
(25.6
)Other comprehensive income (loss):Foreign currency translation adjustments


107.3








25.8Unrealized gain (loss) on derivatives, net of taxes of $(5.0) in
    2008


6.6








(1.1
)Amortization of realized loss on derivatives, net of taxes of
    $(0.3)


0.5








Comprehensive income (loss)

$
47.9


$
(2.9
)


$
(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)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
      (13)
    Segment
    Financial Information      Three Months Ended June 30, 2007Successor


Successor



PredecessorThree Months Ended






April 1 -June 30, 2008


June 30, 2007



June 29, 2007Net salesNorth American Lab

$
530.6


$




$
502.3European Lab


397.4








316.8Science Education


37.5








37.1Total

$
965.5


$




$
856.2Operating income (loss)North American Lab

$
24.8


$
(0.1
)


$
18.8European Lab


21.6



(0.1
)



18.9Science Education


1.0








3.3Merger expenses











(36.4
)Total


47.4



(0.2
)



4.6Interest income


1.5








1.6Interest expense


(64.6
)


(4.6
)



(64.4
)Other income (expense), net


1.8








3.4Loss before income taxes

$
(13.9
)

$
(4.8
)


$
(54.8
)  17




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Six Months Ended June 30, 2007Successor


Successor



PredecessorSix Months Ended






January 1 -June 30, 2008


June 30, 2007



June 29, 2007Net salesNorth American Lab

$
1,054.0


$




$
1,003.7European Lab


770.1








630.4Science Education


64.0








65.2Total

$
1,888.1


$




$
1,699.3Operating income (loss)North American Lab

$
50.1


$
(0.1
)


$
51.8European Lab


39.9



(0.1
)



41.8Science Education


(2.1
)







4.3Merger expenses











(36.8
)Total


87.9



(0.2
)



61.1Interest income


2.9








3.3Interest expense


(129.2
)


(4.6
)



(101.8
)Other income (expense), net


(73.2
)







3.5Loss before income taxes

$
(111.6
)

$
(4.8
)


$
(33.9
)   (14)
    Condensed
    Consolidating Financial Information     18




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Balance Sheet
    June 30, 2008 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyASSETSCash and cash equivalents

$
0.4


$
3.1


$
23.0


$



$
26.5Compensating cash balance






6.6



92.6







99.2Trade accounts receivable, net






204.5



329.6







534.1Inventories






164.6



136.3







300.9Other current assets


0.4



10.6



42.9







53.9Intercompany receivables


46.6



6.9







(53.5
)


Total current assets


47.4



396.3



624.4



(53.5
)


1,014.6Property and equipment, net






89.8



122.0







211.8Goodwill






1,063.3



1,002.7







2,066.0Other intangible assets, net






1,325.8



1,081.8







2,407.6Deferred income taxes


145.0







18.8



(145.0
)


18.8Investment in subsidiaries


3,073.7



1,975.3







(5,049.0
)


Other assets


57.0



6.7



9.2







72.9Intercompany loans


1,056.6



51.9



61.3



(1,169.8
)


Total assets

$
4,379.7


$
4,909.1


$
2,920.2


$
(6,417.3
)

$
5,791.7LIABILITIES AND STOCKHOLDERS EQUITYShort-term portion of debt and current portion of capital lease
    obligations

$
41.2


$
0.3


$
101.9


$



$
143.4Accounts payable






194.2



207.5







401.7Accrued expenses


38.7



55.8



102.4







196.9Intercompany payables


0.1



0.7



52.7



(53.5
)


Total current liabilities


80.0



251.0



464.5



(53.5
)


742.0Long-term debt and capital lease obligations


2,785.0



1.8



4.4







2,791.2Other long-term liabilities


12.8



25.3



61.2







99.3Deferred income taxes






462.1



340.2



(145.0
)


657.3Intercompany loans






1,096.0



73.8



(1,169.8
)


Total liabilities


2,877.8



1,836.2



944.1



(1,368.3
)


4,289.8Redeemable equity units


46.5















46.5Total stockholders equity


1,455.4



3,072.9



1,976.1



(5,049.0
)


1,455.4Total liabilities and stockholders equity

$
4,379.7


$
4,909.1


$
2,920.2


$
(6,417.3
)

$
5,791.7  19




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (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 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




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Statement of Operations
    Three Months Ended June 30, 2008 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet sales

$



$
495.2


$
474.4


$
(4.1
)

$
965.5Cost of goods sold






370.0



327.9



(4.1
)


693.8Gross profit






125.2



146.5







271.7Selling, general and administrative expenses


1.4



101.9



126.3



(5.3
)


224.3Operating (loss) income


(1.4
)


23.3



20.2



5.3



47.4Interest expense, net of interest income


(46.6
)


(15.2
)


(1.3
)






(63.1
)Other income (expense), net


3.5



5.9



(2.3
)


(5.3
)


1.8(Loss) income before income taxes and equity in earnings of
    subsidiaries


(44.5
)


14.0



16.6







(13.9
)Income tax benefit (provision)


16.6



(6.1
)


(6.3
)






4.2Equity in earnings of subsidiaries, net of tax


18.2



10.3







(28.5
)


Net (loss) income

$
(9.7
)

$
18.2


$
10.3


$
(28.5
)

$
(9.7
)  21




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Statement of Operations
    June 30, 2007 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet sales

$



$



$



$



$
Cost of goods sold


















Gross profit


















Selling, general and administrative expenses






0.1



0.1







0.2Operating loss






(0.1
)


(0.1
)






(0.2
)Interest expense, net of interest income


(4.6
)














(4.6
)Other income (expense), net


















Loss before income taxes and equity in earnings of subsidiaries


(4.6
)


(0.1
)


(0.1
)






(4.8
)Income tax benefit


1.9















1.9Equity in earnings of subsidiaries, net of tax


(0.2
)


(0.1
)






0.3



Net (loss) income

$
(2.9
)

$
(0.2
)

$
(0.1
)

$
0.3


$
(2.9
)  
  Condensed
    Consolidating Statement of Operations
    April 1 - June 29, 2007 (Predecessor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet sales

$



$
478.1


$
385.7


$
(7.6
)

$
856.2Cost of goods sold






364.7



268.1



(7.6
)


625.2Gross profit






113.4



117.6







231.0Selling, general and administrative expenses






95.4



100.4



(5.8
)


190.0Merger expenses


36.4















36.4Operating (loss) income


(36.4
)


18.0



17.2



5.8



4.6Interest expense, net of interest income


(13.8
)


(49.1
)


0.1







(62.8
)Other income (expense), net


0.2



5.9



3.1



(5.8
)


3.4(Loss) income before income taxes and equity in earnings of
    subsidiaries


(50.0
)


(25.2
)


20.4







(54.8
)Income tax benefit (provision)


13.8



10.8



(8.3
)






16.3Equity in earnings of subsidiaries, net of tax


(2.3
)


12.1







(9.8
)


Net (loss) income

$
(38.5
)

$
(2.3
)

$
12.1


$
(9.8
)

$
(38.5
)  22




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Statement of Operations
    Six Months Ended June 30, 2008 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet sales

$



$
974.7


$
927.0


$
(13.6
)

$
1,888.1Cost of goods sold






728.3



640.6



(13.6
)


1,355.3Gross profit






246.4



286.4







532.8Selling, general and administrative expenses


3.1



205.8



246.1



(10.1
)


444.9Operating (loss) income


(3.1
)


40.6



40.3



10.1



87.9Interest expense, net of interest income


(89.4
)


(34.5
)


(2.4
)






(126.3
)Other income (expense), net


(72.0
)


(2.3
)


11.2



(10.1
)


(73.2
)(Loss) income before income taxes and equity in earnings of
    subsidiaries


(164.5
)


3.8



49.1







(111.6
)Income tax benefit (provision)


63.1



(1.6
)


(16.4
)






45.1Equity in earnings of subsidiaries, net of tax


34.9



32.7







(67.6
)


Net (loss) income

$
(66.5
)

$
34.9


$
32.7


$
(67.6
)

$
(66.5
)  23




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Statement of Operations
    June 30, 2007 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet sales

$



$



$



$



$
Cost of goods sold


















Gross profit


















Selling, general and administrative expenses






0.1



0.1







0.2Operating (loss) income






(0.1
)


(0.1
)






(0.2
)Interest expense, net of interest income


(4.6
)














(4.6
)Other income (expense), net


















(Loss) income before income taxes and equity in earnings of
    subsidiaries


(4.6
)


(0.1
)


(0.1
)






(4.8
)Income tax benefit (provision)


1.9















1.9Equity in earnings of subsidiaries, net of tax


(0.2
)


(0.1
)






0.3



Net (loss) income

$
(2.9
)

$
(0.2
)

$
(0.1
)

$
0.3


$
(2.9
)  
  Condensed
    Consolidating Statement of Operations
    January 1 - June 29, 2007 (Predecessor)
  Subsidiary


Non-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)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Statement of Cash Flows
    Six Months Ended June 30, 2008 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet cash (used in) provided by operating activities

$
(90.6
)

$
55.8


$
15.6


$



$
(19.2
)Cash flows from investing activities:Intercompany investing transactions


48.4



(24.0
)






(24.4
)


Acquisitions of other businesses and transaction costs










(31.4
)






(31.4
)Capital expenditures






(10.9
)


(6.6
)






(17.5
)Proceeds from sales of property and equipment






0.3



8.1







8.4Net cash provided by (used in) investing activities


48.4



(34.6
)


(29.9
)


(24.4
)


(40.5
)Cash flows from financing activities:Intercompany financing transactions






(48.4
)


24.0



24.4



Proceeds from debt


193.3







0.6







193.9Repayment of debt


(151.9
)






(0.7
)






(152.6
)Other financing activities, net


0.1



14.2



(15.8
)






(1.5
)Net cash provided by (used in) financing activities


41.5



(34.2
)


8.1



24.4



39.8Effect of exchange rate changes on cash










1.4







1.4Net decrease in cash and cash equivalents


(0.7
)


(13.0
)


(4.8
)






(18.5
)Cash and cash equivalents beginning of period


1.1



16.1



27.8







45.0Cash and cash equivalents end of period

$
0.4


$
3.1


$
23.0


$



$
26.5  25




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 30, 2008
    (Dollars in millions, except share data)
    (Unaudited)
  Condensed
    Consolidating Statement of Cash Flows
    June 30, 2007 (Successor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet cash used in operating activities

$
(3.4
)

$



$



$



$
(3.4
)Cash flows from investing activities:Allocation of cash balances


(77.1
)


22.1



55.0







Merger consideration, net of cash acquired of $135.8


(3,592.7
)














(3,592.7
)Net change in compensating cash balance  investing


(210.2
)














(210.2
)Net cash (used in) provided by investing activities


(3,880.0
)


22.1



55.0







(3,802.9
)Cash flows from financing activities:Proceeds from debt


2,613.8















2,613.8Issuance of common stock to parent, net of expenses


1,353.8















1,353.8Other financing activities, net


(84.2
)














(84.2
)Net cash provided by financing activities


3,883.4















3,883.4Effect of exchange rate changes on cash


















Net increase in cash and cash equivalents






22.1



55.0







77.1Cash and cash equivalents beginning of period


















Cash and cash equivalents end of period

$



$
22.1


$
55.0


$



$
77.1  
  Condensed
    Consolidating Statement of Cash Flows
    January 1 - June 29, 2007 (Predecessor)
  Subsidiary


Non-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
)Acquisitions 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




---



##### Table of Contents



VWR
    FUNDING, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Continued)
    June 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
  Form 10-Q Form 10-Q
  Form 10-K
  
    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.  Form 10-Q
  Form 10-Q.
  Overview
  Form 10-Q
   28




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##### Table of Contents



Form 10-K
      
    the effects of the Merger, including increased depreciation and
    amortization and increased interest expense in the 2008 periods
    and the recognition of certain Merger expenses in the 2007
    periods;
    acquisitions of certain businesses within our European Lab
    segment;
    foreign currency exchange rates;
    foreign currency translation, including our recognition of a net
    unrealized translation loss during the six months ended
    June 30, 2008; and
    a change in the number of billing days during the first and
    second quarter of 2008.      
    rising freight costs due to continued increases in fuel
    prices; and
    rising product prices from our suppliers. 29




---



##### Table of Contents



Factors
    Affecting Our Operating Results
  Effects
    of Merger
      Form 10-Q Form 10-K
  Acquisitions
    Product/ServiceAcquisition Date

Entity Name

Offering

Location

Business SegmentApril 2, 2007

KMF Laborchemie

Laboratory supply,

Germany

European LabHandels GmbH (KMF)

including chemicaland consumableproductsJuly 2, 2007

Bie & Berntsen

Laboratory supply

Denmark

European LabA-S (B&B)November 1, 2007

Omnilabo

Laboratory supply

Netherlands

European LabInternational B.V.(Omnilabo)April 1, 2008

Jencons (Scientific)

Laboratory supply

United Kingdom

European LabLimited (Jencons)     Foreign
    Currency
   30




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##### Table of Contents



Basis
    of Financial Statement Presentation
  Form 10-Q
  Three Months Ended June 30, 2007Successor



PredecessorApril 1-June 30, 2007



June 29, 2007


CombinedNet sales

$




$
856.2


$
856.2Cost of goods sold







625.2



625.2Gross profit







231.0



231.0Selling, general and administrative expenses


0.2




190.0



190.2Merger expenses







36.4



36.4Operating income (loss)


(0.2
)



4.6



4.4Interest income







1.6



1.6Interest expense


(4.6
)



(64.4
)


(69.0
)Other income (expense), net







3.4



3.4Loss before income taxes


(4.8
)



(54.8
)


(59.6
)Income tax benefit


1.9




16.3



18.2Net loss

$
(2.9
)


$
(38.5
)

$
(41.4
)   31




---



##### Table of Contents



Six Months Ended June 30, 2007Successor



PredecessorJanuary 1-June 30, 2007



June 29, 2007


CombinedNet sales

$




$
1,699.3


$
1,699.3Cost of goods sold







1,230.1



1,230.1Gross profit







469.2



469.2Selling, general and administrative expenses


0.2




371.3



371.5Merger expenses







36.8



36.8Operating income (loss)


(0.2
)



61.1



60.9Interest income







3.3



3.3Interest expense


(4.6
)



(101.8
)


(106.4
)Other income (expense), net







3.5



3.5Loss before income taxes


(4.8
)



(33.9
)


(38.7
)Income tax benefit


1.9




8.3



10.2Net loss

$
(2.9
)


$
(25.6
)

$
(28.5
)     Results
    of Operations
  Net
    Sales
    Three Months Ended June 30,


Six Months Ended June 30,Change








Change2008


2007(1)


Amount


%


2008


2007(1)


Amount


%North American Lab

$
530.6


$
502.3


$
28.3



5.6
%

$
1,054.0


$
1,003.7


$
50.3



5.0
%European Lab


397.4



316.8



80.6



25.4
%


770.1



630.4



139.7



22.2
%Science Education


37.5



37.1



0.4



1.1
%


64.0



65.2



(1.2
)


(1.8
)%Total

$
965.5


$
856.2


$
109.3



12.8
%

$
1,888.1


$
1,699.3


$
188.8



11.1
%     (1)
    
    Represents the mathematical sum of the 2007 predecessor periods
    (April 1 - June 29, 2007 and January 1 -
    June 29, 2007) and successor period (June 30,
    2007), without pro-forma adjustment. 32




---



##### Table of Contents



33




---



##### Table of Contents



Gross
    Profit
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007(2)


2008


2007(2)Gross profit

$
271.7


$
231.0


$
532.8


$
469.2Percentage of net sales (gross margin)


28.1
%


27.0
%


28.2
%


27.6
%     (2)
    
    Represents the mathematical sum of the 2007 predecessor periods
    (April 1 - June 29, 2007 and January 1 -
    June 29, 2007) and successor period (June 30,
    2007), without pro-forma adjustment.      Selling,
    General, and Administrative Expenses
    Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007SG&A expenses, as reported(3)

$
224.3


$
190.2


$
444.9


$
371.5Percentage of net sales, as reported


23.2
%


22.2
%


23.6
%


21.9
%Depreciation and amortization(4)






17.8







35.2Other adjustments(5)






(7.2
)






(6.3
)SG&A expenses, as adjusted

$
224.3


$
200.8


$
444.9


$
400.4Percentage of net sales, as adjusted


23.2
%


23.5
%


23.6
%


23.6
%     (3)
    
    Represents the mathematical sum of the 2007 predecessor periods
    (April 1 - June 29, 2007 and January 1 -
    June 29, 2007) and successor periods (June 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. 34




---



##### Table of Contents



(5)
    
    Represents incremental pro-forma adjustments associated with
    share-based compensation, management and board service fees and
    senior executive salaries. The three and six months ended
    June 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.    Merger
    Expenses
    Operating
    Income (Loss)
    Three Months Ended June 30,% of





% of2008


Net Sales


2007


Net SalesOperating income (loss), as reported:(6)North American Lab

$
24.8



4.7
%

$
18.7



3.7
%European Lab


21.6



5.4
%


18.8



5.9
%Science Education


1.0



2.7
%


3.3



8.9
%Merger expenses










(36.4
)Total


47.4



4.9
%


4.4



0.5
%SG&A adjustments:(7)North American Lab










(3.4
)European Lab










(6.3
)Science Education










(0.9
)Total










(10.6
)Operating income (loss), as adjusted:North American Lab


24.8



4.7
%


15.3



3.0
%European Lab


21.6



5.4
%


12.5



3.9
%Science Education


1.0



2.7
%


2.4



6.5
%Merger expenses










(36.4
)Total

$
47.4



4.9
%

$
(6.2
)


(0.7
)%   35




---



##### Table of Contents



Six Months Ended June 30,% of





% of2008


Net Sales


2007


Net SalesOperating income (loss), as reported:(6)North American Lab

$
50.1



4.8
%

$
51.7



5.2
%European Lab


39.9



5.2
%


41.7



6.6
%Science Education


(2.1
)


(3.3
)%


4.3



6.6
%Merger expenses










(36.8
)Total


87.9



4.7
%


60.9



3.6
%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


50.1



4.8
%


39.1



3.9
%European Lab


39.9



5.2
%


27.6



4.4
%Science Education


(2.1
)


(3.3
)%


2.1



3.2
%Merger expenses










(36.8
)Total

$
87.9



4.7
%

$
32.0



1.9
%     (6)
    
    Represents the mathematical sum of the 2007 predecessor periods
    (April 1 - June 29, 2007 and January 1 -
    June 29, 2007) and successor period (June 30,
    2007), by segment, without pro-forma adjustment.(7)
    
    See notes (4) and (5) above for explanation of these
    pro-forma adjustments.       36




---



##### Table of Contents



Interest
    Expense, Net of Interest Income
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Interest income

$
1.5


$
1.6


$
2.9


$
3.3Interest expense


(64.6
)


(69.0
)


(129.2
)


(106.4
)Interest expense, net, as reported(8)


(63.1
)


(67.4
)


(126.3
)


(103.1
)Interest expense adjustments(9)






(27.0
)






(53.2
)Interest expense, net, as adjusted

$
(63.1
)

$
(94.4
)

$
(126.3
)

$
(156.3
)     (8)
    
    Represents the mathematical sum of the 2007 predecessor periods
    (April 1 - June 29, 2007 and January 1 -
    June 29, 2007) and successor period (June 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 June 30, 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
   37




---



##### Table of Contents



Form 10-Q,
  Liquidity
    and Capital Resources
        Form 10-Q,
           38




---



##### Table of Contents



Historical
    Cash Flows
    Six Months  Ended  June 30,2008


2007Cash flow from operations, excluding working capital

$
3.4


$
37.8Cash flow from working capital changes, net


(22.6
)


15.8Cash flow from operations

$
(19.2
)

$
53.6         Contractual
    Obligations
  Form 10-Q, Form 10-K
  Commitments
    and Contingencies
  Form 10-K Form 10-Q.
 39




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Form 10-K
  Form 10-Q, FSP 157-2.
  New
    Accounting Standards
  Form 10-Q.
 40




---



##### Table of Contents



Item 3 
    Quantitative and Qualitative Disclosures about Market
    Risk  Form 10-K
  Interest
    Rate Risk
  Form 10-Q.
      Foreign
    Currency Exchange Rate Risk
   Item 4 
    Controls and Procedures  Rules 13a-15(e) 15d-15(e)
      Rules 13a-15(f) 15d-15(f))
 41




---



##### Table of Contents



Part II 
    OTHER INFORMATION Item 1 
    Legal Proceedings  Form 10-Q,
 Item 1A 
    Risk Factors  Form 10-K
 Item 4 
    Submission of Matters to a Vote of Security
    Holders  Re-election
    of Directors
   Item 6 
    Exhibits  ExhibitNumber

Description of Documents

Method of Filing10
.1

Amendment No. 3 to the VWR International Amended and
    Restated Retirement Plan

Filed herewith.10
.2

VWR International Amended and Restated Supplemental Benefits Plan

Filed herewith.31
.1

Certification of Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.31
.2

Certification of Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.32
.1

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




---



##### Table of Contents



SIGNATURE      By:
    /s/  Gregory
    L. Cowan   Title:
    Vice President and Corporate Controller     43




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Documents

Method of Filing10
.1

Amendment No. 3 to the VWR International Amended and
    Restated Retirement Plan

Filed herewith.10
.2

VWR International Amended and Restated Supplemental Benefits Plan

Filed herewith.31
.1

Certification of Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.31
.2

Certification of Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.32
.1

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