##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number: 333-124100
 
 VWR FUNDING, INC.
 (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
    
    19380PO. Box 2656
    
    (Zip code)West Chester, PA(Address of principal executive offices)
 Registrants telephone number, including area code:
(610) 431-1700
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
None
 Yes o No þ
 o þ
 þ o
 þ
  Large accelerated file o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE
 None




---



##### 



VWR FUNDING, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
 TABLE OF CONTENTS
 PagePART IITEM 1.
    
    BUSINESS
    
    1ITEM 1A.
    
    RISK FACTORS
    
    6ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    14ITEM 2.
    
    PROPERTIES
    
    15ITEM 3.
    
    LEGAL PROCEEDINGS
    
    16ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    16PART IIITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    17ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    18ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
    
    20ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    42ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    43ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    99ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    99ITEM 9B.
    
    OTHER INFORMATION
    
    101PART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    101ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    106ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    124ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    127ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    130PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    131Exhibit 10.4(b)Exhibit 10.4(c)Exhibit 10.5(b)Exhibit 10.6(b)Exhibit 10.7(c)Exhibit 10.8(b)Exhibit 10.11(d)Exhibit 10.12Exhibit 12.1Exhibit 21.1Exhibit 24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  
   i




---



##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 Overview
      
    1




---



##### Table of Contents



Customers and Markets
      Products
   Services
   2




---



##### Table of Contents



Distribution Network
   Sales and Marketing
    Suppliers
       3




---



##### Table of Contents



Trademarks and Trade Names
   Competition
   Government Regulation
  Employees
  Environmental, Health and Safety Matters
   4




---



##### Table of Contents



Available Information
 www.sec.gov.
 www.vwr.com.
 Corporate Information
 www.vwr.com.
  5




---



##### Table of Contents



ITEM 1A. RISK FACTORS
 Our business is subject to a number of important risks and uncertainties that are described below.
You should carefully consider these risks and all other information included in this Annual Report
on Form 10-K .
 Risks Related to Our Capital Structure
 Our substantial indebtedness could have a material adverse effect on our financial condition and
prevent us from fulfilling our debt or contractual obligations.
  
    
    making it more difficult for us to satisfy our debt or contractual obligations;
    
    requiring us to dedicate a substantial portion of our cash flow from operations to debt
service payments, which would reduce the funds available for working capital, capital
expenditures, investments or acquisitions and other general corporate purposes;
    
    limiting our flexibility in planning for, or reacting to, changes in our business, future
business opportunities and the industry in which we operate;
    
    placing us at a competitive disadvantage compared to any of our less leveraged
competitors;
    
    increasing our vulnerability to a downturn in our business and both general and
industry-specific adverse economic conditions; and
    
    limiting our ability to obtain additional financing at a favorable cost of borrowing, or
if at all, to fund future working capital, capital expenditures, investments, acquisitions
or other general corporate requirements.
 Despite current indebtedness levels and restrictive covenants, we may incur additional indebtedness
in the future, which would intensify our leverage risks.
  Our debt agreements contain restrictions on our ability to operate our business and to pursue our
business strategies, and our failure to comply with, cure breaches of, or obtain waivers for
covenants could result in an acceleration of the due date of our indebtedness.
  
    
    incur additional indebtedness;
    
    pay dividends or make distributions in respect of our capital stock or to make certain
other restricted payments or investments;
    
    purchase or redeem stock;
    
    make investments or other specified restricted payments;
  6




---



##### Table of Contents




    
    create liens;
    
    sell assets and subsidiary stock;
    
    enter into transactions with affiliates; and
    
    enter into mergers, consolidations and sales of substantially all assets.
   We may not be able to generate sufficient cash flows or access sufficient additional capital to
meet our debt obligations or to fund our other liquidity needs.
  Our ability to make payments on our debt obligations depends on our ability to receive dividends,
payments or other distributions from our subsidiaries.
  
    
    operating difficulties;
    
    increased operating costs;
    
    decreased demand for the products and services we offer;
    
    market cyclicality;
    
    product prices;
  7




---



##### Table of Contents




    
    the response of competitors;
    
    regulatory developments;
    
    failure to successfully integrate acquisitions; and
    
    delays in implementing or our inability to fund strategic projects.
  A change in the control of the Company could require us to repay certain of our outstanding
indebtedness, and we may be unable to do so.
  The interests of our controlling stockholders may conflict with your interests.
  Risks Related to Our Business
 Our business is affected by general economic conditions in the United States, Europe and the other
markets in which we operate, and the current global recession and instability in the capital and
credit markets could adversely impact our business in 2009 and for the foreseeable future.
  
    
    a reduction in orders and/or less favorable pricing or terms from new and existing
customers;
    
    the inability to expand our customer base in existing or new markets;
  8




---



##### Table of Contents




    
    difficulties in collecting accounts receivable;
    
    an increase in product prices from our suppliers that we are not able to pass through to
our customers;
    
    an acceleration of payment terms to our suppliers and/or the imposition of more restrictive
credit terms and other contractual requirements;
    
    a reduction in research and development spending by our customers, especially those in the
pharmaceutical and biotechnology industries;
    
    a decrease in the discretionary spending by schools and other customers to which we sell
products and services through our Science Education business;
    
    the inability to access additional capital or refinance existing indebtedness; and
    
    the need to record additional impairment charges against our goodwill and/or intangible and
other long-lived assets.
 The demand for our products depends on the level of our customers research and development and
other scientific endeavors. Our business, financial condition and results of operations may be
harmed if our customers spend less on these activities.
   The healthcare industry has and will continue to experience significant changes that could
adversely affect our business.
  
    
    development of large and sophisticated group purchasing organizations;
    
    consolidation, especially in the case of pharmaceutical companies;
    
    purchasing the products that we supply directly from manufacturers;
    
    the closing of domestic facilities and establishment of facilities at low-cost offshore
locations; and
    
    significant reductions in and/or outsourcing of research, development and production
activities, including outsourcing to low-cost offshore locations.
  9




---



##### Table of Contents



We compete in a highly competitive market. Failure to compete successfully could have a material
adverse effect on our business, financial condition and results of operations.
   Our business, financial condition and results of operations depend upon maintaining our
relationships with manufacturers.
      10




---



##### Table of Contents



A significant part of our growth strategy is to engage in acquisitions or business combinations,
which will subject us to a variety of risks that could harm our business.
  
    
    we may need to allocate substantial operational, financial and management resources in
integrating new businesses, technologies and products, and management may encounter
difficulties in integrating the operations, personnel or systems of the acquired businesses;
    
    future acquisitions or business combinations might have a material adverse effect on our
business relationships with customers or manufacturers, or both, and could lead to a
termination of, or otherwise affect our relationships with, such customers or manufacturers;
    
    we may assume substantial actual or contingent liabilities;
    
    we may incur substantial unanticipated costs or encounter other problems associated with
acquired businesses; and
    
    we may not be able to retain the key personnel, customers and suppliers of the acquired
business.
 The international scope of our operations may adversely affect our business.
  
    
    restrictions on foreign ownership of subsidiaries;
    
    tariffs and other trade barriers and restrictions;
    
    political risks;
    
    differing laws or administrative practices;
    
    local business practices that are inconsistent with local or U.S. law, such as the
U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA), or other applicable
anti-bribery regulations;
    
    disruptions in the efficiency and effectiveness of, and difficulty in overseeing
and managing, certain important administrative functions, including those that have been
or in the future may be transferred to our shared services center in Coimbatore, India;
    
    fluctuations in foreign currency exchange rates; and
    
    potentially adverse tax consequences of operating in multiple jurisdictions.
   11




---



##### Table of Contents



We have incurred in 2008 and may in the future incur impairment charges on our goodwill and intangible assets, which could negatively impact our results of operations.
    If we do not comply with existing government regulations or if we or our suppliers become subject
to more onerous government regulations, we could be adversely affected.
   If any of our operations are found not to comply with applicable antitrust or competition laws, our
business may suffer.
  We are subject to environmental, health and safety laws and regulations, and costs to comply with
such laws and regulations, or any liability or obligation imposed under such laws or regulations,
could negatively impact our business, financial condition and results of operations.
    12




---



##### Table of Contents



We are subject to product liability and other claims in the ordinary course of business.
   If we are unable to hire, train and retain key personnel, our business, financial condition and
results of operations could be adversely affected.
   We rely upon third parties to ship products to our customers and interruptions in their operations
could harm our business, financial condition and results of operations.
  Problems with or failure of our information services, its connectivity to our customers, suppliers
and certain service providers and the normal functioning of our telephone systems could
significantly disrupt our operations, which could reduce our customer or supplier base and could
harm our business, financial condition and results of operations.
   13




---



##### Table of Contents



We have not registered and in some cases do not own the existing applications and
registrations for our material trademarks or service marks in every country in which we do
business.
   We are subject to currency risks with respect to our international operations and certain
outstanding foreign-denominated debt.
  
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
   14




---



##### Table of Contents



ITEM 2. PROPERTIES
  Location
    
    Owned/Leased
    
    Size
    
    Type of FacilityBatavia, Illinois(1) *
    
    Owned
    
    300,000 sq. ft.
    
    DistributionBriare, France(2)
    
    Owned/Leased
    
    358,675 sq. ft.
    
    Distribution/Repackaging and MixingBridgeport, New Jersey(1) *
    
    Owned/Leased
    
    446,776 sq. ft.
    
    DistributionBrisbane, California(1)
    
    Leased
    
    248,280 sq. ft.
    
    DistributionBruchsal, Germany(2)
    
    Owned/Leased
    
    218,906 sq. ft.
    
    DistributionBuffalo, New York(3) *
    
    Owned
    
    127,000 sq. ft.
    
    Distribution/AssemblyCoimbatore, India(1)(2)(3)
    
    Leased
    
    33,022 sq. ft.
    
    Shared ServicesDarmstadt, Germany(2)
    
    Leased
    
    45,348 sq. ft.
    
    OfficesDebrecen, Hungary(2)
    
    Leased
    
    67,188 sq ft.
    
    Distribution/Repackaging and MixingDenver, Colorado(1)
    
    Leased
    
    130,091 sq. ft.
    
    DistributionDublin, Ireland(2)
    
    Leased
    
    77,067 sq. ft.
    
    DistributionHaasrode, Belgium(2)
    
    Owned
    
    201,447 sq. ft.
    
    Offices/Distribution/Repackaging and MixingKarlskoga, Sweden(2)
    
    Leased
    
    129,167 sq. ft.
    
    DistributionLutterworth, United Kingdom(2)
    
    Leased
    
    183,205 sq. ft.
    
    DistributionManati, Puerto Rico(1)
    
    Owned
    
    100,000 sq. ft.
    
    DistributionMexico City, Mexico(1)
    
    Leased
    
    63,948 sq. ft.
    
    DistributionMilan, Italy(2)
    
    Leased
    
    13,563 sq. ft.
    
    DistributionMississauga, Ontario, Canada(1)
    
    Leased
    
    114,000 sq. ft.
    
    DistributionMollet del Valles, Spain(2)
    
    Leased
    
    33,480 sq. ft.
    
    DistributionRochester, New York(3) *
    
    Owned
    
    339,060 sq. ft.
    
    Distribution/Manufacturing/AssemblySingapore(1)(2)
    
    Leased
    
    27,034 sq. ft.
    
    DistributionSt. Catharines, Ontario, Canada(3)
    
    Leased
    
    24,318 sq. ft.
    
    DistributionSuwanee, Georgia(1)
    
    Leased
    
    168,925 sq. ft.
    
    DistributionWest Chester, Pennsylvania(1)(3)
    
    Leased
    
    97,516 sq. ft.
    
    Offices
 
 *
    
    Subject to a mortgage lien under the Senior Secured Credit
Facility.(1)
    
    North American Lab(2)
    
    European Lab(3)
    
    Science Education    15




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   16




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIES
 Market Information
   Dividends
   Recent Sales and Purchases of Unregistered Equity Securities
      17




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
   Successor
    
    
    
    Predecessor
    
    
    
    Prior PredecessorYear Ended
    
    
    June 30 
    
    
    
    January 1 
    
    
    
    
    
    
    
    
    
    
    April 7 
    
    
    
    January 1 December 31,
    
    
    December 31,
    
    
    
    June 29,
    
    
    Year Ended December 31,
    
    
    December 31,
    
    
    
    April 6,2008
    
    
    2007
    
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    
    2004(Dollars in millions)Income Statement Data:Net sales
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
    
    
    $
    3,257.6
    
    
    $
    3,138.2
    
    
    $
    2,212.2
    
    
    
    $
    793.2Cost of goods sold
    
    
    2,693.8
    
    
    
    1,311.3
    
    
    
    
    1,230.1
    
    
    
    2,374.3
    
    
    
    2,334.5
    
    
    
    1,652.7
    
    
    
    
    588.0Gross profit
    
    
    1,065.4
    
    
    
    511.4
    
    
    
    
    469.2
    
    
    
    883.3
    
    
    
    803.7
    
    
    
    559.5
    
    
    
    
    205.2SG&A expenses(1)
    
    
    861.6
    
    
    
    408.5
    
    
    
    
    371.3
    
    
    
    693.3
    
    
    
    640.0
    
    
    
    455.6
    
    
    
    
    163.7Impairment charges (2)
    
    
    392.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Merger expenses (3)
    
    
    
    
    
    
    
    
    
    
    
    36.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restructuring charges(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )
    
    
    20.6
    
    
    
    
    
    
    
    
    Operating (loss) income
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1
    
    
    
    191.0
    
    
    
    143.1
    
    
    
    103.9
    
    
    
    
    41.5Interest expense, net(5)
    
    
    (283.9
    )
    
    
    (127.4
    )
    
    
    
    (98.5
    )
    
    
    (110.4
    )
    
    
    (104.0
    )
    
    
    (51.9
    )
    
    
    
    (5.6
    )Other income (expense), net(6)
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5
    
    
    
    (1.5
    )
    
    
    3.8
    
    
    
    2.1
    
    
    
    
    (0.1
    )(Loss) income before taxes and cumulative
effect of a change in accounting principal
    
    
    (450.1
    )
    
    
    (91.7
    )
    
    
    
    (33.9
    )
    
    
    79.1
    
    
    
    42.9
    
    
    
    54.1
    
    
    
    
    35.8Income tax benefit (provision)
    
    
    115.5
    
    
    
    42.7
    
    
    
    
    8.3
    
    
    
    (32.7
    )
    
    
    (20.9
    )
    
    
    (23.0
    )
    
    
    
    (15.1
    )Income (loss) before cumulative effect of a
change in accounting principal
    
    
    (334.6
    )
    
    
    (49.0
    )
    
    
    
    (25.6
    )
    
    
    46.4
    
    
    
    22.0
    
    
    
    31.1
    
    
    
    
    20.7Cumulative effect of a change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )
    
    $
    46.4
    
    
    $
    21.5
    
    
    $
    31.1
    
    
    
    $
    20.7Other Financial Data:Depreciation and amortization
    
    $
    116.1
    
    
    $
    53.2
    
    
    
    $
    19.4
    
    
    $
    41.4
    
    
    $
    33.9
    
    
    $
    25.8
    
    
    
    $
    8.9Capital expenditures
    
    
    29.7
    
    
    
    16.3
    
    
    
    
    15.7
    
    
    
    23.6
    
    
    
    18.4
    
    
    
    13.1
    
    
    
    
    3.3Gross profit as a percentage of net sales
    
    
    28.3
    %
    
    
    28.1
    %
    
    
    
    27.6
    %
    
    
    27.1
    %
    
    
    25.6
    %
    
    
    25.3
    %
    
    
    
    25.9
    %Balance Sheet Data:Cash and cash equivalents
    
    $
    42.0
    
    
    $
    45.0
    
    
    
    
    
    
    
    $
    139.4
    
    
    $
    126.1
    
    
    $
    116.9
    
    
    
    
    Total assets(7)
    
    
    5,084.9
    
    
    
    5,615.3
    
    
    
    
    
    
    
    
    2,646.2
    
    
    
    2,591.8
    
    
    
    2,553.4
    
    
    
    
    Total debt
    
    
    2,815.6
    
    
    
    2,797.4
    
    
    
    
    
    
    
    
    1,723.7
    
    
    
    1,451.8
    
    
    
    1,399.1
    
    
    
    
    Total stockholders equity
    
    
    1,008.4
    
    
    
    1,407.3
    
    
    
    
    
    
    
    
    62.9
    
    
    
    321.3
    
    
    
    338.6
    
    
    
    
    
  18




---



##### Table of Contents



(1)
    
    Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 Revised,
Share-Based Payment(SFAS 123R). The Company adopted SFAS 123R using the modified prospective transition method.
Compensation expense related to stock options of $3.8 million, $2.7 million, $9.0 million and $4.6 million is included in
selling, general and administrative (SG&A) expenses for the year ended December 31, 2008, for the periods June 30 through
December 31, 2007, January 1 through June 29, 2007 and for the year ended December 31, 2006, respectively. (2)
    
    During the fourth quarter of 2008, we recognized aggregate impairment charges of $392.1 million, relating to the impairment
of goodwill and intangible assets. See Note 3 included in Item 8  Financial Statements and Supplementary Data in this
Annual Report on Form 10-K.(3)
    
    Predecessor expenses associated with the Merger amounted to $36.8 million for the period January 1  June 29, 2007. These
expenses consisted of investment banking, legal, accounting and advisory fees related to the Merger. There were no Merger
expenses recognized after June 29, 2007.(4)
    
    During 2005, we recorded pre-tax restructuring charges aggregating $20.6 million to rationalize and streamline our operations.(5)
    
    As of January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements(SFAS 157). See Notes 2 and 14 included in Item 8
 Financial Statements and Supplementary Data in this Annual Report on Form 10-K.(6)
    
    As a result of the change in our capital structure related to the Merger, we have a significant amount of foreign-denominated
debt on our U.S. dollar-denominated balance sheet. Our net exchange gain of $22.1 million recorded during the year ended
December 31, 2008 is substantially related to our recognition of net unrealized gains associated with the weakening of the
Euro against the U.S. dollar. Our net exchange loss of $64.0 recorded
during the periods included in the year ended December 31, 2007 was
substantially related to our recognition of net unrealized losses associated with the strengthening of the Euro against the
U.S. dollar.(7)
    
    Effective January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for
Uncertainty in Income Taxes(FIN 48). At the date of adoption, we increased deferred tax assets by $1.3 million, decreased
goodwill by $1.6 million and decreased our reserves for uncertain tax positions by $0.3 million. See Note 11 included in
Item 8  Financial Statements and Supplementary Data in this Annual Report on Form 10-K.  19




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Cautionary Factors Regarding Forward-Looking Statements
   
    
    managements forecasts, plans and strategies;
    
    managements general expectations concerning the global laboratory supply industry;
    
    efficiencies and cost savings;
    
    income and margins;
    
    growth;
    
    economies of scale;
    
    the economy;
    
    future acquisitions and dispositions;
    
    litigation;
    
    potential and contingent liabilities;
    
    taxes; and
    
    liquidity.
  
    
    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, economic and credit and financial market 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;
    
    foreign currency exchange rate fluctuations; and
    
    our ability to generate sufficient funds to meet our debt obligations, capital
expenditure program requirements, ongoing operating costs, acquisition financing and working
capital needs.
  20




---



##### Table of Contents



Overview
     
    
    the effects of the Merger, including increased depreciation, amortization and interest
expense in 2008 and 2007 and the recognition of certain Merger expenses in 2007;
    
    our recognition of non-cash impairment charges during 2008 associated with goodwill and
intangible assets;
    
    acquisitions of certain businesses;
    
    changes in foreign currency exchange rates; and
    
    foreign currency translation, including our recognition of net unrealized translation
gains (losses).
  21




---



##### Table of Contents




    
    a reduction in customer 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 workforce
reductions, facility closures 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 to
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.
    Strategy
  Increase Productivity and Profitability.
 Expand Global Presence.
 Targeted Acquisitions and Efficient Integration.
 Improve Sourcing Strategy.
 Increase Sales of Private Label Products.
  22




---



##### Table of Contents



Factors Affecting Our Operating Results
 Effects of Merger
   Impairments of Goodwill and Intangible Assets
  Recent Acquisitions
  Acquisition Date
    
    Entity Name
    
    Product / Service Offering
    
    Location
    
    Business SegmentOctober 1, 2008
    
    Omnilab AG (Omnilab AG)
    
    Laboratory supply
    
    Switzerland
    
    European LabAugust 1, 2008
    
    Spektrum-3D Kft (Spektrum)
    
    Laboratory supply
    
    Hungary
    
    European LabApril 1, 2008
    
    Jencons (Scientific) Limited (Jencons)
    
    Laboratory supply
    
    United Kingdom
    
    European LabNovember 1, 2007
    
    Omnilabo International B.V. (Omnilabo BV)
    
    Laboratory supply
    
    Netherlands
    
    European LabJuly 2, 2007
    
    Bie & Berntsen A-S (B&B)
    
    Laboratory supply
    
    Denmark
    
    European LabApril 2, 2007
    
    KMF Laborchemie Handels GmbH (KMF)
    
    Laboratory supply, including chemical and consumable products
    
    Germany
    
    European LabOctober 2, 2006
    
    Sino Chemical Company (Pte.) Limited
    
    Laboratory supply, including chemicals, equipment and consumables
    
    Singapore
    
    North American Lab
   23




---



##### Table of Contents



Foreign Currency
    Seasonality and Inflation
   Basis of Financial Statement Presentation
   24




---



##### Table of Contents



Year Ended December 31, 2007Successor
    
    
    Predecessor
    
    
    CombinedNet sales
    
    $
    1,822.7
    
    
    $
    1,699.3
    
    
    $
    3,522.0Cost of goods sold
    
    
    1,311.3
    
    
    
    1,230.1
    
    
    
    2,541.4Gross profit
    
    
    511.4
    
    
    
    469.2
    
    
    
    980.6Selling, general and administrative expenses
    
    
    408.5
    
    
    
    371.3
    
    
    
    779.8Merger expenses
    
    
    
    
    
    
    36.8
    
    
    
    36.8Operating income
    
    
    102.9
    
    
    
    61.1
    
    
    
    164.0Interest income
    
    
    3.0
    
    
    
    3.3
    
    
    
    6.3Interest expense
    
    
    (130.4
    )
    
    
    (101.8
    )
    
    
    (232.2
    )Other income (expense), net
    
    
    (67.2
    )
    
    
    3.5
    
    
    
    (63.7
    )Loss before income taxes
    
    
    (91.7
    )
    
    
    (33.9
    )
    
    
    (125.6
    )Income tax benefit
    
    
    42.7
    
    
    
    8.3
    
    
    
    51.0Net loss
    
    $
    (49.0
    )
    
    $
    (25.6
    )
    
    $
    (74.6
    )
    Components of Revenues and Expenses
     25




---



##### Table of Contents



Results of Operations
 2008 Compared With 2007
 Net Sales
  Year Ended December 31,2008
    
    
    % Change
    
    
    2007(1)North American Lab
    
    $
    2,092.2
    
    
    
    3.7
    %
    
    $
    2,018.4European Lab
    
    
    1,503.4
    
    
    
    12.9
    %
    
    
    1,331.2Science Education
    
    
    163.6
    
    
    
    (5.1
    )%
    
    
    172.4Total
    
    $
    3,759.2
    
    
    
    6.7
    %
    
    $
    3,522.0
 
 (1)
    
    Represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without pro-forma adjustment.       26




---



##### Table of Contents



Gross Profit
  Year Ended December 31,2008
    
    
    2007(2)Gross profit
    
    $
    1,065.4
    
    
    $
    980.6Percentage of net sales (gross margin)
    
    
    28.3
    %
    
    
    27.8
    %
 
 (2)
    
    Represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without pro-forma adjustment.  SG&A Expenses
  Year Ended December 31,2008
    
    
    2007SG&A expenses, as reported(3)
    
    $
    861.6
    
    
    $
    779.8Percentage of net sales, as reported
    
    
    22.9
    %
    
    
    22.1
    %Depreciation and amortization(4)
    
    
    
    
    
    
    35.2Other adjustments(5)
    
    
    
    
    
    
    (6.3
    )SG&A expenses, as adjusted
    
    $
    861.6
    
    
    $
    808.7Percentage of net sales, as adjusted
    
    
    22.9
    %
    
    
    23.0
    %
 
 (3)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor
period (January 1 through June 29, 2007) and Successor period
(June 30 through December 31, 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 pro-forma adjustments associated with management and
board service fees and executive officer salaries. Also reflects a
pro-forma adjustment to exclude $7.9 million of share-based
compensation associated with the acceleration of unvested stock
options and restricted stock units as a result of the change in
control caused by the Merger.   27




---



##### Table of Contents



Impairment of Goodwill and Intangible Assets
  Merger Expenses
  Operating (Loss) Income
  Year Ended December 31,% of
    
    
    
    
    
    
    % of2008
    
    
    Net Sales
    
    
    2007
    
    
    Net SalesOperating (loss) income, as reported:(6)North American Lab
    
    $
    (95.3
    )
    
    
    (4.6
    )%
    
    $
    105.9
    
    
    
    5.2
    %European Lab
    
    
    2.8
    
    
    
    0.2
    %
    
    
    80.9
    
    
    
    6.1
    %Science Education
    
    
    (95.8
    )
    
    
    (58.6
    )%
    
    
    14.0
    
    
    
    8.1
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    n/m(188.3
    )
    
    
    (5.0
    )%
    
    
    164.0
    
    
    
    4.7
    %SG&A adjustments:(7)North American Lab
    
    
    
    
    
    
    
    
    
    
    (10.2
    )European Lab
    
    
    
    
    
    
    
    
    
    
    (15.9
    )Science Education
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    
    
    
    
    
    (28.9
    )Operating (loss) income, as adjusted:North American Lab
    
    
    (95.3
    )
    
    
    (4.6
    )%
    
    
    95.7
    
    
    
    4.7
    %European Lab
    
    
    2.8
    
    
    
    0.2
    %
    
    
    65.0
    
    
    
    4.9
    %Science Education
    
    
    (95.8
    )
    
    
    (58.6
    )%
    
    
    11.2
    
    
    
    6.5
    %Merger Expenses
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    n/m$
    (188.3
    )
    
    
    (5.0
    )%
    
    $
    135.1
    
    
    
    3.8
    %
 
 (6)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30 through
December 31, 2007) by segment, without pro-forma adjustment.(7)
    
    See notes (4) and (5) above for explanation of these pro-forma adjustments.  Impairment
    
    
    Foreign2007 operating
    
    
    of goodwill
    
    
    currencyincome (loss),
    
    
    & intangible
    
    
    and the
    
    
    Merger
    
    
Other

    
    
    2008 operatingas adjusted
    
    

assets
    
    

Acquisitions
    
    

expenses
    
    

(explained
below)
    
    

(loss) incomeNorth American Lab
    
    $
    95.7
    
    
    $
    (202.1
    )
    
    $
    (0.3
    )
    
    $
    
    
    
    $
    11.4
    
    
    $
    (95.3
    )European Lab
    
    
    65.0
    
    
    
    (88.0
    )
    
    
    8.1
    
    
    
    
    
    
    
    17.7
    
    
    
    2.8Science Education
    
    
    11.2
    
    
    
    (102.0
    )
    
    
    
    
    
    
    
    
    
    
    (5.0
    )
    
    
    (95.8
    )Merger expenses
    
    
    (36.8
    )
    
    
    
    
    
    
    
    
    
    
    36.8
    
    
    
    
    
    
    
    $
    135.1
    
    
    $
    (392.1
    )
    
    $
    7.8
    
    
    $
    36.8
    
    
    $
    24.1
    
    
    $
    (188.3
    )
  28




---



##### Table of Contents



Interest Expense, Net of Interest Income
  Year Ended December 31,2008
    
    
    2007Interest income(8)
    
    $
    5.7
    
    
    $
    6.3Interest expense(8)
    
    
    (289.6
    )
    
    
    (232.2
    )Interest expense, net, as reported
    
    
    (283.9
    )
    
    
    (225.9
    )Interest expense adjustments(9)
    
    
    
    
    
    
    (44.2
    )Interest expense, net, as adjusted
    
    $
    (283.9
    )
    
    $
    (270.1
    )
 
 (8)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor
period (January 1 through June 29, 2007) and Successor period
(June 30 through December 31, 2007), without pro-forma adjustment.(9)
    
    Reflects increased interest expense as a result of the new capital
structure. In determining these amounts, we used interest rates in
effect as of December 31, 2007, and included adjustments to
reflect the estimated effect of our interest rate swaps entered
into at the time of the Merger. For pro-forma purposes, interest
expense was reflected as if cash interest was paid on the Senior
Notes consistent with our actual elections to pay cash interest in
the year ended December 31, 2008 and the period from June 30 
December 31, 2007, but this is not necessarily indicative of the
actual method of payment that may be selected in future periods.   29




---



##### Table of Contents



Other Income (Expense), Net
  Income Taxes
    2007 Compared With 2006
 Net Sales
  Year Ended December 31,2007(1)
    
    
    % Change
    
    
    2006North American Lab
    
    $
    2,018.4
    
    
    
    2.7
    %
    
    $
    1,966.0European Lab
    
    
    1,331.2
    
    
    
    17.0
    %
    
    
    1,137.6Science Education
    
    
    172.4
    
    
    
    11.9
    %
    
    
    154.0Total
    
    $
    3,522.0
    
    
    
    8.1
    %
    
    $
    3,257.6
 (1)
    
    Represents the mathematical sum of the 2007
Predecessor period (January 1 through June 29, 2007)
and Successor period (June 30 through December 31,
2007), without pro-forma adjustment.    30




---



##### Table of Contents



Gross Profit
  Year Ended December 31,2007(2)
    
    
    2006Gross profit
    
    $
    980.6
    
    
    $
    883.3Percentage of net sales (gross margin)
    
    
    27.8
    %
    
    
    27.1
    %
 
 (2)
    
    Represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without pro-forma adjustment.  SG&A Expenses
  Year Ended December 31,2007
    
    
    2006SG&A expenses, as reported(3)
    
    $
    779.8
    
    
    $
    693.3Percentage of net sales, as reported
    
    
    22.1
    %
    
    
    21.3
    %Depreciation and amortization(4)
    
    
    35.2
    
    
    
    66.4Other adjustments(5)
    
    
    (6.3
    )
    
    
    1.1SG&A expenses, as adjusted
    
    $
    808.7
    
    
    $
    760.8Percentage of net sales, as adjusted
    
    
    23.0
    %
    
    
    23.4
    %
 
 (3)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor
period (January 1 through June 29, 2007) and Successor period
(June 30 through December 31, 2007), without pro-forma adjustment.(4)
    
    Reflects pro-forma adjustments had the Merger occurred on January
1, 2006. The increases in depreciation and amortization are the
result of increases in the fair value of our amortizable
intangible assets and property and equipment acquired, including
the revisions of estimated useful lives.(5)
    
    Represents incremental pro-forma adjustments associated with
share-based compensation, management and board service fees and
executive officer salaries. The year ended 2007 also reflects a
pro-forma adjustment to exclude $7.9 million of share-based
compensation associated with the acceleration of unvested stock
options and restricted stock units as a result of the change in
control caused by the Merger.  31




---



##### Table of Contents



Merger Expenses
  Operating Income
  Year Ended December 31,% of
    
    
    
    
    
    
    % of2007
    
    
    Net Sales
    
    
    2006
    
    
    Net SalesOperating income, as reported:(6)North American Lab
    
    $
    105.9
    
    
    
    5.2
    %
    
    $
    112.2
    
    
    
    5.7
    %European Lab
    
    
    80.9
    
    
    
    6.1
    %
    
    
    59.4
    
    
    
    5.2
    %Science Education
    
    
    14.0
    
    
    
    8.1
    %
    
    
    19.4
    
    
    
    12.6
    %Merger expenses
    
    
    (36.8
    )
    
    
    n/m
    
    
    
    164.0
    
    
    
    4.7
    %
    
    
    191.0
    
    
    
    5.9
    %SG&A adjustments:(7)North American Lab
    
    
    (10.2
    )
    
    
    
    
    
    
    (32.7
    )European Lab
    
    
    (15.9
    )
    
    
    
    
    
    
    (28.8
    )Science Education
    
    
    (2.8
    )
    
    
    
    
    
    
    (6.0
    )(28.9
    )
    
    
    
    
    
    
    (67.5
    )Operating income, as adjusted:North American Lab
    
    
    95.7
    
    
    
    4.7
    %
    
    
    79.5
    
    
    
    4.0
    %European Lab
    
    
    65.0
    
    
    
    4.9
    %
    
    
    30.6
    
    
    
    2.7
    %Science Education
    
    
    11.2
    
    
    
    6.5
    %
    
    
    13.4
    
    
    
    8.7
    %Merger expenses
    
    
    (36.8
    )
    
    
    n/m
    
    
    
    $
    135.1
    
    
    
    3.8
    %
    
    $
    123.5
    
    
    
    3.8
    %
 
 (6)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30 through
December 31, 2007) by segment, without pro-forma adjustment.(7)
    
    See notes (4) and (5) above for explanation of these pro-forma adjustments.  32




---



##### Table of Contents




    
    Adjusted operating income in our North American Lab segment for 2007 increased $16.2 million or
20.4% over 2006. Foreign currency increased adjusted operating income in 2007 by $0.5 million. In
2006, the Company recorded a $1.0 million restructuring credit. Excluding the effects of
foreign currency and the restructuring credit, adjusted operating income increased $16.7 million or
21.3% over 2006, from comparable operations. The increase was the result of an increase in
gross profit of $13.5 million and a decrease in adjusted SG&A expenses of $3.2 million.
 
    
    Adjusted operating income in our European Lab segment for 2007 increased $34.4 million or 112.4%
over 2006. Foreign currency and the acquisitions of KMF, B&B and
Omnilabo BV increased adjusted operating income in 2007 by $6.8 million. Adjusted operating income increased $27.6 million or 90.2%
over 2006, from comparable operations. The increase was the result of an increase in gross
profit of $28.1 million partially offset by an SG&A expenses increase of $0.5 million.
 
    
    Adjusted operating income in our Science Education segment for 2007 decreased $2.2 million or 16.4%
from 2006. This decrease was the result of an increase in SG&A expenses of $8.8 million
partially offset by a gross profit increase of $6.6 million.
 Interest Expense, Net of Interest Income
  Year Ended December 31,2007
    
    
    2006Interest income(8)
    
    $
    6.3
    
    
    $
    6.7Interest expense(8)
    
    
    (232.2
    )
    
    
    (117.1
    )Interest expense, net, as reported
    
    
    (225.9
    )
    
    
    (110.4
    )Interest expense adjustments(9)
    
    
    (44.2
    )
    
    
    (121.4
    )Interest expense, net, as adjusted
    
    $
    (270.1
    )
    
    $
    (231.8
    )
 
 (8)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor
period (January 1 through June 29, 2007) and Successor period
(June 30 through December 31, 2007), without pro-forma adjustment.(9)
    
    Reflects increased interest expense as a result of the new capital
structure. In determining these amounts, we used interest rates in
effect as of December 31, 2007, and included adjustments to
reflect the estimated effect of our interest rate swaps entered
into at the time of the Merger. For pro-forma purposes, interest
expense is reflected as if cash interest will be paid on the
Senior Notes for the relevant periods.  Other Income (Expense), Net
   33




---



##### Table of Contents



Income Taxes
   Liquidity and Capital Resources
       34




---



##### Table of Contents



Historical Cash Flows
  Operating Activities
  Year Ended December 31,2008
    
    
    2007(1)
    
    
    2006Cash flow from operations, excluding working capital
    
    $
    45.5
    
    
    $
    58.2
    
    
    $
    140.7Cash flow from working capital changes, net
    
    
    (36.8
    )
    
    
    18.2
    
    
    
    32.5Cash flow from operations
    
    $
    8.7
    
    
    $
    76.4
    
    
    $
    173.2
 
 (1)
    
    Represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without adjustment.     35




---



##### Table of Contents



Investing Activities
  Financing Activities
  Schedule of Contractual Obligations
  Total
    
    
    <1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    >5 yearsSenior Secured Credit Facility  term loans
    
    $
    1,450.1
    
    
    $
    7.2
    
    
    $
    29.0
    
    
    $
    29.0
    
    
    $
    1,384.9Senior Secured Credit Facility  revolving facility
    
    
    54.7
    
    
    
    54.7
    
    
    
    
    
    
    
    
    
    
    
    Senior Notes due 2015
    
    
    675.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    675.0Senior Subordinated Notes due 2017
    
    
    527.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    527.3Predecessor Senior Subordinated Notes due 2014
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0Interest(1)
    
    
    1,413.3
    
    
    
    216.3
    
    
    
    411.6
    
    
    
    413.5
    
    
    
    371.9Capital leases
    
    
    5.6
    
    
    
    1.2
    
    
    
    2.2
    
    
    
    1.7
    
    
    
    0.5Operating leases(2)
    
    
    164.3
    
    
    
    28.7
    
    
    
    50.7
    
    
    
    31.8
    
    
    
    53.1Compensating cash balance and other debt(3)
    
    
    101.9
    
    
    
    101.9
    
    
    
    
    
    
    
    
    
    
    
    Pension
obligations(4)
    
    
    35.2
    
    
    
    2.5
    
    
    
    2.9
    
    
    
    3.5
    
    
    
    26.3Other(5)
    
    
    12.7
    
    
    
    12.7
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    4,441.1
    
    
    $
    425.2
    
    
    $
    496.4
    
    
    $
    479.5
    
    
    $
    3,040.0
 
 (1)
    
    For purposes of calculating interest above, interest rates and
effects of foreign currency on the Senior Secured Credit Facility,
the Senior Subordinated Notes and our interest rate swap
arrangements were assumed to be unchanged from December 31, 2008
and we assumed cash interest will be paid on the Senior Notes and
Senior Subordinated Notes until maturity. In addition,
outstanding amounts under our multi-currency revolving loan
facility, a component of our Senior Secured Credit Facility, were
assumed to remain outstanding through the remaining term of the
multi-currency revolving loan facility (2013).(2)
    
    See Note 15 in Item 8  Financial Statements and Supplementary
Data of this Annual Report on Form 10-K, for further discussion
on our operating lease commitments.(3)
    
    Our compensating cash balance represents bank overdraft positions
of subsidiaries participating in our global cash pooling
arrangement with a third-party bank. Due to the nature of these
overdrafts, all amounts have been classified within the short-term
portion of debt at each period end. As of December 31, 2008, our
compensating cash balance was $100.7 million.(4)
    
    The amounts in the table
reflect estimated cash payments to be made by the Company over the
next five years and thereafter with respect to certain pension
obligations. The pension obligations are included
in other long-term liabilities on our balance sheet as of December
31, 2008.(5)
    
    Other includes $10.0 million related to cost saving actions
undertaken in January 2009 as well as $2.7 million related to the
funding of equity unit purchases by Holdings from terminated
management investors. See Item 5  Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities and Note 13 in Item 8  Financial Statements
and Supplementary Data of this Annual Report on Form 10-K, for
further discussion on the equity unit purchases by Holdings.  36




---



##### Table of Contents



Indebtedness
  Senior Secured Credit Facility. 
     37




---



##### Table of Contents



Senior Notes and Senior Subordinated Notes
  
  Interest Rate Swap Arrangements.   
 
  Compensating Cash Balance.
  38




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Goodwill and Intangible Assets.
         39




---



##### Table of Contents



Interest
Rate Swap Valuations. Fair Value Measurements
  Accounts Receivable and Reserves.
 Inventories.
 Rebates from Suppliers.
  40




---



##### Table of Contents



Agreements with Customers.
 Product Liability.
 Pension Plans.
 Income Taxes.
   Estimates and Other Accounting Policies.
  41




---



##### Table of Contents



New Accounting Standards
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
  
  Foreign Currency Exchange Rate Risk
     42




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  PageReport of Independent Registered Public Accounting Firm
    
    
    44Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    45Consolidated Statements of Operations for the year ended December 31,
2008, the periods included in the year ended December 31, 2007 and
for the year ended December 31, 2006
    
    
    46Consolidated Statements of Stockholders Equity and Other
Comprehensive Income (Loss) for the year ended December 31, 2008, the
periods included in the year ended December 31, 2007 and for the year
ended December 31, 2006
    
    
    47Consolidated Statements of Cash Flows for the year ended December 31,
2008, the periods included in the year ended December 31, 2007 and
for the year ended December 31, 2006
    
    
    49Notes to Consolidated Financial Statements
    
    
    50Schedule II  Valuation and Qualifying Accounts for the year ended
December 31, 2008, the periods included in the year ended
December 31, 2007 and for the year ended December 31, 2006
    
    
    137
  43




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
  Fair Value Measurements Accounting for
Uncertainty in Income Taxes
 
   44




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Balance Sheets
(Dollars in millions, except share data)
 December 31,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    42.0
    
    
    $
    45.0Compensating cash balance
    
    
    100.7
    
    
    
    87.4Trade
accounts receivable, less reserves of $10.1 and $12.0, respectively
    
    
    472.2
    
    
    
    479.0Other receivables
    
    
    34.4
    
    
    
    38.7Inventories
    
    
    284.8
    
    
    
    295.6Other current assets
    
    
    29.8
    
    
    
    24.4Total current assets
    
    
    963.9
    
    
    
    970.1Property and equipment, net
    
    
    190.1
    
    
    
    200.7Goodwill
    
    
    1,784.7
    
    
    
    1,964.8Other intangible assets, net
    
    
    2,012.9
    
    
    
    2,377.0Deferred income taxes
    
    
    14.2
    
    
    
    15.2Other assets
    
    
    119.1
    
    
    
    87.5Total assets
    
    $
    5,084.9
    
    
    $
    5,615.3Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    165.0
    
    
    $
    89.8Accounts payable
    
    
    356.5
    
    
    
    385.2Accrued expenses
    
    
    189.8
    
    
    
    187.6Total current liabilities
    
    
    711.3
    
    
    
    662.6Long-term debt and capital lease obligations
    
    
    2,650.6
    
    
    
    2,707.6Other long-term liabilities
    
    
    121.5
    
    
    
    104.1Deferred income taxes
    
    
    546.7
    
    
    
    690.5Total liabilities
    
    
    4,030.1
    
    
    
    4,164.8Redeemable equity units
    
    
    46.4
    
    
    
    43.2Commitments and contingences (Note 15)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
    
    
    (383.6
    )
    
    
    (49.0
    )Accumulated other comprehensive income
    
    
    31.6
    
    
    
    96.1Total stockholders equity
    
    
    1,008.4
    
    
    
    1,407.3Total liabilities, redeemable equity units and stockholders equity
    
    $
    5,084.9
    
    
    $
    5,615.3
   45




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Operations
(Dollars in millions)
 Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Net sales
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
    
    
    $
    3,257.6Cost of goods sold
    
    
    2,693.8
    
    
    
    1,311.3
    
    
    
    
    1,230.1
    
    
    
    2,374.3Gross profit
    
    
    1,065.4
    
    
    
    511.4
    
    
    
    
    469.2
    
    
    
    883.3Selling, general and administrative expenses
    
    
    861.6
    
    
    
    408.5
    
    
    
    
    371.3
    
    
    
    692.3Impairment of goodwill and intangible assets
    
    
    392.1
    
    
    
    
    
    
    
    
    
    
    
    
    Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    36.8
    
    
    
    Operating (loss) income
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1
    
    
    
    191.0Interest income
    
    
    5.7
    
    
    
    3.0
    
    
    
    
    3.3
    
    
    
    6.7Interest expense
    
    
    (289.6
    )
    
    
    (130.4
    )
    
    
    
    (101.8
    )
    
    
    (117.1
    )Other income (expense), net
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5
    
    
    
    (1.5
    )(Loss) income before income taxes
    
    
    (450.1
    )
    
    
    (91.7
    )
    
    
    
    (33.9
    )
    
    
    79.1Income tax benefit (provision)
    
    
    115.5
    
    
    
    42.7
    
    
    
    
    8.3
    
    
    
    (32.7
    )Net (loss) income
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )
    
    $
    46.4
   46




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Stockholders Equity and
Other Comprehensive Income (Loss)
(Dollars in millions, except share data)
 For the Period January 1, 2006  June 29, 2007 (Predecessor)
 Unamortized
    
    
    AccumulatedAdditional
    
    
    
    
    
    
    value of
    
    
    other
    
    
    Treasury stock,Common stock
    
    
    paid-in
    
    
    Retained
    
    
    restricted
    
    
    comprehensive
    
    
    at costShares
    
    
    Amount
    
    
    capital
    
    
    earnings
    
    
    stock issued
    
    
    income (loss)
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance at January 1, 2006
    
    
    5,779,178
    
    
    $
    0.1
    
    
    $
    268.0
    
    
    $
    43.6
    
    
    $
    (1.6
    )
    
    $
    12.7
    
    
    
    25,750
    
    
    $
    (1.5
    )
    
    $
    321.3Equity reclassification
    
    
    
    
    
    
    
    
    
    
    (1.6
    )
    
    
    
    
    
    
    1.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock in connection
with our Predecessor stock plan
    
    
    52,287
    
    
    
    
    
    
    
    3.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.8Exercise of stock options
    
    
    25,660
    
    
    
    
    
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.3Share-based compensation
    
    
    
    
    
    
    
    
    
    
    3.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.4Tax benefit related to stock options
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Make whole option payment recorded as
a reduction to equity, net of $4.7 tax
    
    
    
    
    
    
    
    
    
    
    (7.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.4
    )Reduction of common stock purchase
subject to guarantee agreement
    
    
    
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.1Cash distribution
    
    
    
    
    
    
    
    
    
    
    (255.2
    )
    
    
    (88.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (343.5
    )Stock dividend
    
    
    5,767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,730
    
    
    
    (2.7
    )
    
    
    (2.7
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4Minimum pension liability, net of $4.9 tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.4
    
    
    
    
    
    
    
    
    
    
    
    7.4Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32.5
    
    
    
    
    
    
    
    
    
    
    
    32.5Unrealized gain on derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    0.5Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86.8Impact of applying
SFAS 158, net of $1.5 tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.3
    )
    
    
    
    
    
    
    
    
    
    
    (2.3
    )Balance at December 31, 2006
    
    
    5,862,892
    
    
    
    0.1
    
    
    
    14.5
    
    
    
    1.7
    
    
    
    
    
    
    
    50.8
    
    
    
    59,480
    
    
    
    (4.2
    )
    
    
    62.9Issuance of common stock in connection
with our Predecessor stock plan
    
    
    1,757
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Exercise of stock options
    
    
    5,900
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Share-based compensation
    
    
    
    
    
    
    
    
    
    
    9.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.0Tax benefit related to stock options
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,200
    
    
    
    (0.7
    )
    
    
    (0.7
    )Comprehensive (loss) income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.6
    )Unrealized loss on derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.1
    )
    
    
    
    
    
    
    
    
    
    
    (1.1
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.8
    
    
    
    
    
    
    
    
    
    
    
    25.8Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )Balance at June 29, 2007
    
    
    5,870,549
    
    
    $
    0.1
    
    
    $
    24.0
    
    
    $
    (23.9
    )
    
    $
    
    
    
    $
    75.5
    
    
    
    66,680
    
    
    $
    (4.9
    )
    
    $
    70.8
   47




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Consolidated Statements of Stockholders Equity and Other Comprehensive Income (Loss)  (Continued)
(Dollars in millions, except share data)
 For the Period June 30, 2007  December 31, 2008 (Successor)
 AccumulatedAdditional
    
    
    
    
    
    
    otherCommon stock
    
    
    paid-in
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalOpening balance at June 30, 2007
    
    
    1,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock to parent, net of expenses
and redeemable equity units
    
    
    
    
    
    
    
    
    
    
    1,354.9
    
    
    
    
    
    
    
    
    
    
    
    1,354.9Tax benefit related to transaction fee
    
    
    
    
    
    
    
    
    
    
    10.2
    
    
    
    
    
    
    
    
    
    
    
    10.2Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    1.1Share-based compensation expense associated with our
parent company equity plan
    
    
    
    
    
    
    
    
    
    
    2.7
    
    
    
    
    
    
    
    
    
    
    
    2.7Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (8.7
    )
    
    
    
    
    
    
    
    
    
    
    (8.7
    )Comprehensive (loss) income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49.0
    )
    
    
    
    
    
    
    (49.0
    )Realized loss on derivatives, net of $4.6 tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.3
    )
    
    
    (7.3
    )Amortization of realized loss on derivatives, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    0.5Unrealized loss on derivatives, net of $9.4 tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14.0
    )
    
    
    (14.0
    )Minimum pension and postretirement liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    (0.4
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117.3
    
    
    
    117.3Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47.1Balance at December 31, 2007
    
    
    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
    
    
    
    
    
    
    
    
    
    
    3.8
    
    
    
    
    
    
    
    
    
    
    
    3.8Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (5.9
    )
    
    
    
    
    
    
    
    
    
    
    (5.9
    )Comprehensive (loss) income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (334.6
    )
    
    
    
    
    
    
    (334.6
    )Unrealized gain on derivatives, net of $(5.5) tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.7
    
    
    
    8.7Amortization
of realized loss on derivatives, net of $(1.5) tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.9
    
    
    
    1.9Minimum
pension and postretirement asset, net of $(22.0) tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32.1
    
    
    
    32.1Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (107.2
    )
    
    
    (107.2
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (399.1
    )Balance at December 31, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.4
    
    
    $
    (383.6
    )
    
    $
    31.6
    
    
    $
    1,008.4
   48




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
(Dollars in millions)
 Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Cash flows from operating activities:Net (loss) income
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )
    
    $
    46.4Adjustments to reconcile net (loss) income to net cash
provided by operating activities:Depreciation and amortization
    
    
    116.1
    
    
    
    53.2
    
    
    
    
    19.4
    
    
    
    41.4Net unrealized translation (gain) loss
    
    
    (30.1
    )
    
    
    67.1
    
    
    
    
    
    
    
    
    Net unrealized loss on interest rate swaps
    
    
    35.4
    
    
    
    
    
    
    
    
    
    
    
    
    Impairment of goodwill and intangible assets
    
    
    392.1
    
    
    
    
    
    
    
    
    
    
    
    
    Non-cash interest accretion
    
    
    
    
    
    
    
    
    
    
    
    17.5
    
    
    
    32.6Non-cash equity compensation expense
    
    
    3.8
    
    
    
    2.7
    
    
    
    
    9.0
    
    
    
    3.4Amortization and write-off of debt issuance costs
    
    
    9.6
    
    
    
    4.8
    
    
    
    
    31.0
    
    
    
    5.9Deferred income tax (benefit) provision
    
    
    (150.9
    )
    
    
    (60.3
    )
    
    
    
    (15.7
    )
    
    
    5.4Other, net
    
    
    4.1
    
    
    
    2.6
    
    
    
    
    1.5
    
    
    
    5.6Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (11.7
    )
    
    
    21.7
    
    
    
    
    (14.1
    )
    
    
    (27.3
    )Inventories
    
    
    2.4
    
    
    
    (3.6
    )
    
    
    
    (9.7
    )
    
    
    20.3Other current and non-current assets
    
    
    (0.1
    )
    
    
    (12.6
    )
    
    
    
    6.9
    
    
    
    (10.1
    )Accounts payable
    
    
    (22.3
    )
    
    
    (23.0
    )
    
    
    
    15.2
    
    
    
    27.9Accrued expenses and other liabilities
    
    
    (5.1
    )
    
    
    15.8
    
    
    
    
    21.6
    
    
    
    21.7Net cash provided by operating activities
    
    
    8.7
    
    
    
    19.4
    
    
    
    
    57.0
    
    
    
    173.2Cash flows from investing activities:Merger consideration, net of cash acquired of $135.8
    
    
    
    
    
    
    (3,802.9
    )
    
    
    
    
    
    
    
    Acquisitions of businesses and other intangible assets
    
    
    (54.2
    )
    
    
    (36.1
    )
    
    
    
    (19.4
    )
    
    
    (5.9
    )Capital expenditures
    
    
    (29.7
    )
    
    
    (16.3
    )
    
    
    
    (15.7
    )
    
    
    (23.6
    )Proceeds from sales of property and equipment
    
    
    9.0
    
    
    
    1.2
    
    
    
    
    2.2
    
    
    
    5.4Net cash used in investing activities
    
    
    (74.9
    )
    
    
    (3,854.1
    )
    
    
    
    (32.9
    )
    
    
    (24.1
    )Cash flows from financing activities:Proceeds from debt
    
    
    381.7
    
    
    
    2,622.9
    
    
    
    
    0.1
    
    
    
    354.4Repayment of debt
    
    
    (319.2
    )
    
    
    (33.7
    )
    
    
    
    (21.4
    )
    
    
    (106.1
    )Issuance of common stock to parent, net of expenses
    
    
    
    
    
    
    1,353.8
    
    
    
    
    
    
    
    
    Net change in bank overdrafts
    
    
    14.7
    
    
    
    39.9
    
    
    
    
    0.5
    
    
    
    (55.7
    )Net change in compensating cash balance
    
    
    (13.3
    )
    
    
    (43.5
    )
    
    
    
    (7.8
    )
    
    
    22.3Proceeds from equity and stock incentive plans
    
    
    2.3
    
    
    
    1.1
    
    
    
    
    0.2
    
    
    
    4.8Debt issuance costs
    
    
    (1.2
    )
    
    
    (62.6
    )
    
    
    
    (0.6
    )
    
    
    (5.2
    )Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (343.5
    )Acquisition of treasury stock and make-whole payment
    
    
    
    
    
    
    
    
    
    
    
    (0.7
    )
    
    
    (10.1
    )Net cash provided by (used in) financing activities
    
    
    65.0
    
    
    
    3,877.9
    
    
    
    
    (29.7
    )
    
    
    (139.1
    )Effect of exchange rate changes on cash
    
    
    (1.8
    )
    
    
    1.8
    
    
    
    
    2.0
    
    
    
    3.3Net (decrease) increase in cash and cash equivalents
    
    
    (3.0
    )
    
    
    45.0
    
    
    
    
    (3.6
    )
    
    
    13.3Cash and cash equivalents beginning of period
    
    
    45.0
    
    
    
    
    
    
    
    
    139.4
    
    
    
    126.1Cash and cash equivalents end of period
    
    $
    42.0
    
    
    $
    45.0
    
    
    
    $
    135.8
    
    
    $
    139.4
   49




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Consolidated Financial Statements
(Dollars in millions, except share data)
 (1) Background, Nature of Operations and Basis of Presentation
        50




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (2) Summary of Significant Accounting Policies
  (a) Use of Estimates
  (b) Principles of Consolidation
  (c) Foreign Currency Translation
    Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Exchange gains (losses), net
    
    $
    22.1
    
    
    $
    (67.1
    )
    
    
    $
    3.1
    
    
    $
    (2.0
    )
   51




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (d) Cash and Cash Equivalents
   (e) Trade Accounts Receivable
   (f) Inventories
  December 31,2008
    
    
    2007Percent using LIFO method
    
    
    56
    %
    
    
    56
    %Amount less than current cost
    
    $
    6.2
    
    
    $
    
 (g) Property and Equipment
  (h) Impairment of Long-Lived Assets
   52




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (i) Goodwill and Intangible Assets
 st
   (j) Advertising
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Advertising expense
    
    $
    24.9
    
    
    $
    14.5
    
    
    
    $
    11.2
    
    
    $
    21.5
 (k) Revenue Recognition
     53




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (l) Income Taxes
   (m) Insurance
  (n) Pensions and Other Postretirement Plans
  (o) Share-Based Compensation
  (p) Financial Instruments and Derivatives
     54




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (q) Investments
  (r) Asset Retirement Obligations
  (s) Comprehensive Income (Loss)
   Year Ended December 31,2008
    
    
    2007Foreign currency translation adjustments
    
    $
    10.1
    
    
    $
    117.3Realized loss on derivatives, net of taxes of $8.1 and $4.2
    
    
    (13.7
    )
    
    
    (6.8
    )Unrealized
gain (loss) on derivatives, net of taxes of
$(1.6) and $9.4
    
    
    3.5
    
    
    
    (14.0
    )Retirement benefit plans, net of taxes of $(21.5) and $0.5
    
    
    31.7
    
    
    
    (0.4
    )$
    31.6
    
    
    $
    96.1
 (t) Supplemental Cash Flow Information
 Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Cash paid for interest
    
    $
    242.8
    
    
    $
    89.0
    
    
    
    $
    51.8
    
    
    $
    77.4Cash paid for income taxes, net
    
    
    28.1
    
    
    
    25.7
    
    
    
    
    14.1
    
    
    
    13.4
 (u) New Accounting Standards
  Fair Value Measurements
  55




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115
   Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB No. 51 Consolidated
Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activities
 Determination of the Useful Life of
Intangible Assets
 Employers Disclosures about
Postretirement Benefit Plan Assets
  56




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (v) Reclassifications
  (3) Impairment
     North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalAsset category:Indefinite-lived intangible assets
    
    $
    106.6
    
    
    $
    88.0
    
    
    $
    39.0
    
    
    $
    233.6Goodwill
    
    
    95.5
    
    
    
    
    
    
    
    63.0
    
    
    
    158.5Total impairment charges
    
    $
    202.1
    
    
    $
    88.0
    
    
    $
    102.0
    
    
    $
    392.1
   57




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (4) Business Combinations and Acquisitions
 (a) The Merger
  Merger consideration, including transaction costs of $108.8
    
    $
    4,002.0Net current assets
    
    
    (986.0
    )Property and equipment
    
    
    (188.3
    )Intangible assets acquired
    
    
    (2,331.9
    )Other assets
    
    
    (26.3
    )Current liabilities
    
    
    595.1Non-current liabilities
    
    
    83.9Deferred taxes
    
    
    783.6Goodwill
    
    $
    1,932.1
  (b) Successor Acquisitions
  
    
    On July 2, 2007, we acquired Bie & Berntsen A-S (B&B), a Danish scientific laboratory
supply distributor.
    
    On November 1, 2007, we acquired Omnilabo International B.V. (Omnilabo BV), 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.
    
    On August 1, 2008, we acquired Spektrum-3d Kft (Spektrum), a Hungarian-based scientific
laboratory supply distributor.
    
    On October 1, 2008, we acquired Omnilab AG (Omnilab), a Swiss scientific laboratory
supply distributor.
  Purchase price, including transaction costs
    
    $
    90.3Net tangible assets acquired
    
    
    (1.7
    )Intangible assets acquired
    
    
    (27.1
    )Goodwill
    
    $
    61.5
   58




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (c) Predecessor Acquisition
  (d) Pro-Forma Financial Information
  Year Ended December 31,2008
    
    
    2007(1)Net sales
    
    $
    3,787.3
    
    
    $
    3,626.2Loss before income taxes
    
    
    (447.4
    )
    
    
    (197.6
    )Net loss
    
    
    (332.6
    )
    
    
    (122.2
    )
 
 (1)
    
    Represents the mathematical sum of the 2007 Predecessor (January
1 through June 29, 2007) and Successor (June 30 through
December 31, 2007) periods, including pro-forma adjustments.   59




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (5) Goodwill and Other Intangible Assets
  North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalPredecessor:Balance at January 1, 2007
    
    $
    648.6
    
    
    $
    216.8
    
    
    $
    67.7
    
    
    $
    933.1Adjustment related to adoption of FIN 48
    
    
    (1.6
    )
    
    
    
    
    
    
    
    
    
    
    (1.6
    )Initial KMF allocation
    
    
    
    
    
    
    29.8
    
    
    
    
    
    
    
    29.8Other
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    0.1
    
    
    
    (0.4
    )Currency translation changes
    
    
    16.0
    
    
    
    5.5
    
    
    
    
    
    
    
    21.5Balance at June 29, 2007
    
    $
    662.9
    
    
    $
    251.7
    
    
    $
    67.8
    
    
    $
    982.4Successor:Balance at June 30, 2007
    
    $
    1,009.1
    
    
    $
    744.0
    
    
    $
    143.9
    
    
    $
    1,897.0Adjustments to Merger allocation
    
    
    7.9
    
    
    
    4.6
    
    
    
    (44.3
    )
    
    
    (31.8
    )Restructuring charges, net of tax
    
    
    0.3
    
    
    
    7.3
    
    
    
    
    
    
    
    7.6Adjustments to previous restructuring, net of tax
    
    
    
    
    
    
    (4.0
    )
    
    
    
    
    
    
    (4.0
    )Successor Acquisitions
    
    
    
    
    
    
    28.9
    
    
    
    
    
    
    
    28.9Other
    
    
    (0.6
    )
    
    
    0.2
    
    
    
    
    
    
    
    (0.4
    )Currency translation changes
    
    
    5.5
    
    
    
    62.0
    
    
    
    
    
    
    
    67.5Balance at December 31, 2007
    
    
    1,022.2
    
    
    
    843.0
    
    
    
    99.6
    
    
    
    1,964.8Adjustments to Merger allocation
    
    
    3.3
    
    
    
    3.7
    
    
    
    (0.1
    )
    
    
    6.9Successor Acquisitions
    
    
    
    
    
    
    32.6
    
    
    
    
    
    
    
    32.6Goodwill impairment charges (Note 3)
    
    
    (95.5
    )
    
    
    
    
    
    
    (63.0
    )
    
    
    (158.5
    )Currency translation changes
    
    
    (14.3
    )
    
    
    (46.8
    )
    
    
    
    
    
    
    (61.1
    )Balance at December 31, 2008
    
    $
    915.7
    
    
    $
    832.5
    
    
    $
    36.5
    
    
    $
    1,784.7
  WeightedAverageAmortization
    
    
    December 31,Period (Years)
    
    
    2008
    
    
    2007Amortizable intangible assets:Customer relationships in North America (net of
accumulated amortization of $55.5 and $18.8)
    
    
    20.0
    
    
    $
    685.4
    
    
    $
    736.5Customer relationships in Europe (net of accumulated
amortization of $36.3 and $12.4)
    
    
    19.8
    
    
    
    446.4
    
    
    
    480.3Customer relationships in Science Education (net of
accumulated amortization of $9.8 and $3.3)
    
    
    20.0
    
    
    
    121.2
    
    
    
    127.7Chemical supply agreement (net of accumulated amortization
of $11.9 and $4.2)
    
    
    7.0
    
    
    
    43.7
    
    
    
    54.1Other (net of accumulated amortization of $5.0 and $1.5)
    
    
    5.8
    
    
    
    13.2
    
    
    
    14.6Total amortizable intangible assets (net of accumulated
amortization of $118.5 and $40.2)
    
    
    19.4
    
    
    
    1,309.9
    
    
    
    1,413.2Indefinite-lived intangible assets:Trademarks and tradenames (Note 3)
    
    
    
    
    
    
    703.0
    
    
    
    963.8Total intangible assets, net
    
    
    
    
    
    $
    2,012.9
    
    
    $
    2,377.0
  60




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Amortization expense
    
    $
    82.4
    
    
    $
    39.6
    
    
    
    $
    7.8
    
    
    $
    15.5
  Year ended December 31:2009
    
    $
    79.52010
    
    
    79.22011
    
    
    78.32012
    
    
    77.62013
    
    
    77.5Thereafter
    
    
    917.8$
    1,309.9
 (6) Restructuring
   (7) Property and Equipment
  December 31,2008
    
    
    2007Land
    
    $
    16.8
    
    
    $
    17.0Buildings and improvements
    
    
    102.1
    
    
    
    101.5Equipment and computer software
    
    
    106.9
    
    
    
    83.4Capital additions in process
    
    
    8.1
    
    
    
    12.5233.9
    
    
    
    214.4Less accumulated depreciation
    
    
    (43.8
    )
    
    
    (13.7
    )Property and equipment, net
    
    $
    190.1
    
    
    $
    200.7
  61




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Depreciation expense
    
    $
    33.7
    
    
    $
    13.6
    
    
    
    $
    11.6
    
    
    $
    25.9
 (8) Accounts Payable
  (9) Accrued Expenses
  December 31,2008
    
    
    2007Other accrued expenses
    
    $
    66.4
    
    
    $
    66.2Employee-related accruals
    
    
    61.1
    
    
    
    60.8Accrued interest
    
    
    32.2
    
    
    
    35.3Deferred income taxes
    
    
    15.7
    
    
    
    12.5Income taxes payable
    
    
    7.7
    
    
    
    5.4Restructuring-related accruals
    
    
    6.7
    
    
    
    7.4$
    189.8
    
    
    $
    187.6
 (10) Debt
  December 31,2008
    
    
    2007Senior Secured Credit Facility
    
    $
    1,504.8
    
    
    $
    1,491.2Senior Notes
    
    
    675.0
    
    
    
    675.0Senior Subordinated Notes
    
    
    527.3
    
    
    
    535.8Compensating cash balance
    
    
    100.7
    
    
    
    87.4Predecessor Senior Subordinated Notes
    
    
    1.0
    
    
    
    1.0Capital leases
    
    
    5.6
    
    
    
    5.5Other debt
    
    
    1.2
    
    
    
    1.5Total debt
    
    
    2,815.6
    
    
    
    2,797.4Less short-term portion
    
    
    (165.0
    )
    
    
    (89.8
    )Total long term-portion
    
    $
    2,650.6
    
    
    $
    2,707.6
  62




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalSenior Secured Credit Facility  term loans
    
    $
    7.2
    
    
    $
    14.5
    
    
    $
    14.5
    
    
    $
    14.5
    
    
    $
    14.5
    
    
    $
    1,384.9
    
    
    $
    1,450.1Senior Secured Credit Facility  revolving facility
    
    
    54.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54.7Senior Notes due 2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    675.0
    
    
    
    675.0Senior Subordinated Notes due 2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    527.3
    
    
    
    527.3Compensating cash balance
    
    
    100.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.7Predecessor Senior Subordinated Notes due 2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    1.0Capital leases
    
    
    1.2
    
    
    
    1.1
    
    
    
    1.1
    
    
    
    0.9
    
    
    
    0.8
    
    
    
    0.5
    
    
    
    5.6Other debt
    
    
    1.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.2Total debt
    
    $
    165.0
    
    
    $
    15.6
    
    
    $
    15.6
    
    
    $
    15.4
    
    
    $
    15.3
    
    
    $
    2,588.7
    
    
    $
    2,815.6
 (a) Senior Secured Credit Facility
    Maturity; Prepayments
  Security; Guarantees
   63




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Interest
   Fees
  (b) The Senior Notes and Senior Subordinated Notes
 Ranking
  Maturity; Interest Payments
     64




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Guarantees
  Redemption
   Registration Rights
    65




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (c) Covenant Compliance
    (d) Compensating Cash Balance
  (e) Other
    66




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (11) Income Taxes
 (a) Income Tax Benefit (Provision)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006United States
    
    $
    (406.1
    )
    
    $
    (124.6
    )
    
    
    $
    (54.1
    )
    
    $
    19.0Foreign
    
    
    (44.0
    )
    
    
    32.9
    
    
    
    
    20.2
    
    
    
    60.1Total
    
    $
    (450.1
    )
    
    $
    (91.7
    )
    
    
    $
    (33.9
    )
    
    $
    79.1
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Current:Federal
    
    $
    0.5
    
    
    $
    
    
    
    
    $
    
    
    
    $
    (2.9
    )State
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.0
    )Foreign
    
    
    (35.9
    )
    
    
    (17.6
    )
    
    
    
    (7.4
    )
    
    
    (22.4
    )(35.4
    )
    
    
    (17.6
    )
    
    
    
    (7.4
    )
    
    
    (27.3
    )Deferred:Federal
    
    
    88.3
    
    
    
    14.2
    
    
    
    
    15.6
    
    
    
    (5.1
    )State
    
    
    19.5
    
    
    
    8.4
    
    
    
    
    0.2
    
    
    
    (1.0
    )Foreign
    
    
    43.1
    
    
    
    37.7
    
    
    
    
    (0.1
    )
    
    
    0.7150.9
    
    
    
    60.3
    
    
    
    
    15.7
    
    
    
    (5.4
    )Total tax benefit (provision)
    
    $
    115.5
    
    
    $
    42.7
    
    
    
    $
    8.3
    
    
    $
    (32.7
    )
   67




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Statutory tax benefit (expense)
    
    $
    157.6
    
    
    $
    32.1
    
    
    
    $
    11.8
    
    
    $
    (27.7
    )State income taxes, net of federal tax benefit
    
    
    12.9
    
    
    
    5.5
    
    
    
    
    0.1
    
    
    
    (2.0
    )Change in foreign tax rates
    
    
    
    
    
    
    34.6
    
    
    
    
    
    
    
    
    (1.3
    )Foreign rate differential
    
    
    (5.7
    )
    
    
    (1.0
    )
    
    
    
    (0.1
    )
    
    
    0.6Dividend received from foreign operations
    
    
    
    
    
    
    (25.5
    )
    
    
    
    
    
    
    
    Goodwill impairments
    
    
    (44.9
    )
    
    
    
    
    
    
    
    
    
    
    
    Nondeductible expenses
    
    
    (1.7
    )
    
    
    (1.2
    )
    
    
    
    (3.3
    )
    
    
    (0.6
    )Change in valuation allowance
    
    
    (2.8
    )
    
    
    (3.1
    )
    
    
    
    (0.1
    )
    
    
    (0.3
    )Other, net
    
    
    0.1
    
    
    
    1.3
    
    
    
    
    (0.1
    )
    
    
    (1.4
    )Total tax benefit (provision)
    
    $
    115.5
    
    
    $
    42.7
    
    
    
    $
    8.3
    
    
    $
    (32.7
    )
   (b) Deferred Tax Assets and Liabilities
  December 31,2008
    
    
    2007Deferred tax assets:Net operating loss carryforwards
    
    $
    224.8
    
    
    $
    179.6Pension and other compensation benefits
    
    
    
    
    
    
    10.4Foreign currency translation loss
    
    
    6.4
    
    
    
    21.2Derivative
financial instruments
    
    
    17.6
    
    
    
    9.9Foreign tax credit and alternative minimum tax carryforwards
    
    
    7.9
    
    
    
    5.1Inventory overhead capitalization
    
    
    2.6
    
    
    
    2.7Accrued expenses
    
    
    4.6
    
    
    
    4.4Receivables
    
    
    3.3
    
    
    
    3.4Transaction fees
    
    
    10.4
    
    
    
    12.0277.6
    
    
    
    248.7Valuation allowances
    
    
    (47.2
    )
    
    
    (36.2
    )Total deferred tax assets, net of valuation allowances
    
    
    230.4
    
    
    
    212.5Deferred tax liabilities:Intangible assets
    
    
    710.5
    
    
    
    840.9Property and equipment
    
    
    19.5
    
    
    
    23.0Inventory valuation
    
    
    20.0
    
    
    
    19.1Goodwill amortization
    
    
    5.4
    
    
    
    5.9Pension and other compensation benefits
    
    
    11.9
    
    
    
    Other
    
    
    3.7
    
    
    
    3.0Total deferred tax liabilities
    
    
    771.0
    
    
    
    891.9Net deferred tax liabilities
    
    $
    540.6
    
    
    $
    679.4
  68




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  December 31,2008
    
    
    2007Deferred tax asset  current (included in other current assets)
    
    $
    7.6
    
    
    $
    8.4Deferred tax asset  noncurrent
    
    
    14.2
    
    
    
    15.2Deferred tax liability  current (included in accrued expenses)
    
    
    (15.7
    )
    
    
    (12.5
    )Deferred tax liability  noncurrent
    
    
    (546.7
    )
    
    
    (690.5
    )Net deferred tax liability
    
    $
    (540.6
    )
    
    $
    (679.4
    )
   (c) Other Matters
    (d) Uncertain Tax Positions
 Accounting for Uncertainty
in Income Taxes
    69




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Uncertain TaxPositionsBalance at January 1, 2007
    
    $
    7.0Tax positions related to the current year  additions
    
    
    7.0Tax positions related to prior years  additions
    
    
    0.2Tax positions related to prior years  reductions
    
    
    (0.3
    )Balance at December 31, 2007
    
    
    13.9Tax positions related to the current year  additions
    
    
    4.9Tax positions related to prior years  reductions
    
    
    (8.7
    )Reductions for settlements or payments
    
    
    (1.5
    )Balance at December 31, 2008
    
    $
    8.6
   70




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (12) Benefit Programs
  (a) U.S. Defined Benefit Plan
   Successor
    
    
    Year Ended December 31, 2007Year Ended
    
    
    Successor
    
    
    
    PredecessorDecember 31,
    
    
    June 30 
    
    
    
    January 1 2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Change in benefit obligation:Benefit obligation  beginning of period
    
    $
    150.6
    
    
    $
    141.7
    
    
    
    $
    147.4Service cost
    
    
    1.1
    
    
    
    0.9
    
    
    
    
    1.0Interest cost
    
    
    8.9
    
    
    
    4.4
    
    
    
    
    4.3Actuarial loss (gain)
    
    
    3.9
    
    
    
    6.5
    
    
    
    
    (8.7
    )Benefits paid
    
    
    (5.4
    )
    
    
    (2.9
    )
    
    
    
    (2.3
    )Benefit obligation  end of period
    
    
    159.1
    
    
    
    150.6
    
    
    
    
    141.7Change in plan assets:Fair value of plan assets  beginning of period
    
    
    147.9
    
    
    
    137.4
    
    
    
    
    129.3Actual gain on plan assets
    
    
    74.1
    
    
    
    10.7
    
    
    
    
    7.7Company contributions
    
    
    
    
    
    
    2.7
    
    
    
    
    2.7Benefits paid
    
    
    (5.4
    )
    
    
    (2.9
    )
    
    
    
    (2.3
    )Fair value of plan assets  end of period
    
    
    216.6
    
    
    
    147.9
    
    
    
    
    137.4Funded status
    
    $
    57.5
    
    
    $
    (2.7
    )
    
    
    $
    (4.3
    )
  December 31,2008
    
    
    2007Other assets
    
    $
    57.5
    
    
    $
    Other long-term liabilities
    
    
    
    
    
    
    (2.7
    )Accumulated other comprehensive income or loss  pretax
    
    
    (61.1
    )
    
    
    0.8
   71




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Service cost
    
    $
    1.1
    
    
    $
    0.9
    
    
    
    $
    1.0
    
    
    $
    2.3Interest cost
    
    
    8.9
    
    
    
    4.4
    
    
    
    
    4.3
    
    
    
    8.3Expected return on plan assets
    
    
    (8.3
    )
    
    
    (5.0
    )
    
    
    
    (5.4
    )
    
    
    (9.1
    )Recognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4Net periodic pension cost
    
    $
    1.7
    
    
    $
    0.3
    
    
    
    $
    (0.1
    )
    
    $
    1.9
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Net actuarial gain (loss) included in other
comprehensive income or loss
    
    $
    61.9
    
    
    $
    (0.8
    )
    
    
    $
    
    
    
    $
    12.7
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Discount rate for benefit obligation at period end
    
    
    5.80
    %
    
    
    6.05
    %
    
    
    
    6.35
    %
    
    
    5.95
    %Discount rate for net periodic pension cost
    
    
    6.05
    %
    
    
    6.35
    %
    
    
    
    5.95
    %
    
    
    5.65
    %Expected rate of return on plan assets for net periodic pension cost
    
    
    5.70
    %
    
    
    6.50% / 8.25
    %
    
    
    
    8.25
    %
    
    
    8.25
    %Assumed annual rate of compensation increase for benefit
obligation and net periodic pension cost
    
    
    4.00
    %
    
    
    4.00
    %
    
    
    
    4.00
    %
    
    
    4.00
    %
     72




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Targetrange atDecember 31,
    
    
    December 31,2008
    
    
    2008
    
    
    2007Fixed income and money market funds
    
    
    80-90
    %
    
    
    92
    %
    
    
    81
    %Domestic equity funds
    
    
    5-10
    %
    
    
    5
    %
    
    
    11
    %International equity funds
    
    
    5-10
    %
    
    
    3
    %
    
    
    8
    %100
    %
    
    
    100
    %
  2009
    
    $
    5.82010
    
    
    6.12011
    
    
    6.42012
    
    
    7.02013
    
    
    7.62014  2018
    
    
    46.3
 (b) Other U.S. Benefit Plans
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Defined contribution plans
    
    $
    8.0
    
    
    $
    3.7
    
    
    
    $
    4.5
    
    
    $
    6.2Union-sponsored plans
    
    
    0.8
    
    
    
    0.7
    
    
    
    
    0.4
    
    
    
    0.7Supplemental pension plan
    
    
    0.5
    
    
    
    0.3
    
    
    
    
    0.3
    
    
    
    0.4Nonqualified deferred compensation plan
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
  December 31,2008
    
    
    2007Postretirement benefit obligations
    
    $
    2.7
    
    
    $
    2.4Weighted average discount rate
    
    
    5.80
    %
    
    
    6.05
    %Health care cost trend rate assumed for next year
    
    
    9.10
    %
    
    
    9.50
    %Rate to which the cost trend rate is assumed
to decline (the ultimate trend rate)
    
    
    4.50
    %
    
    
    5.00
    %Year that the rate reaches the ultimate trend rate
    
    
    2028
    
    
    
    2014
   73




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (c) Non-U.S. Benefit Plans
  Successor
    
    
    Year Ended December 31, 2007Year Ended
    
    
    Successor
    
    
    
    PredecessorDecember 31,
    
    
    June 30 
    
    
    
    January 1 2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Change in benefit obligation:Benefit obligation  beginning of period
    
    $
    103.8
    
    
    $
    102.3
    
    
    
    $
    104.6Service cost
    
    
    3.1
    
    
    
    1.3
    
    
    
    
    1.3Interest cost
    
    
    5.4
    
    
    
    2.8
    
    
    
    
    2.5Plan participants contributions
    
    
    0.3
    
    
    
    0.3
    
    
    
    
    0.3Actuarial (gain) loss
    
    
    (6.2
    )
    
    
    (3.0
    )
    
    
    
    (6.4
    )Benefits paid
    
    
    (4.7
    )
    
    
    (1.7
    )
    
    
    
    (2.5
    )Currency translation changes
    
    
    (19.1
    )
    
    
    1.8
    
    
    
    
    2.5Benefit obligation  end of period
    
    
    82.6
    
    
    
    103.8
    
    
    
    
    102.3Change in plan assets:Fair value of plan assets  beginning of period
    
    
    73.2
    
    
    
    73.1
    
    
    
    
    70.7Actual (loss) gain on plan assets
    
    
    (9.6
    )
    
    
    1.1
    
    
    
    
    1.7Company contributions
    
    
    1.9
    
    
    
    0.8
    
    
    
    
    0.8Plan participants contributions
    
    
    0.3
    
    
    
    0.3
    
    
    
    
    0.3Benefits paid
    
    
    (3.7
    )
    
    
    (1.3
    )
    
    
    
    (2.1
    )Currency translation changes
    
    
    (16.8
    )
    
    
    (0.8
    )
    
    
    
    1.7Fair value of plan assets  end of period
    
    
    45.3
    
    
    
    73.2
    
    
    
    
    73.1Funded status
    
    $
    (37.3
    )
    
    $
    (30.6
    )
    
    
    $
    (29.2
    )
  December 31,2008
    
    
    2007Other assets
    
    $
    0.3
    
    
    $
    4.6Other long-term liabilities
    
    
    (37.6
    )
    
    
    (35.2
    )Accumulated
other comprehensive income or loss  pretax
    
    
    5.0
    
    
    
    (1.0
    )
   74




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Service cost
    
    $
    3.1
    
    
    $
    1.3
    
    
    
    $
    1.3
    
    
    $
    2.9Interest cost
    
    
    5.4
    
    
    
    2.8
    
    
    
    
    2.5
    
    
    
    4.3Expected return on plan assets
    
    
    (4.4
    )
    
    
    (2.6
    )
    
    
    
    (2.3
    )
    
    
    (3.9
    )Recognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.3Net periodic pension cost
    
    $
    4.1
    
    
    $
    1.5
    
    
    
    $
    1.7
    
    
    $
    3.6
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Net
actuarial (loss) gain included in other
comprehensive income or loss
    
    $
    (6.0
    )
    
    $
    1.0
    
    
    
    $
    
    
    
    $
    (3.6
    )
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Discount rate for benefit obligation
    
    
    6.13
    %
    
    
    5.55
    %
    
    
    
    5.43
    %
    
    
    4.83
    %Discount rate for net periodic pension cost
    
    
    5.78
    %
    
    
    5.43
    %
    
    
    
    5.15
    %
    
    
    4.57
    %Expected rate of return on plan assets for net
periodic pension cost (French and UK plans only)
    
    
    6.50
    %
    
    
    6.90
    %
    
    
    
    6.60
    %
    
    
    6.17
    %Assumed annual rate of compensation
increase for benefit obligation
    
    
    3.19
    %
    
    
    3.93
    %
    
    
    
    3.61
    %
    
    
    3.37
    %Assumed annual rate of compensation
increase for net periodic pension cost
    
    
    3.42
    %
    
    
    3.87
    %
    
    
    
    3.70
    %
    
    
    3.20
    %
  Targetrange atDecember 31,
    
    
    December 31,2008
    
    
    2008
    
    
    2007Equity securities
    
    
    70
    %
    
    
    66
    %
    
    
    67
    %Debt securities
    
    
    30
    %
    
    
    34
    %
    
    
    33
    %100
    %
    
    
    100
    %
  2009
    
    $
    3.32010
    
    
    2.92011
    
    
    3.22012
    
    
    3.62013
    
    
    3.72014  2018
    
    
    19.9
  75




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (d) Other Non-U.S. Postemployment Benefits
  (13) Share-Based Compensation
 (a) Successor Equity Plan
      Successor Equity Plan Activity and Accounting Model  Management Investors
    76




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
     Successor Equity Plan Activity  Board Members and Consultants
   (b) Predecessor Stock Plan
   77




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 2007 Activities
  2006 Activities
       78




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Valuation Model
  January 1 
    
    
    Year EndedJune 29, 2007
    
    
    December 31, 2006Fair value of options granted
    
    $
    42.96
    
    
    $
    43.07Risk-free interest rate
    
    
    4.53
    %
    
    
    4.69
    %Expected life of options
    
    6.5 years
    
    
    6.5 yearsVolatility
    
    
    34
    %
    
    
    34
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
  Summary of Employee Option Activity
  WeightedNumber of
    
    
    AverageShares
    
    
    Exercise PriceOutstanding at January 1, 2006
    
    
    483,728
    
    
    
    51.24Granted
    
    
    120,672
    
    
    
    97.51Forfeited
    
    
    (57,485
    )
    
    
    51.58Canceled
    
    
    (3,421
    )
    
    
    52.17Exercised
    
    
    (25,660
    )
    
    
    50.52Outstanding prior to distribution
    
    
    517,834
    
    
    
    62.04Repricing due to distribution:Canceled
    
    
    (517,834
    )
    
    
    62.04Granted
    
    
    456,591
    
    
    
    24.66Granted
    
    
    61,243
    
    
    
    59.64Forfeited
    
    
    (2,100
    )
    
    
    24.66Outstanding at December 31, 2006
    
    
    515,734
    
    
    
    28.81Granted
    
    
    1,000
    
    
    
    98.64Forfeited
    
    
    (900
    )
    
    
    24.66Exercised
    
    
    (5,900
    )
    
    
    24.66Settled pursuant to the Merger
    
    
    (509,934
    )
    
    
    29.01Outstanding at June 29, 2007
    
    
    
    
    
    
    
 Option Exercises
  Impact of the Merger
   79




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (14) Financial Instruments
   (a) Adoption of SFAS 157
     SignificantQuoted Prices
    
    
    Other
    
    
    Significantin Active
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Markets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsForeign currency forward contracts
    
    $
    5.1
    
    
    $
    
    
    
    $
    5.1
    
    
    $
    LiabilitiesInterest rate swap derivatives
    
    $
    (49.9
    )
    
    $
    
    
    
    $
    (49.9
    )
    
    $
    
  80




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (b) Debt Instruments
  December 31,2008
    
    
    2007Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueSenior Secured Credit Facility
    
    $
    1,504.8
    
    
    $
    1,186.3
    
    
    $
    1,491.2
    
    
    $
    1,491.2Senior Notes
    
    
    675.0
    
    
    
    515.0
    
    
    
    675.0
    
    
    
    641.3Senior Subordinated Notes
    
    
    527.3
    
    
    
    377.6
    
    
    
    535.8
    
    
    
    509.0$
    2,707.1
    
    
    $
    2,078.9
    
    
    $
    2,702.0
    
    
    $
    2,641.5
  (c) Derivative Instruments
 Foreign Currency Forward Contracts
  December 31,2008
    
    
    2007Outstanding contracts (notional value)
    
    $
    50.1
    
    
    $
    77.5Fair value of contracts  assets (liabilities)
    
    
    5.1
    
    
    
    (0.2
    )
 Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Gain (loss)
    
    $
    1.3
    
    
    
    (0.9
    )
    
    
    $
    
    
    
    $
    (2.0
    )
 
  81




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Interest Rate Swap Arrangements
   
      
 (d) Pension Investments
   82




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (15) Commitments and Contingencies
 (a) Lease Commitments
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Rental expense
    
    $
    34.6
    
    
    $
    18.9
    
    
    
    $
    17.6
    
    
    $
    31.3
  Year ended December 31:2009
    
    $
    28.72010
    
    
    28.02011
    
    
    22.72012
    
    
    18.02013
    
    
    13.8Thereafter
    
    
    53.1Total minimum payments
    
    $
    164.3
   (b) Contingencies
   83




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
    (c) Employment Agreements
    84




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (d) Significant Relationship
     85




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (16) Transactions with Related Parties
 (a) Transactions with Madison Dearborn and Avista Capital Partners
   (b) Transactions with Goldman, Sachs & Co.
  (c) Transactions with CD&R
  (d) Services performed by Debevoise & Plimpton LLP
  (e) Services performed by SIRVA, Inc.
    86




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (17) Segment and Geographical Financial Information
    
    
    Corporate costs are allocated to its North American Lab and Science Education operating
segments using allocation factors that management considers reasonable to distribute costs
on the basis of usage.
    
    Centralized costs related to the management of the European Lab operating segment are
incurred within the segment structure and no inter-segment allocation is required.
   87




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Net SalesNorth American Lab
    
    $
    2,092.2
    
    
    $
    1,014.7
    
    
    
    $
    1,003.7
    
    
    $
    1,966.0European Lab
    
    
    1,503.4
    
    
    
    700.8
    
    
    
    
    630.4
    
    
    
    1,137.6Science Education
    
    
    163.6
    
    
    
    107.2
    
    
    
    
    65.2
    
    
    
    154.0Total
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
    
    
    $
    3,257.6Operating (Loss) IncomeNorth American Lab
    
    $
    (95.3
    )
    
    $
    54.1
    
    
    
    $
    51.8
    
    
    $
    112.2European Lab
    
    
    2.8
    
    
    
    39.1
    
    
    
    
    41.8
    
    
    
    59.4Science Education
    
    
    (95.8
    )
    
    
    9.7
    
    
    
    
    4.3
    
    
    
    19.4Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    Total
    
    $
    (188.3
    )
    
    $
    102.9
    
    
    
    $
    61.1
    
    
    $
    191.0Capital ExpendituresNorth American Lab
    
    $
    18.1
    
    
    $
    10.2
    
    
    
    $
    9.4
    
    
    $
    15.7European Lab
    
    
    9.7
    
    
    
    4.8
    
    
    
    
    5.0
    
    
    
    5.8Science Education
    
    
    1.9
    
    
    
    1.3
    
    
    
    
    1.3
    
    
    
    2.1Total
    
    $
    29.7
    
    
    $
    16.3
    
    
    
    $
    15.7
    
    
    $
    23.6Depreciation and AmortizationNorth American Lab
    
    $
    61.5
    
    
    $
    28.5
    
    
    
    $
    11.1
    
    
    $
    22.5European Lab
    
    
    47.1
    
    
    
    21.0
    
    
    
    
    7.6
    
    
    
    17.3Science Education
    
    
    7.5
    
    
    
    3.7
    
    
    
    
    0.7
    
    
    
    1.6Total
    
    $
    116.1
    
    
    $
    53.2
    
    
    
    $
    19.4
    
    
    $
    41.4
  December 31,2008
    
    
    2007Total AssetsNorth American Lab
    
    $
    2,626.1
    
    
    $
    2,925.2European Lab
    
    
    2,198.2
    
    
    
    2,327.4Science Education
    
    
    260.6
    
    
    
    362.7Total
    
    $
    5,084.9
    
    
    $
    5,615.3
  88




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year EndedDecember 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Operating (loss) income, as reportedNorth American Lab
    
    $
    (95.3
    )
    
    $
    54.1
    
    
    
    $
    51.8
    
    
    $
    112.2European Lab
    
    
    2.8
    
    
    
    39.1
    
    
    
    
    41.8
    
    
    
    59.4Science Education
    
    
    (95.8
    )
    
    
    9.7
    
    
    
    
    4.3
    
    
    
    19.4Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    Total
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1
    
    
    
    191.0Interest income
    
    
    5.7
    
    
    
    3.0
    
    
    
    
    3.3
    
    
    
    6.7Interest expense
    
    
    (289.6
    )
    
    
    (130.4
    )
    
    
    
    (101.8
    )
    
    
    (117.1
    )Other income (expense), net
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5
    
    
    
    (1.5
    )(Loss) income before
income taxes
    
    $
    (450.1
    )
    
    $
    (91.7
    )
    
    
    $
    (33.9
    )
    
    $
    79.1
  Successor
    
    
    Year Ended December 31, 2007
    
    
    PredecessorYear Ended
    
    
    Successor
    
    
    
    Predecessor
    
    
    Year Ended,December 31,
    
    
    June 30 
    
    
    
    January 1 
    
    
    December 31,2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007
    
    
    2006Net SalesUnited States
    
    $
    1,979.3
    
    
    $
    1,003.1
    
    
    
    $
    956.5
    
    
    $
    1,871.7International
    
    
    1,779.9
    
    
    
    819.6
    
    
    
    
    742.8
    
    
    
    1,385.9Total
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
    
    
    $
    3,257.6
 December 31,2008
    
    
    2007Long-lived AssetsUnited States
    
    $
    105.2
    
    
    $
    109.2International
    
    
    84.9
    
    
    
    91.5Total
    
    $
    190.1
    
    
    $
    200.7Total AssetsUnited States
    
    $
    2,675.9
    
    
    $
    3,013.1International
    
    
    2,409.0
    
    
    
    2,602.2Total
    
    $
    5,084.9
    
    
    $
    5,615.3
  89




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 (18) Unaudited Quarterly Financial Information
 2008 Quarterly Periods (Successor)First
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    $
    922.6
    
    
    $
    965.5
    
    
    $
    979.9
    
    
    $
    891.2Gross profit
    
    
    261.1
    
    
    
    271.7
    
    
    
    278.8
    
    
    
    253.8Operating income (loss)
    
    
    40.5
    
    
    
    47.4
    
    
    
    65.4
    
    
    
    (341.6
    )Interest expense, net
    
    
    (63.2
    )
    
    
    (63.1
    )
    
    
    (64.8
    )
    
    
    (92.8
    )Other (expense) income, net
    
    
    (75.0
    )
    
    
    1.8
    
    
    
    96.5
    
    
    
    (1.2
    )(Loss) income before
income taxes
    
    
    (97.7
    )
    
    
    (13.9
    )
    
    
    97.1
    
    
    
    (435.6
    )Net (loss) income
    
    
    (56.8
    )
    
    
    (9.7
    )
    
    
    56.4
    
    
    
    (324.5
    )
  2007 Quarterly PeriodsPredecessor
    
    
    
    SuccessorSecondApril 1  June
    
    
    
    June 30,First
    
    
    29, 2007
    
    
    
    2007
    
    
    Third
    
    
    FourthNet sales
    
    $
    843.1
    
    
    $
    856.2
    
    
    
    $
    
    
    
    $
    894.5
    
    
    $
    928.2Gross profit
    
    
    238.2
    
    
    
    231.0
    
    
    
    
    
    
    
    
    252.9
    
    
    
    258.5Operating income (loss)
    
    
    56.5
    
    
    
    4.6
    
    
    
    
    (0.2
    )
    
    
    53.5
    
    
    
    49.6Interest expense, net
    
    
    (35.7
    )
    
    
    (62.8
    )
    
    
    
    (4.6
    )
    
    
    (60.4
    )
    
    
    (62.4
    )Other income (expense), net
    
    
    0.1
    
    
    
    3.4
    
    
    
    
    
    
    
    
    (42.9
    )
    
    
    (24.3
    )Income (loss) before
income taxes
    
    
    20.9
    
    
    
    (54.8
    )
    
    
    
    (4.8
    )
    
    
    (49.8
    )
    
    
    (37.1
    )Net income (loss)
    
    
    12.9
    
    
    
    (38.5
    )
    
    
    
    (2.9
    )
    
    
    0.2
    
    
    
    (46.3
    )
  (19) Condensed Consolidating Financial Information  Post Merger
    90




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Balance Sheet
December 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    3.1
    
    
    $
    8.6
    
    
    $
    30.3
    
    
    $
    
    
    
    $
    42.0Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    100.7
    
    
    
    
    
    
    
    100.7Trade accounts receivable, net
    
    
    
    
    
    
    196.5
    
    
    
    275.7
    
    
    
    
    
    
    
    472.2Inventories
    
    
    
    
    
    
    153.3
    
    
    
    131.5
    
    
    
    
    
    
    
    284.8Other current assets
    
    
    
    
    
    
    15.0
    
    
    
    49.2
    
    
    
    
    
    
    
    64.2Intercompany receivables
    
    
    11.2
    
    
    
    5.5
    
    
    
    
    
    
    
    (16.7
    )
    
    
    Total current assets
    
    
    14.3
    
    
    
    378.9
    
    
    
    587.4
    
    
    
    (16.7
    )
    
    
    963.9Property and equipment, net
    
    
    
    
    
    
    83.1
    
    
    
    107.0
    
    
    
    
    
    
    
    190.1Goodwill
    
    
    
    
    
    
    900.2
    
    
    
    884.5
    
    
    
    
    
    
    
    1,784.7Other intangible assets, net
    
    
    
    
    
    
    1,167.9
    
    
    
    845.0
    
    
    
    
    
    
    
    2,012.9Deferred income taxes
    
    
    150.4
    
    
    
    
    
    
    
    14.2
    
    
    
    (150.4
    )
    
    
    14.2Investment in subsidiaries
    
    
    2,630.4
    
    
    
    1,690.4
    
    
    
    
    
    
    
    (4,320.8
    )
    
    
    Other assets
    
    
    49.7
    
    
    
    64.2
    
    
    
    5.2
    
    
    
    
    
    
    
    119.1Intercompany loans
    
    
    1,004.9
    
    
    
    108.0
    
    
    
    51.0
    
    
    
    (1,163.9
    )
    
    
    Total assets
    
    $
    3,849.7
    
    
    $
    4,392.7
    
    
    $
    2,494.3
    
    
    $
    (5,651.8
    )
    
    $
    5,084.9LIABILITIES, REDEEMABLE EQUITY
UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease
obligations
    
    $
    61.9
    
    
    $
    0.4
    
    
    $
    102.7
    
    
    $
    
    
    
    $
    165.0Accounts payable
    
    
    
    
    
    
    166.8
    
    
    
    189.7
    
    
    
    
    
    
    
    356.5Accrued expenses
    
    
    36.6
    
    
    
    62.5
    
    
    
    90.7
    
    
    
    
    
    
    
    189.8Intercompany payables
    
    
    1.0
    
    
    
    
    
    
    
    15.7
    
    
    
    (16.7
    )
    
    
    Total current
liabilities
    
    
    99.5
    
    
    
    229.7
    
    
    
    398.8
    
    
    
    (16.7
    )
    
    
    711.3Long-term debt and capital lease
obligations
    
    
    2,645.2
    
    
    
    1.9
    
    
    
    3.5
    
    
    
    
    
    
    
    2,650.6Other long-term liabilities
    
    
    50.2
    
    
    
    15.7
    
    
    
    55.6
    
    
    
    
    
    
    
    121.5Deferred income taxes
    
    
    
    
    
    
    426.9
    
    
    
    270.2
    
    
    
    (150.4
    )
    
    
    546.7Intercompany loans
    
    
    
    
    
    
    1,088.9
    
    
    
    75.0
    
    
    
    (1,163.9
    )
    
    
    Total liabilities
    
    
    2,794.9
    
    
    
    1,763.1
    
    
    
    803.1
    
    
    
    (1,331.0
    )
    
    
    4,030.1Redeemable equity units
    
    
    46.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4Total stockholders equity
    
    
    1,008.4
    
    
    
    2,629.6
    
    
    
    1,691.2
    
    
    
    (4,320.8
    )
    
    
    1,008.4Total liabilities, redeemable equity units
and stockholders equity
    
    $
    3,849.7
    
    
    $
    4,392.7
    
    
    $
    2,494.3
    
    
    $
    (5,651.8
    )
    
    $
    5,084.9
  91




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 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, REDEEMABLE EQUITY
UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
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, redeemable equity
units and stockholders equity
    
    $
    4,218.3
    
    
    $
    4,826.8
    
    
    $
    2,732.0
    
    
    $
    (6,161.8
    )
    
    $
    5,615.3
  92




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Statement of Operations
 December 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,983.1
    
    
    $
    1,797.9
    
    
    $
    (21.8
    )
    
    $
    3,759.2Cost of goods sold
    
    
    
    
    
    
    1,476.2
    
    
    
    1,239.4
    
    
    
    (21.8
    )
    
    
    2,693.8Gross profit
    
    
    
    
    
    
    506.9
    
    
    
    558.5
    
    
    
    
    
    
    
    1,065.4Selling, general and administrative expenses
    
    
    3.1
    
    
    
    411.5
    
    
    
    468.4
    
    
    
    (21.4
    )
    
    
    861.6Impairment of goodwill and intangible assets
    
    
    
    
    
    
    290.7
    
    
    
    101.4
    
    
    
    
    
    
    
    392.1Operating (loss) income
    
    
    (3.1
    )
    
    
    (195.3
    )
    
    
    (11.3
    )
    
    
    21.4
    
    
    
    (188.3
    )Interest expense, net of interest income (1)
    
    
    (210.3
    )
    
    
    (67.8
    )
    
    
    (5.8
    )
    
    
    
    
    
    
    (283.9
    )Other income (expense), net
    
    
    41.7
    
    
    
    24.5
    
    
    
    (22.7
    )
    
    
    (21.4
    )
    
    
    22.1Loss before income taxes and
equity in earnings of subsidiaries
    
    
    (171.7
    )
    
    
    (238.6
    )
    
    
    (39.8
    )
    
    
    
    
    
    
    (450.1
    )Income tax benefit
    
    
    63.9
    
    
    
    46.5
    
    
    
    5.1
    
    
    
    
    
    
    
    115.5Equity in loss of subsidiaries, net of tax
    
    
    (226.8
    )
    
    
    (34.7
    )
    
    
    
    
    
    
    261.5
    
    
    
    Net (loss) income
    
    $
    (334.6
    )
    
    $
    (226.8
    )
    
    $
    (34.7
    )
    
    $
    261.5
    
    
    $
    (334.6
    )
 
 (1)
    
    The Parents net interest expense for the year ended December 31, 2008 of $210.3 relates to
long-term debt of approximately $2.7 billion, net of interest income associated with inter-company
loans of $1.0 billion. The Parent is substantially dependent on dividends, interest income, or
other distributions from its subsidiary companies to fund the cash interest expense on its
long-term debt obligations. The Parent may draw on its existing revolving credit facility (a
component of the Senior Secured Credit Facility) to fund certain portions of the cash interest
expense on its long-term debt obligations, and it may also elect to satisfy its interest expense on
the Senior Notes and Senior Subordinated Notes for certain time periods by increasing the principal
amount thereon.  93




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Statement of Operations
June 30  December 31, 2007 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    995.3
    
    
    $
    847.2
    
    
    $
    (19.8
    )
    
    $
    1,822.7Cost of goods sold
    
    
    
    
    
    
    743.5
    
    
    
    587.6
    
    
    
    (19.8
    )
    
    
    1,311.3Gross profit
    
    
    
    
    
    
    251.8
    
    
    
    259.6
    
    
    
    
    
    
    
    511.4Selling, general and administrative expenses
    
    
    0.9
    
    
    
    198.8
    
    
    
    217.8
    
    
    
    (9.0
    )
    
    
    408.5Operating (loss) income
    
    
    (0.9
    )
    
    
    53.0
    
    
    
    41.8
    
    
    
    9.0
    
    
    
    102.9Interest expense, net of interest income
    
    
    (83.6
    )
    
    
    (42.4
    )
    
    
    (1.4
    )
    
    
    
    
    
    
    (127.4
    )Other income (expense), net
    
    
    (68.0
    )
    
    
    (0.8
    )
    
    
    10.6
    
    
    
    (9.0
    )
    
    
    (67.2
    )(Loss) income before income taxes
and
equity in earnings of subsidiaries
    
    
    (152.5
    )
    
    
    9.8
    
    
    
    51.0
    
    
    
    
    
    
    
    (91.7
    )Income tax benefit (provision)
    
    
    86.3
    
    
    
    (30.8
    )
    
    
    (12.8
    )
    
    
    
    
    
    
    42.7Equity in earnings of subsidiaries, net of tax
    
    
    17.2
    
    
    
    38.2
    
    
    
    
    
    
    
    (55.4
    )
    
    
    Net (loss) income
    
    $
    (49.0
    )
    
    $
    17.2
    
    
    $
    38.2
    
    
    $
    (55.4
    )
    
    $
    (49.0
    )
 
 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
    )
  94




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Statement of Operations
Year Ended December 31, 2006 (Predecessor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,874.5
    
    
    $
    1,416.9
    
    
    $
    (33.8
    )
    
    $
    3,257.6Cost of goods sold
    
    
    
    
    
    
    1,412.2
    
    
    
    995.9
    
    
    
    (33.8
    )
    
    
    2,374.3Gross profit
    
    
    
    
    
    
    462.3
    
    
    
    421.0
    
    
    
    
    
    
    
    883.3Selling, general and administrative expenses
    
    
    0.1
    
    
    
    355.0
    
    
    
    347.5
    
    
    
    (10.3
    )
    
    
    692.3Operating (loss) income
    
    
    (0.1
    )
    
    
    107.3
    
    
    
    73.5
    
    
    
    10.3
    
    
    
    191.0Interest expense, net of interest income
    
    
    31.6
    
    
    
    76.0
    
    
    
    2.8
    
    
    
    
    
    
    
    110.4Other expense (income), net
    
    
    
    
    
    
    5.7
    
    
    
    (14.5
    )
    
    
    10.3
    
    
    
    1.5(Loss) income before income taxes
and
equity in earnings of subsidiaries
    
    
    (31.7
    )
    
    
    25.6
    
    
    
    85.2
    
    
    
    
    
    
    
    79.1Income tax benefit (provision)
    
    
    10.8
    
    
    
    (13.0
    )
    
    
    (30.5
    )
    
    
    
    
    
    
    (32.7
    )Equity in earnings of subsidiaries, net of tax
    
    
    67.3
    
    
    
    54.7
    
    
    
    
    
    
    
    (122.0
    )
    
    
    Net income (loss)
    
    $
    46.4
    
    
    $
    67.3
    
    
    $
    54.7
    
    
    $
    (122.0
    )
    
    $
    46.4
  95




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (157.1
    )
    
    $
    86.9
    
    
    $
    78.9
    
    
    $
    
    
    
    $
    8.7Cash flows from investing activities:Intercompany investing transactions
    
    
    94.4
    
    
    
    (5.6
    )
    
    
    
    
    
    
    (88.8
    )
    
    
    Acquisitions of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (54.2
    )
    
    
    
    
    
    
    (54.2
    )Capital expenditures
    
    
    
    
    
    
    (18.5
    )
    
    
    (11.2
    )
    
    
    
    
    
    
    (29.7
    )Proceeds from the sales of property and equipment
    
    
    
    
    
    
    0.3
    
    
    
    8.7
    
    
    
    
    
    
    
    9.0Net cash provided by (used in) investing activities
    
    
    94.4
    
    
    
    (23.8
    )
    
    
    (56.7
    )
    
    
    (88.8
    )
    
    
    (74.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (94.4
    )
    
    
    5.6
    
    
    
    88.8
    
    
    
    Proceeds from debt
    
    
    381.0
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    381.7Repayment of debt
    
    
    (317.4
    )
    
    
    (0.2
    )
    
    
    (1.6
    )
    
    
    
    
    
    
    (319.2
    )Other financing activities, net
    
    
    1.1
    
    
    
    24.2
    
    
    
    (22.8
    )
    
    
    
    
    
    
    2.5Net cash provided by (used in) financing activities
    
    
    64.7
    
    
    
    (70.4
    )
    
    
    (18.1
    )
    
    
    88.8
    
    
    
    65.0Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (1.8
    )
    
    
    
    
    
    
    (1.8
    )Net increase (decrease) in cash and cash
equivalents
    
    
    2.0
    
    
    
    (7.3
    )
    
    
    2.3
    
    
    
    
    
    
    
    (3.0
    )Cash and cash equivalents beginning of period
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    3.1
    
    
    $
    8.8
    
    
    $
    30.1
    
    
    $
    
    
    
    $
    42.0
  96




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Statement of Cash Flows
June 30  December 31, 2007 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (65.2
    )
    
    $
    56.0
    
    
    $
    28.6
    
    
    $
    
    
    
    $
    19.4Cash flows from investing activities:Intercompany investing transactions
    
    
    65.7
    
    
    
    39.1
    
    
    
    
    
    
    
    (104.8
    )
    
    
    Merger consideration
    
    
    (3,802.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,802.9
    )Allocation of acquired cash balances
    
    
    (77.1
    )
    
    
    22.1
    
    
    
    55.0
    
    
    
    
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (9.8
    )
    
    
    (6.5
    )
    
    
    
    
    
    
    (16.3
    )Acquisition of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (36.1
    )
    
    
    
    
    
    
    (36.1
    )Proceeds from the sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    1.2
    
    
    
    
    
    
    
    1.2Net cash (used in) provided by investing activities
    
    
    (3,814.3
    )
    
    
    51.4
    
    
    
    13.6
    
    
    
    (104.8
    )
    
    
    (3,854.1
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (65.7
    )
    
    
    (39.1
    )
    
    
    104.8
    
    
    
    Proceeds from debt
    
    
    2,620.8
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    2,622.9Repayment of debt
    
    
    (32.5
    )
    
    
    
    
    
    
    (1.2
    )
    
    
    
    
    
    
    (33.7
    )Issuance of common stock to parent, net of expenses
    
    
    1,353.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,353.8Debt issuance costs
    
    
    (62.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62.6
    )Other financing activities, net
    
    
    1.1
    
    
    
    (25.6
    )
    
    
    22.0
    
    
    
    
    
    
    
    (2.5
    )Net cash provided by (used in) financing activities
    
    
    3,880.6
    
    
    
    (91.3
    )
    
    
    (16.2
    )
    
    
    104.8
    
    
    
    3,877.9Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1.8
    
    
    
    
    
    
    
    1.8Net increase (decrease) in cash and cash
equivalents
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents beginning of period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents end of period
    
    $
    1.1
    
    
    $
    16.1
    
    
    $
    27.8
    
    
    $
    
    
    
    $
    45.0
 
 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
    )Acquisition of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (19.4
    )
    
    
    
    
    
    
    (19.4
    )Proceeds from the 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
  97




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(Dollars in millions, except share data)
 Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2006 (Predecessor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash provided by operating activities
    
    $
    
    
    
    $
    95.2
    
    
    $
    78.0
    
    
    $
    
    
    
    $
    173.2Cash flows from investing activities:Intercompany investing transactions
    
    
    (2.1
    )
    
    
    7.8
    
    
    
    
    
    
    
    (5.7
    )
    
    
    Capital expenditures
    
    
    
    
    
    
    (9.9
    )
    
    
    (13.7
    )
    
    
    
    
    
    
    (23.6
    )Sale of Puerto Rico branch
    
    
    
    
    
    
    13.2
    
    
    
    (13.2
    )
    
    
    
    
    
    
    Other investing activities, net
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    (0.5
    )Net cash (used in) provided by investing activities
    
    
    (2.1
    )
    
    
    11.1
    
    
    
    (27.4
    )
    
    
    (5.7
    )
    
    
    (24.1
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    2.1
    
    
    
    (7.8
    )
    
    
    5.7
    
    
    
    Proceeds from debt
    
    
    350.0
    
    
    
    
    
    
    
    4.4
    
    
    
    
    
    
    
    354.4Repayment of debt
    
    
    
    
    
    
    (104.5
    )
    
    
    (1.6
    )
    
    
    
    
    
    
    (106.1
    )Net change in bank overdrafts
    
    
    
    
    
    
    (37.6
    )
    
    
    (18.1
    )
    
    
    
    
    
    
    (55.7
    )Net change in compensating cash balance
    
    
    
    
    
    
    17.9
    
    
    
    4.4
    
    
    
    
    
    
    
    22.3Distributions
    
    
    (343.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (343.5
    )Other financing activities, net
    
    
    (3.1
    )
    
    
    (7.4
    )
    
    
    
    
    
    
    
    
    
    
    (10.5
    )Net cash provided by (used in) financing activities
    
    
    3.4
    
    
    
    (129.5
    )
    
    
    (18.7
    )
    
    
    5.7
    
    
    
    (139.1
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    3.3
    
    
    
    
    
    
    
    3.3Net increase (decrease) in cash and cash
equivalents
    
    
    1.3
    
    
    
    (23.2
    )
    
    
    35.2
    
    
    
    
    
    
    
    13.3Cash and cash equivalents beginning of period
    
    
    
    
    
    
    90.0
    
    
    
    36.1
    
    
    
    
    
    
    
    126.1Cash and cash equivalents end of period
    
    $
    1.3
    
    
    $
    66.8
    
    
    $
    71.3
    
    
    $
    
    
    
    $
    139.4
  (20)  Subsequent Event
   98




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Managements Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
 Internal Control  Integrated
Framework
  Changes in Internal Control over Financial Reporting
   99




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    Internal
Control  Integrated Framework
  KPMG LLP
 
  100




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Name
    
    Age
    
    PositionJohn M. Ballbach
    
    
    48
    
    
    Chairman, President and Chief Executive OfficerJack L. Wyszomierski
    
    
    53
    
    
    Executive Vice President and Chief Financial OfficerMatthew C. Malenfant
    
    
    47
    
    
    Senior Vice President and President of North America,
Lab Distribution and ServicesManuel Brocke-Benz
    
    
    50
    
    
    Senior Vice President & Managing Director of Europe, Lab
Distribution and ServicesWu Ming Kei (a/k/a Eddy Wu)
    
    
    42
    
    
    Senior Vice President, and President of Asia PacificGeorge Van Kula
    
    
    45
    
    
    Senior Vice President, General Counsel and SecretaryTheodore C. Pulkownik
    
    
    51
    
    
    Senior Vice President, Strategy and Corporate DevelopmentPaul A. Dumas
    
    
    42
    
    
    Senior Vice President, Human ResourcesJon Michael Colyer
    
    
    35
    
    
    Vice President and General Manager of Science EducationGregory L. Cowan
    
    
    55
    
    
    Vice President and Corporate ControllerTimothy P. Sullivan
    
    
    50
    
    
    DirectorNicholas W. Alexos
    
    
    45
    
    
    DirectorHarry M. Jansen Kraemer Jr.
    
    
    53
    
    
    DirectorRobert L. Barchi
    
    
    62
    
    
    DirectorEdward A. Blechschmidt
    
    
    56
    
    
    DirectorThompson Dean
    
    
    50
    
    
    DirectorRobert P. DeCresce
    
    
    59
    
    
    DirectorCarlos del Salto
    
    
    65
    
    
    DirectorRobert J. Zollars
    
    
    51
    
    
    Director
  John M. Ballbach
 Jack L. Wyszomierski
  101




---



##### Table of Contents



Manuel Brocke-Benz
 Matthew Malenfant
 Eddy Wu
 Theodore C. Pulkownik
 Paul A. Dumas
  102




---



##### Table of Contents



George Van Kula
 Jon Michael Colyer
 Gregory L. Cowan
 Nicholas W. Alexos
 Robert L. Barchi, M.D., Ph.D.
 Edward A. Blechschmidt
  103




---



##### Table of Contents



Thompson Dean
 Robert P. DeCresce, M.D.
 Pamela Forbes Lieberman
 Harry M. Jansen Kraemer, Jr.
 Carlos del Salto
  104




---



##### Table of Contents



Timothy P. Sullivan
 Robert J. Zollars
 Composition of our Board of Directors
  Audit Committee
  
    
    the quality of our financial reporting and other internal control processes,
 
    
    the quality and integrity of our financial statements,
 
    
    the independent registered public accounting firm qualifications and independence,
 
    
    the performance of our internal audit function and independent registered public
accounting firm, and
 
    
    our compliance with legal and regulatory requirements and our code of conduct.
 Code of Ethics
 www.vwr.com
  105




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview
     Compensation Philosophy and Objectives
  (i)
    
    Provide a level of compensation based on appropriate benchmarks to attract,
motivate, retain and reward talented executives who have the ability to contribute to
our success and encourage management to place its primary focus on strategic planning
and financial and operational priorities affecting the business.
 (ii)
    
    Support a pay-for-performance orientation to reward strong financial, operating
and individual performance, including through the use of bonus payments based in whole
or in part upon our performance (or that of a particular business unit) to encourage the
achievement of short-term and long-term financial and operational objectives.
 (iii)
    
    Align the interests of the management investors with those of our other equity
holders thereby providing incentive for, and rewarding, the attainment of objectives
that inure to the benefit of our equity holders. As discussed above, the alignment of
the interests of our executive officers with those of our other equity investors is
being fostered through managements purchases of the equity of Holdings pursuant to the
Successor Equity Plan.
  106




---



##### Table of Contents



Benchmarking
  Agilent Technologies, Inc.
    
    Omnicare, Inc.Amgen, Inc.
    
    Owens & Minor, Inc.Applied Industrial Technologies, Inc.
    
    Patterson Companies Inc.Becton Dickinson & Co.
    
    PSS World Medical Inc.Cintas Corp.
    
    Sigma-Aldrich Corp.Genentech, Inc.
    
    Thermo Fisher Scientific Inc.Grainger (W.W.) Inc.
    
    Waters Corp.Henry Schein, Inc
    
    Wesco InternationalHospira Inc.
    Components of Compensation
  
    
    base salary;
 
    
    annual performance-based cash incentive compensation;
 
    
    equity participation through the Successor Equity Plan;
 
    
    retirement and other benefits; and
 
    
    perquisites and other personal benefits.
   107




---



##### Table of Contents



Base Salary
 th
   AnnualizedName
    
    Time Period
    
    
    Salary ($)John M. Ballbach
    
    
    2008
    
    
    $
    925,008Chairman, President and Chief Executive Officer
    
    
    7/1/07-12/31/07
    
    
    
    925,0081/1/07-6/30/07
    
    
    
    650,000Jack L. Wyszomierski
    
    
    2008
    
    
    
    450,000Executive Vice President and Chief Financial Officer
    
    
    7/1/07-12/31/07
    
    
    
    450,0001/1/07-6/30/07
    
    
    
    385,000Matthew C. Malenfant
    
    
    2008
    
    
    
    380,004Senior Vice President and President of North America, Lab
    
    
    7/1/07-12/31/07
    
    
    
    380,004Distribution and Services
    
    
    1/1/07-6/30/07
    
    
    
    330,000George Van Kula
    
    
    2008
    
    
    
    375,000Senior Vice President, General Counsel and Secretary
    
    
    7/1/07-12/31/07
    
    
    
    375,0001/1/07-6/30/07
    
    
    
    325,000Theodore C. Pulkownik
    
    
    2008
    
    
    
    325,008Senior Vice President, Strategy and Corporate Development
    
    
    7/1/07-12/31/07
    
    
    
    325,0081/1/07-6/30/07
    
    
    
    280,008
  108




---



##### Table of Contents



Performance-Based Cash Incentive Compensation
   Target% of BaseName
    

Salary PaidJohn M. Ballbach
    
    
    100
    %Jack L. Wyszomierski
    
    
    85
    %Matthew C. Malenfant
    
    
    75
    %George Van Kula
    
    
    75
    %Theodore C. Pulkownik
    
    
    75
    %
  
    
    An internal performance-based metric similar to earnings before interest, taxes,
depreciation and amortization (EBITDA), based on our annual operating plan (Internal
EBITDA). Internal EBITDA is a financial measure that is used by our senior management to
establish financial earnings targets in its annual operating plan, and differs from the term
EBITDA as it is commonly used. Internal EBITDA is generally calculated as income before
consolidated net interest expense, consolidated income taxes, consolidated depreciation and
amortization, and includes adjustments for certain items that we do not expect to recur and
the impacts resulting from changes in accounting principles. Internal EBITDA is calculated
using fixed foreign currency exchange rates, which generally are established as of the
beginning of each year. In addition, Internal EBITDA targets are adjusted upward for
acquisitions made during the year. For 2008, as a result of three acquisitions that we
completed during the year, the final Internal EBITDA target to receive 100% of the potential
payout for the Internal EBITDA component was $325.5 million. In 2008, this component was
given a weighting of 60% of the total potential MIP award.
 
    
    A top line sales growth target for 2008 versus 2007, which also is adjusted for
acquisitions during the year. As a result of the three acquisitions that we completed
during 2008, the final sales growth percentage target to receive 100% of the potential
payout for the sales growth component was 6.4%. In 2008, this component was given a
weighting of 20% of the total potential MIP award.
 
    
    Improvements in various working capital metrics, including days sales outstanding in
accounts receivable, days sales in inventory and days payables outstanding. In 2008, this
component was given a weighting of 10% of the total potential MIP award.
 
    
    Various strategic objectives, which include safety goals and individual performance
goals. In 2008, performance with respect to these objectives was given a weighting of 10%
of the total potential MIP award.
  109




---



##### Table of Contents



Equity Participation under Successor Equity Plan
   Number of Class A
    
    
    Number of Class AName
    
    Common Units(1)
    
    
    Preferred UnitsJohn M. Ballbach (2)
    
    
    298,679.81
    
    
    
    6,000.60Jack L. Wyszomierski
    
    
    83,923.28
    
    
    
    2,060.73Matthew C. Malenfant
    
    
    39,131.37
    
    
    
    960.87George Van Kula
    
    
    70,436.46
    
    
    
    1,729.56Theodore C. Pulkownik
    
    
    97,828.42
    
    
    
    2,402.17
 
 (1)
    
    Includes founders common units in the following amounts:
Mr. Ballbach purchased 244,374.39 founders common units;
Mr. Wyszomierski purchased 65,273.66 founders common units;
Mr. Malenfant purchased 30,435.51 founders common units; Mr. Van Kula
purchased 54,783.91 founders common units; and Mr. Pulkownik purchased
76,088.77 founders common units.(2)
    
    The number of common units and preferred units listed for Mr. Ballbach
include units held by two Grantor Retained Annuity Trusts of which he
is the sole trustee.   110




---



##### Table of Contents



Retirement and Other Benefits
 U.S. Pension Plans.
 Savings Plan.
 Nonqualified Deferred Compensation Plan.
  111




---



##### Table of Contents



Perquisites and Other Personal Benefits
     Tax and Accounting Considerations
 Deductibility of Executive Compensation.
 Accounting for Share-Based Compensation.
 Compensation Committee Report
   
 Compensation Committee Interlocks and Insider Participation
  Executive Officer Employment Agreements
 Overview.
  112




---



##### Table of Contents



John M. Ballbach (Chairman, President & Chief Executive Officer).
 Jack L. Wyszomierski (Chief Financial Officer).
 Matthew C. Malenfant (Senior Vice President and President of North America, Lab Distribution
and Services).
 George Van Kula (Senior Vice President, General Counsel & Secretary).
 Theodore C. Pulkownik (Senior Vice President, Strategy and Corporate
Development).
 Cause
 Good reason
  113




---



##### Table of Contents



Executive Compensation Tables
 Summary Compensation Table
 Form 10-K.
 Change inPension Valueand NonqualifiedNon-Equity
    
    
    DeferredOption
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Stock Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    (2)($)
    
    
    (3)($)
    
    
    (4)($)
    
    
    (5)($)
    
    
    (6)($)
    
    
    (7)($)
    
    
    (8)($)
    
    
    ($)John M. Ballbach
    
    
    2008
    
    
    $
    925,008
    
    
    $
    
    
    
    $
    706,481
    
    
    $
    
    
    
    $
    565,180
    
    
    $
    
    
    
    $
    70,070
    
    
    $
    2,266,739Chairman, President and Chief
    
    
    2007
    
    
    
    787,506
    
    
    
    
    
    
    
    740,437
    
    
    
    2,081,574
    
    
    
    945,345
    
    
    
    
    
    
    
    77,615
    
    
    
    4,632,477Executive Officer
    
    
    2006
    
    
    
    650,004
    
    
    
    1,651,191
    
    
    
    100,000
    
    
    
    360,224
    
    
    
    548,096
    
    
    
    
    
    
    
    173,476
    
    
    
    3,482,991Jack L. Wyszomierski
    
    
    2008
    
    
    
    450,000
    
    
    
    
    
    
    
    184,929
    
    
    
    
    
    
    
    233,708
    
    
    
    
    
    
    
    62,167
    
    
    
    930,804Executive Vice President and
    
    
    2007
    
    
    
    417,504
    
    
    
    
    
    
    
    290,197
    
    
    
    116,377
    
    
    
    441,612
    
    
    
    
    
    
    
    38,303
    
    
    
    1,303,993Chief Financial Officer
    
    
    2006
    
    
    
    379,180
    
    
    
    670,000
    
    
    
    49,180
    
    
    
    61,084
    
    
    
    272,202
    
    
    
    
    
    
    
    25,032
    
    
    
    1,456,678Matthew C. Malenfant
    
    
    2008
    
    
    
    380,004
    
    
    
    
    
    
    
    86,228
    
    
    
    
    
    
    
    203,207
    
    
    
    29,870
    
    
    
    59,685
    
    
    
    758,994Senior Vice President and
    
    
    2007
    
    
    
    355,002
    
    
    
    
    
    
    
    240,307
    
    
    
    20,366
    
    
    
    347,083
    
    
    
    6,901
    
    
    
    49,881
    
    
    
    1,019,540President of North America,
LabDistribution and ServicesGeorge Van Kula(1)
    
    
    2008
    
    
    
    375,000
    
    
    
    
    
    
    
    155,210
    
    
    
    
    
    
    
    171,844
    
    
    
    
    
    
    
    57,206
    
    
    
    759,260Senior Vice President, General
    
    
    2007
    
    
    
    349,998
    
    
    
    
    
    
    
    177,093
    
    
    
    657,423
    
    
    
    209,578
    
    
    
    
    
    
    
    44,498
    
    
    
    1,438,590Counsel and Secretary
    
    
    2006
    
    
    
    210,594
    
    
    
    586,960
    
    
    
    
    
    
    
    253,766
    
    
    
    114,665
    
    
    
    
    
    
    
    162,986
    
    
    
    1,328,971Theodore C. Pulkownik
    
    
    2008
    
    
    
    325,008
    
    
    
    
    
    
    
    215,569
    
    
    
    
    
    
    
    148,935
    
    
    
    
    
    
    
    99,065
    
    
    
    788,577Senior Vice President, Strategy
    
    
    2007
    
    
    
    302,508
    
    
    
    
    
    
    
    207,603
    
    
    
    116,377
    
    
    
    181,141
    
    
    
    
    
    
    
    82,796
    
    
    
    890,425and Corporate Development
    
    
    2006
    
    
    
    275,010
    
    
    
    670,000
    
    
    
    
    
    
    
    61,084
    
    
    
    148,886
    
    
    
    
    
    
    
    89,664
    
    
    
    1,244,644
 
 (1)
    
    Mr. Van Kula joined us in his current position in May 2006.(2)
    
    This column reflects the actual salaries earned in 2008, 2007 and
2006, as applicable. In connection with the consummation of the
Merger, we entered into the Executive Officer Employment Agreements in
June 2007, which included new annualized salary terms. See the
discussion under Base Salary in the Compensation Discussion and
Analysis for more information.(3)
    
    Prior to the consummation of the Merger, long-term incentive
compensation consisted of equity issued under the CDRV Investors, Inc.
Stock Incentive Plan (the Predecessor Stock Plan) (i.e., through
equity purchases and grants of stock option and restricted stock
units) and a Retention Bonus Plan for certain executive officers and
employees who held restricted stock units.  114




---



##### Table of Contents



The amounts set forth in this column for 2006 represent the payments
made in 2006 to all holders of stock options under the Predecessor
Stock Plan as a result of our December 2006 recapitalization.
Specifically, in December 2006, we used the net proceeds from the sale
of $350 million aggregate principal amount of our then-outstanding
senior floating rate notes to pay a distribution to the holders of
CDRV Investors, Inc. common stock. Under the terms of the Predecessor
Stock Plan, this distribution required an adjustment to the exercise
price or other terms of then outstanding stock options to the extent
necessary or appropriate to reflect the distribution. Accordingly, the
exercise price of all stock options outstanding under the Predecessor
Stock Plan was reduced, but, in consideration of applicable U.S.
federal tax regulations, we were not able to reduce the exercise price
of certain stock options to reflect the distribution to the full
extent provided under the Predecessor Stock Plan. As a result, we made
cash payments of approximately $13.5 million to certain holders of
vested and unvested stock options, including certain of our named
executive officers, to ensure that such holders maintained the same
economic rights and benefits under such options after the distribution
as they had before the distribution. Individual payments were equal to
the difference, if any, between the per share amount of the
distribution and the amount by which the option exercise price would
otherwise have been reduced.In addition, in the cases of Messrs. Ballbach and Van Kula, the
amounts in this column for 2006 also represent one-time bonus payments
in 2006 relating to option grants, as described below.In connection with Mr. Ballbachs purchase of shares under the
Predecessor Stock Plan in March 2006, he was granted 58,929 options
with an exercise price of $75 per share, which exceeded the exercise
price of $56 per share included in Mr. Ballbachs October 2005
employment agreement. Accordingly, we paid Mr. Ballbach a one-time
bonus of $1,119,651, reflecting this increased exercise price.Pursuant to his March 2006 employment agreement, Mr. Van Kula was
granted under the Predecessor Stock Plan the right to purchase
6,670 shares and the right to acquire two options at an exercise price
of $75 per share for each share that he purchased. He purchased
6,670 shares in June 2006. The related options were not granted until
September 2006, and they were granted at an exercise price of $119 per
share, which was the per share fair value at the time of this grant.
Accordingly, we paid Mr. Van Kula a one-time bonus of $586,960,
reflecting this increased exercise price.(4)
    
    For 2008, this column represents the compensation cost recognized for
financial statement reporting purposes in 2008 for the portion of the
founders common units that vested in 2008. See Equity Participation
under Successor Equity Plan for more information).As a result of the Merger, in June 2007, all outstanding awards under
the Predecessor Stock Plan were cancelled and converted into the right
to receive cash payments with respect to such awards, and all
remaining installments under the Retention Bonus Plan vested and were
paid in accordance with the terms of that plan. Information regarding
these payments was provided in Item 11. Executive Compensation of
our Annual Report on Form 10-K for the year ended December 31, 2007
(the 2007 Form 10-K). For 2007, this column represents the
compensation cost recognized for financial statement reporting
purposes in 2007 for (i) restricted stock units issued under the
Predecessor Stock Plan, including amounts recognized due to the
acceleration of vesting of all outstanding unvested restricted stock
units upon the consummation of the Merger, in the following amounts:
Ballbach: $383,336; Wyszomierski: $196,722; Malenfant: $196,722; Van
Kula: $98,640; and Pulkownik: $98,640; and (ii) the portion of the
founders common units that vested in 2007, in the following amounts:
Ballbach: $357,101; Wyszomierski: $93,475; Malenfant: $43,585; Van
Kula: $78,453; and Pulkownik: $108,963 (see Equity Participation
under Successor Equity Plan for more information).For 2006, this column represents the compensation cost recognized for
financial statement reporting purposes in 2006 for restricted stock
units issued under the Predecessor Stock Plan that vested during that
year. The fair value of each unit was determined as of the grant date.(5)
    
    For 2007, this column represents the compensation cost recognized for
financial statement reporting purposes in 2007 for stock options
issued under the Predecessor Stock Plan, including amounts recognized
due to the acceleration of vesting of stock options upon the
consummation of the Merger. See the second paragraph of note (4) above
for more information.For 2006, this column represents the compensation cost recognized for
financial statement reporting purposes in 2006 for the fair value of
stock options granted to each of our named executive officers under
the Predecessor Stock Plan, in accordance with SFAS 123R. Pursuant to
SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. For
accounting purposes, Mr. Van Kulas right to purchase 6,670 shares
described in note (3) above was treated as an option. Accordingly, in
2006, we recognized compensation cost of $217,242 related to this
option in accordance with SFAS 123R, and this compensation cost is
included in the 2006 total for Mr. Van Kula.(6)
    
    This column represents amounts earned under the MIP for each of 2008,
2007 and 2006, as applicable, and, in the cases of Messrs. Ballbach,
Wyszomierski and Malenfant, amounts earned under the Retention Bonus
Plan (that was in place prior to the Merger) in the applicable year
(2007: $316,603, $158,278, and $158,278, respectively; and 2006:
Ballbach: $79,151; and Wyszomierski: $39,569 ). The payments in 2007
included all remaining amounts under the Retention Bonus Plan as a
result of the consummation of the Merger. See the second paragraph of
note (4) above for more information.(7)
    
    For Mr. Malenfant, this column represents the sum of the changes in
actuarial present value of the aggregate accumulated benefit under the
VWR International Retirement Plan and VWR International Supplemental
Benefits Plan during 2008 and 2007. See Pension Benefits for more
information.There were no above-market earnings on nonqualified deferred
compensation under the named executive officers Nonqualified Deferred
Compensation Plan notional accounts.  115




---



##### Table of Contents



(8)
    
    This column represents all other compensation paid to or earned by the
named executive officers, including the attributed costs to us of the
perquisites and other personal benefits provided in 2008, 2007 and
2006, as applicable. The amounts included for 2007 for Messrs. Van
Kula and Pulkownik reflect a downward correction to the amounts
previously reported in the 2007 Form 10-K regarding the Companys
restoration matching amounts that were made to the named executive
officers Nonqualified Deferred Compensation Plan notional accounts in
March 2008 as a result of our satisfaction of the relevant 2007
performance goal; Mr. Van Kulas matching amount was $1,000 less than
reported in the 2007 Form 10-K and Mr. Pulkowniks matching amount was
$5,506 less than reported in the 2007 Form 10-K.The perquisites and other personal benefits for 2008 included: monthly automobile allowances
and financial planning assistance for all of the named executive officers; reimbursement of
club membership dues for Messrs. Ballbach, Wyszomierski and Malenfant; and a housing allowance for Mr. Pulkownik. The 2008 housing allowance for Mr. Pulkownik was $45,000; each of
the other perquisites provided to the named executive officers in 2008 had an attributed cost
to us of less than $25,000.All other compensation for 2008 included: Company contributions to the Savings Plan of $12,190,
in the aggregate, for each named executive officer (which includes the performance-based
contribution of $2,990 to be made by the Company in March 2009 based on our 2008 performance 
see the Compensation Discussion and Analysis under Retirement and Other Benefits-Savings Plan
for more information); Company restoration matching contributions to the Nonqualified Deferred
Compensation Plan made by the Company in 2009 based on assumed maximum contributions to the
Savings Plan and actual contributions to the Nonqualified Deferred Compensation Plan made by
the named executive officers in 2008, in the amount of $11,300, $13,552, $14,183 and $11,046,
for Messrs. Wyszomierski, Malenfant, Van Kula and Pulkownik, respectively, and less than
$10,000 for Mr. Ballbach (see Nonqualified Deferred Compensation Plan for additional
information); and tax reimbursements, or gross-ups, for the taxable portion of certain
perquisites provided to the named executive officers, in the aggregate amount of approximately
$15,250 and $10,000 for Messrs. Ballbach and Wyszomierski, respectively, and less than $10,000
for each of the other named executive officers. Grants of Plan-Based Awards
  Estimated Future
    
    
    
    
    
    
    Estimated Future
    
    
    
    
    
    
    All OtherPayouts Under
    
    
    
    
    
    
    Payouts Under
    
    
    All Other Stock
    
    
    Option Awards:
    
    
    Exercise or
    
    
    Grant DateNon-Equity Incentive
    
    
    
    
    
    
    Under Equity Incentive
    
    
    Awards:
    
    
    Number of
    
    
    Base Price of
    
    
    Fair ValueIncentive Plan Awards(1)
    
    
    
    
    
    
    Plan Awards
    
    
    Number of
    
    
    Securities
    
    
    Option
    
    
    of Stock andThreshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Shares of Stock
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    or Units (#)
    
    
    Options (#)
    
    
    ($/sh)
    
    
    Awards ($)John M. Ballbach
    
    
    2/12/2008
    
    
    $
    
    
    
    $
    925,008
    
    
    $
    1,480,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Jack L. Wyszomierski
    
    
    2/12/2008
    
    
    
    
    
    
    
    382,500
    
    
    
    612,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Matthew C. Malenfant
    
    
    2/12/2008
    
    
    
    
    
    
    
    285,003
    
    
    
    456,005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    George Van Kula
    
    
    2/12/2008
    
    
    
    
    
    
    
    281,250
    
    
    
    450,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Theodore C. Pulkownik
    
    
    2/12/2008
    
    
    
    
    
    
    
    243,756
    
    
    
    390,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    These columns reflect the potential payments under the MIP for 2008 performance. The
2008 MIP is described in the Compensation Discussion and Analysis under Performance-Based
Cash Incentive Compensation. The components of the 2008 MIP were formally approved by the
Compensation Committee at its meeting on February 12, 2008. The Target
amounts reflected in the table assume 100% payout of the named executive officers
respective target cash bonus amounts (i.e., based on their target cash bonus percentages of
base salary). The Maximum amounts reflect the maximum cash bonus amounts payable to the
named executive officers based on the Component Percentage Achievement caps of 200% for the
Internal EBITDA component and 100% for each of the other components.  116




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-end
  Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout ValueNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedNumber of
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsSecurities
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnderlying
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatUnexercised
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotOptions
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable (#)
    
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    Date (#)
    
    
    (#)(1)
    
    
    ($)(2)
    
    
    (#)
    
    
    ($)John M. Ballbach
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152,148.16
    
    
    $
    152,148
    
    
    
    
    
    
    
    Jack L. Wyszomierski
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,639.56
    
    
    
    40,640
    
    
    
    
    
    
    
    Matthew C. Malenfant
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,949.23
    
    
    
    18,949
    
    
    
    
    
    
    
    George Van Kula
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,108.61
    
    
    
    34,109
    
    
    
    
    
    
    
    Theodore C. Pulkownik
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,373.08
    
    
    
    47,373
    
    
    
    
    
    
    
    
 
 (1)
    
    This column reflects the portion of the founders common units purchased by our named
executive officers that remained unvested at the end of 2008. Founders common units vest on
a daily pro rata basis over four years from the date of issuance (i.e., June 29, 2007, in
the case of our named executive officers).(2)
    
    There is no established public trading market for the preferred units or common units
(including the founders common units) of Holdings. For purposes of this column, the market
value of the founders common units is based on the purchase price ($1.00 per unit) for
founders common units as of the end of 2008, as determined pursuant to the Successor Equity
Plan and the related transaction documents. Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Value
    
    
    Number ofShares
    
    
    Realized
    
    
    Shares
    
    
    ValueAcquired
    
    
    Upon
    
    
    Acquired
    
    
    Realizedon Exercise
    
    
    Exercise
    
    
    on Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)(1)
    
    
    ($)(2)John M. Ballbach
    
    
    
    
    
    
    
    
    
    
    61,093.60
    
    
    
    Jack L. Wyszomierski
    
    
    
    
    
    
    
    
    
    
    16,318.42
    
    
    
    Matthew C. Malenfant
    
    
    
    
    
    
    
    
    
    
    7,608.88
    
    
    
    George Van Kula
    
    
    
    
    
    
    
    
    
    
    13,695.98
    
    
    
    Theodore C. Pulkownik
    
    
    
    
    
    
    
    
    
    
    19,022.19
    
    
    
    
 
 (1)
    
    This column reflects the portion of the founders common units purchased by our named
executive officers under the Successor Equity Plan that vested during 2008.(2)
    
    No value is realized as a result of vesting of the founders common units. See Equity
Participation under Successor Equity Plan for a description of the vesting of founders
common units. Pension Benefits
   117




---



##### Table of Contents



VWR Retirement Plan.
 
    
    a participants years of credited service multiplied by $240, and
 
    
    1% of a participants average annual compensation earned in the consecutive five year
period during which the participant was most highly paid (referred to as final average
earnings), plus an additional 0.75% of final average earnings in excess of one third of the
Social Security taxable wage base in the year the participant terminates employment, in each
case multiplied by the participants years of credited service (up to a maximum of
33 years).
    Supplemental Benefits Plan.
    Pension Plan Table.
  118




---



##### Table of Contents



Number of
    
    
    Present Value ofYears Credited
    
    
    AccumulatedName
    
    Plan Name
    
    Service
    
    
    BenefitMatthew C. Malenfant(1)
    
    VWR International Retirement Plan
    
    
    9.667
    
    
    $
    106,364VWR International Supplemental Benefits Plan
    
    
    9.667
    
    
    
    150,004
 
 (1)
    
    The accumulated benefit for Mr. Malenfant is based on service and
earnings (as described above) considered by the plans for the period
through December 31, 2008, and includes the additional amounts payable
to him under the U.S. SERP described above. The present value has been
calculated assuming Mr. Malenfant will remain in service until Social
Security retirement, which is the age at which retirement may occur
without any reduction in benefits, and that the benefit is payable (i)
with respect to his U.S. SERP Lump Sum Amount (as defined above under
-Supplemental Executive Retirement Plan), as a lump sum upon
termination of employment, and (ii) with respect to the rest of the
benefit, under the available forms of life annuity consistent with the
assumptions as described in Note 13 under Item 8  Financial
Statements and Supplementary Data in this Annual Report on Form 10-K.
As described in such Note, the interest assumption is 5.80%. Nonqualified Deferred Compensation Plan
     119




---



##### Table of Contents



Executive
    
    
    Registrant
    
    
    Aggregate
    
    
    AggregateContributions in
    
    
    Contributions in
    
    
    Earnings in
    
    
    Withdrawals/
    
    
    Aggregate BalanceName
    
    Last FY(1)
    
    
    Last FY(2)
    
    
    Last FY(3)
    
    
    Distributions
    
    
    at Last FYE(4)John M. Ballbach
    
    $
    
    
    
    $
    6,300
    
    
    $
    118
    
    
    $
    
    
    
    $
    12,918Jack L. Wyszomierski
    
    
    
    
    
    
    11,300
    
    
    
    208
    
    
    
    
    
    
    
    23,008Matthew C. Malenfant
    
    
    23,328
    
    
    
    13,552
    
    
    
    (3,383
    )
    
    
    
    
    
    
    45,086George Van Kula
    
    
    23,279
    
    
    
    14,183
    
    
    
    (430
    )
    
    
    
    
    
    
    30,504Theodore C. Pulkownik
    
    
    
    
    
    
    11,046
    
    
    
    64
    
    
    
    
    
    
    
    14,660
 
 (1)
    
    Represents the amount of 2008 base salary and cash bonus under the
2008 MIP (paid in 2009, the 2008 MIP Deferrals), if any, that the
named executive officers deferred into their Nonqualified Deferred
Compensation Plan notional accounts. Messrs Malenfants and Van
Kulas deferrals consist of: (i) 2008 base salary in the amount of
$15,200 and $11,250, respectively, each of which is included in the
column Salary of the Summary Compensation Table for 2008, and (ii)
2008 MIP Deferrals in the amount of $8,128 and $12,029, respectively,
each of which is included in the column Non-Equity Incentive Plan
Compensation of the Summary Compensation Table for 2008.(2)
    
    Represents Company restoration matching amounts (described above) that
were made to the named executive officers Nonqualified Deferred
Compensation Plan notional accounts in March 2009 as a result of our
satisfaction of the relevant 2008 performance goal (2008 Matching
Amounts). These amounts are included in the column All Other
Compensation of the Summary Compensation Table for 2008.(3)
    
    No portion of the amounts in this column constitute above-market
earnings under applicable SEC rules, and so no portion of such
amounts are included in the Summary Compensation Table for 2008.(4)
    
    The amounts in this column include 2008 MIP Deferrals, if any, and
2008 Matching Amounts. All amounts in this column that represent
contributions by the named executive officer or by the Company are
reported in the Summary Compensation Table for 2008 or 2007. The
earnings on such contributions are not, and in the past have not been,
reported in the Summary Compensation Table because such earnings are
not at a preferential or above-market rate. Termination and Change of Control Arrangements
    120




---



##### Table of Contents



JOHN M. BALLBACH
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control(2)
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,716,020
    
    
    $
    
    
    
    $
    
    
    
    $
    925,008
    
    
    $
    925,008Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 JACK L. WYSZOMIERSKI
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    1,259,408
    (6)
    
    $
    
    
    
    $
    
    
    
    $
    1,259,408
    
    
    $
    
    
    
    $
    
    
    
    $
    382,500
    
    
    $
    382,500Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 MATTHEW C. MALENFANT
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,008,169
    
    
    $
    
    
    
    $
    
    
    
    $
    285,003
    
    
    $
    285,003Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 GEORGE VAN KULA
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    995,033
    
    
    $
    
    
    
    $
    
    
    
    $
    281,250
    
    
    $
    281,250Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  121




---



##### Table of Contents



THEODORE C. PULKOWNIK
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    863,804
    
    
    $
    
    
    
    $
    
    
    
    $
    243,756
    
    
    $
    243,756Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Upon termination without cause or resignation for good reason, our
named executive officers are generally entitled to (i) one and a half
times (two times in the case of Mr. Ballbach) the sum of the
executives then current base salary plus his target bonus for the
year in which termination or resignation occurs, payable in equal
installments over the 12-month period following termination and
(ii) continued health benefits for the 12-month period (18-month
period in the case of Mr. Ballbach) following termination. See
Executive Officer Employment Agreements for additional information
regarding the named executive officers employment arrangements.(2)
    
    In the event excise taxes become payable under Section 280G and
Section 4999 of the Code as a result of any excess parachute
payments, as that phrase is defined by the Internal Revenue Service,
upon a change of control of the Company, Mr. Ballbachs Executive
Officer Employment Agreement provides that the Company will pay the
excise tax as well as a gross-up for the impact of the excise tax
payment. There currently are no arrangements between the Company and
Mr. Ballbach that the Company expects would result in any such excise
tax payment upon a change of control of the Company.(3)
    
    Upon termination by reason of death, the named executive officers
beneficiary or estate, as applicable, will be entitled to receive a
lump sum payment in an amount equal to the target bonus for the year
in which such termination occurs, prorated for the portion of such
year prior to the death.(4)
    
    Upon termination by reason of disability, the named executive officer
will be entitled to receive a lump sum payment in an amount equal to
the target bonus for the year in which such termination occurs,
prorated for the portion of such year prior to the termination. In
addition, the named executive officer will be entitled to receive
payments of base salary until payments to him under VWRs long-term
disability plan commence but in any event for a period not to exceed
18 months from the date of termination.(5)
    
    All founders common units will vest upon the sale of substantially all
of Holdings or our assets or upon certain other change of control
events. Upon an initial public offering of our stock or of Holdings
units, or if the named executive officer becomes permanently disabled
or dies, the founders common units that would have vested in the next
12 months will vest immediately. If the named executive officers
employment terminates for any reason other than for cause, vested
founders common units can be repurchased by or sold to Holdings at
fair market value, as calculated in accordance with the relevant
transaction documents, and unvested units can be repurchased by or
sold to Holdings at the lower of original cost or fair market value.
Upon a termination for cause, both vested and unvested founders
common units can be repurchased by or sold to Holdings at the lower of
original cost or fair market value. See Equity Participation under
Successor Equity Plan for more information.(6)
    
    Mr. Wyszomierski is also entitled to the severance arrangements
described in Note (1) above if he resigns for any reason during the
period from December 29, 2008 through June 29, 2010.
Effective June 30, 2009, Mr. Wyszomierski will retire as
Executive Vice President and Chief Executive Officer of VWR Funding,
Inc. and VWR International, LLC.  122




---



##### Table of Contents



Director Compensation
   Fees
    
    
    
    
    
    
    
    
    
    
    Non-EquityEarned
    
    
    
    
    
    
    
    
    
    
    Incentiveor Paid in
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Robert L. Barchi
    
    $
    100,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000Edward A. Blechschmidt
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Robert P. DeCresce
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Harry M. Jansen Kraemer, Jr.
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Carlos del Salto
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Robert J. Zollars
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
   123




---



##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   
    
    each person who is the beneficial owner of more than 5% of outstanding common units and
preferred units;
 
    
    each of our directors and our named executive officers; and
 
    
    our directors and executive officers as a group.
  Class A Common Units(1)
    
    
    Class A Preferred Units(1)Number
    
    
    Percent of Class
    
    
    Number
    
    
    Percent of ClassPrincipal Stockholders:Madison Dearborn(2)
    
    
    10,572,738.12
    
    
    
    75.15
    %
    
    
    1,175,259.52
    
    
    
    83.23
    %Avista Capital Partners, LLC(3)
    
    
    1,076,259.68
    
    
    
    7.65
    %
    
    
    117,685.69
    
    
    
    8.33
    %Directors and Executive Officers:John M. Ballbach(4)
    
    
    298,679.81
    
    
    
    2.12
    %
    
    
    6,000.60
    
    
    
    *Jack L. Wyszomierski
    
    
    83,923.28
    
    
    
    *
    
    
    
    2,060.73
    
    
    
    *George Van Kula
    
    
    70,436.46
    
    
    
    *
    
    
    
    1,729.56
    
    
    
    *Matthew C. Malenfant
    
    
    39,131.37
    
    
    
    *
    
    
    
    960.87
    
    
    
    *Manuel Brocke-Benz
    
    
    39,131.37
    
    
    
    *
    
    
    
    960.87
    
    
    
    *Wu Ming Kei (a/k/a Eddy Wu)
    
    
    19,565.68
    
    
    
    *
    
    
    
    480.43
    
    
    
    *Paul A. Dumas
    
    
    29,348.52
    
    
    
    *
    
    
    
    720.65
    
    
    
    *Theodore C. Pulkownik
    
    
    97,828.42
    
    
    
    *
    
    
    
    2,402.17
    
    
    
    *Jon Michael Colyer
    
    
    25,435.39
    
    
    
    *
    
    
    
    624.56
    
    
    
    *Gregory L. Cowan
    
    
    14,244.52
    
    
    
    *
    
    
    
    349.77
    
    
    
    *Timothy P. Sullivan(2)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Nicholas W. Alexos(2)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Harry M. Jansen Kraemer, Jr.(5)
    
    
    83,612.04
    
    
    
    *
    
    
    
    4,116.39
    
    
    
    *Dr. Robert L. Barchi
    
    
    8,000.00
    
    
    
    *
    
    
    
    
    
    
    
    *Edward A. Blechschmidt
    
    
    8,000.00
    
    
    
    *
    
    
    
    
    
    
    
    *Thompson Dean(3)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Dr. Robert P. DeCresce
    
    
    12,249.55
    
    
    
    *
    
    
    
    170.75
    
    
    
    *Carlos del Salto
    
    
    8,896.88
    
    
    
    *
    
    
    
    99.1
    
    
    
    *Pamela Forbes Lieberman(6)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Robert J. Zollars(7)
    
    
    9,722.02
    
    
    
    *
    
    
    
    190.28
    
    
    
    *All Directors and Executive Officers as a group
(20 persons)(2)(3)
    
    
    12,497,203.11
    
    
    
    88.83
    %
    
    
    1,313,811.94
    
    
    
    93.04
    %
 
 *
    
    Denotes less than one percent.(1)
    
    For information regarding the voting rights of Holdings common units and preferred units,
see Description of Equity Capital of Holdings below.  124




---



##### Table of Contents



(2)
    
    Madison Dearborn Capital Partners V-A, L.P. (MDP V-A) is the indirect beneficial owner of
6,813,173.04 common units and 758,327.30 preferred units, Madison Dearborn Capital Partners
V-C, L.P. (MDP V-C) is the indirect beneficial owner of 1,807,413.56 common units and
201,171.12 preferred units, Madison Dearborn Capital Partners V Executive-A, L.P. (MDP
Executive) is the indirect beneficial owner of 68,461.51 common units and 7,619.67 preferred
units, MDCP Co-Investors (Varietal), L.P. (Varietal) is the indirect beneficial owner of
1,749,749.91 common units and 193,275.37 preferred units and MDCP Co-Investors (Varietal-2),
L.P. (Varietal-2 and together with MDP V-A, MDP V-C, MDP Executive and Varietal, the MDP
Funds) is the indirect beneficial owner of 133,940.10 common units and 14,866.06 preferred
units. Madison Dearborn Partners V-A&C, L.P. (MDP A&C) is the general partner of each of the
MDP Funds. John A. Canning, Jr., Paul J. Finnegan and Samuel M. Mencoff are the sole members
of a limited partner committee of MDP A&C that have the power, acting by majority vote, to
vote or dispose of the units directly held by the MDP Funds. Messrs. Canning, Finnegan and
Mencoff each hereby disclaims any beneficial ownership of any shares directly held by the MDP
Funds. Each of Messrs. Sullivan, Alexos and Kraemer, Jr. are employed by or affiliated with
the ultimate general partner of the MDP Funds and disclaim beneficial ownership of the units
held by the MDP Funds except to the extent of his pecuniary interest therein. The address for
MDP A&C and Messrs. Alexos, Sullivan, Kraemer, Canning, Finnegan and Mencoff is c/o Madison
Dearborn Partners, LLC, Three First National Plaza, Suite 4600, 70 West Madison Street,
Chicago, Illinois 60602.(3)
    
    Avista Capital Partners, L.P. (ACP) is the indirect beneficial owner of 780,706.14 common
units and 85,367.82 preferred units and ACP-VWR Holdings LLC (ACP-VWR) is the indirect
beneficial owner of 295,553.54 common units and 32,317.87 preferred units. Avista Capital
Partners GP, LLC (Avista GP) is the general partner of ACP and Avista Capital Partners
(Offshore), L.P., the managing member of ACP-VWR. Mr. Dean and Steven Webster are Co-Managing
Partners of Avista Capital Managing Member, LLC, the managing member of Avista GP.
Accordingly, Messrs. Dean and Webster have the power, acting by majority vote, to vote or
dispose of the units held by ACP and ACP-VWR. Messrs. Dean and Webster each disclaim
beneficial ownership of the units held by ACP and ACP-VWR, except to the extent of his
pecuniary interest therein. The address for Avista Capital Partners, LLC and Messrs. Dean and
Webster is c/o Avista Capital Holdings, LP, 65 East 55th Street, 18th Floor, New York, New
York 10022.(4)
    
    Includes 45,874.54 common units and 921.72 preferred units held by the John M. Ballbach 2007
Grantor Retained Annuity Trust, and 43,729.40 common units and 878.30 preferred units held by
the John M. Ballbach 2009 Grantor Retained Annuity Trust; Mr. Ballbach is the sole trustee of
each of these Trusts. Mr. Ballbach has voting and investment authority over the securities
held by the Trusts, but disclaims beneficial ownership of the securities held by the Trusts
except to the extent of his pecuniary interest therein. The address for the Trusts is: The
Wilmington Trust Company, c/o Gerhard T. van Arkel, 797 East Lancaster Avenue, Villanova, PA
19085.(5)
    
    Includes units referenced in note (2) and 83,612.04 and 4,116.39 common units and preferred
units, respectively, held by Mr. Kraemer.(6)
    
    Ms. Forbes Lieberman
acquired 8,000.00 common units on March 24, 2009, which constitute less
than one percent of outstanding common units.(7)
    
    Units are held by Zoco L.P., a Nevada limited partnership. Mr. Zollars and his wife are the
sole general and limited partners of Zoco L.P. Description of Equity Capital of Holdings
  Preferred Units
 Yield.
 Redemptions; Distributions.
  125




---



##### Table of Contents



First
 Second
 Third
  Voting Rights.
 Common Units
 Redemptions; Distributions.
 Voting Rights.
  Equity Compensation Plan Information
  Number of SecuritiesRemaining for FutureIssuance Under EquityNumber of Securities to
    
    
    Weighted-Average
    
    
    Compensation Plansbe Issued Upon Exercise
    
    
    Exercise Price of
    
    
    (Excluding Securitiesof Outstanding Options
    
    
    Outstanding Options
    
    
    Reflected in Column (a))Plan Category
    
    (a)(1)
    
    
    (b)(1)
    
    
    (c)(1)Equity compensation plans approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total at December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The Successor Equity Plan was approved by Holdings Board of Managers and its members on
June 29, 2007. There are no options outstanding under the Successor Equity Plan; the only
securities that have been issued pursuant to the Successor Equity Plan are preferred units
and common units. See Description of Equity Capital of Holdings above for a description of
the securities. There is no mandatory limitation on the number of securities remaining for
issuance under the Successor Equity Plan.  126




---



##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
 Payments to Madison Dearborn and Avista
  Management Equity Arrangements
      127




---



##### Table of Contents



Number of Class A
    
    Number of Class AName
    
    Common Units
    
    Preferred UnitsJohn M. Ballbach(1)
    
    
    298,679.81
    
    
    
    6,000.60Jack L. Wyszomierski
    
    
    83,923.28
    
    
    
    2,060.73George Van Kula
    
    
    70,436.46
    
    
    
    1,729.56Matthew C. Malenfant
    
    
    39,131.37
    
    
    
    960.87Wu Ming Kei (a/k/a Eddy Wu)
    
    
    19,565.68
    
    
    
    480.43Manuel Brocke-Benz
    
    
    39,131.37
    
    
    
    960.87Paul A. Dumas
    
    
    29,348.52
    
    
    
    720.65Theodore C. Pulkownik
    
    
    97,828.42
    
    
    
    2,402.17Jon Michael Colyer
    
    
    25,435.39
    
    
    
    624.56Gregory L. Cowan
    
    
    14,244.52
    
    
    
    349.77
 
 (1)
    
    Includes 45,874.54 common units and 921.72 preferred units held by the John M. Ballbach
2007 Grantor Retained Annuity Trust, and 43,729.40 common units and 878.30 preferred units
held by the John M. Ballbach 2009 Grantor Retained Annuity Trust. Mr. Ballbach is the
trustee of both Trusts. Miscellaneous
      128




---



##### Table of Contents



Review and Approval of Transactions with Related Persons
  Director Independence
        Nominating &Corporate GovernanceAudit Committee
    
    Compensation Committee
    
    Finance Committee
    
    CommitteeNicholas W. Alexos
    
    Timothy P. Sullivan
    
    John M. Ballbach
    
    Timothy P. SullivanEdward Blechschmidt
    
    Robert P. DeCresce
    
    Timothy P. Sullivan
    
    John M. BallbachCarlos del Salto
    
    Robert J. Zollars
    
    Nicholas W. Alexos
    
    Robert J. ZollarsHarry M. Jansen
    
    Robert L. BarchiKraemer, Jr.
    
    Thompson Dean
   129




---



##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Type of Fees
    
    2008
    
    
    2007(dollars in thousands)Audit Fees (1)
    
    $
    3,558
    
    
    $
    4,484Audit-Related Fees (2)
    
    
    81
    
    
    
    1,106Tax Fees (3)
    
    
    
    
    
    
    39$
    3,639
    
    
    $
    5,629
 
 (1)
    
    2008 and 2007 audit fees relate to the audit of the Companys global operations including
statutory audits, fees related to the audit of internal controls over financial reporting
and fees related to various European employee benefit plan audits.(2)
    
    Audit-related services in 2008 include agreed upon procedures reports primarily
associated with the statutory merger of certain foreign entities. Audit-related services in
2007 primarily includes assistance with due diligence associated with the Merger and various
other procedures associated with the Offering Circulars for the Senior Notes and Senior
Subordinated Notes, the Senior Secured Credit Facility, and the December 2007 filing of a
registration statement on Form S-4 with respect to the Senior Notes.(3)
    
    Fees for the year ended 2007 relate to tax compliance services. Pre-Approval Policy for Auditor Services
     130




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   PageVWR FUNDING, INC. (Successor) and CDRV INVESTORS, INC. (Predecessor)Report of Independent Registered Public Accounting Firm
    
    
    44Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    45Consolidated Statements of Operations for the year ended December 31,
2008, the periods included in the year ended December 31, 2007 and
for the year ended December 31, 2006
    
    
    46Consolidated Statement of Stockholders Equity and Other
Comprehensive Income (Loss) for the year ended December 31, 2008, the
periods included in the year ended December 31, 2007 and for the year
ended December 31, 2006
    
    
    47Consolidated Statements of Cash Flows for the year ended December 31,
2008, the periods included in the year ended December 31, 2007 and
for the year ended December 31, 2006
    
    
    49Notes to Consolidated Financial Statements
    
    
    50Schedule II  Valuation and Qualifying Accounts for the year ended
December 31, 2008, the periods included in the year ended
December 31, 2007 and for the year ended December 31, 2006
    
    
    137
  131




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing3.1
    
    
    Certificate of Incorporation of VWR Funding, Inc.
    
    Previously filed as
Exhibit 3.1 to Form
S-4, filed on
December 21, 20073.2
    (a)
    
    Bylaws of VWR Funding, Inc. (pursuant to the Agreement and Plan of
Merger, dated May 2, 2007, between Varietal Distribution Merger
Sub, Inc. (Merger Sub), Varietal Distribution Holdings, LLC, and
CDRV Investors, Inc., pursuant to which Merger Sub merged with and
into CDRV Investors, Inc. on June 29, 2007, with CDRV Investors,
Inc. as the surviving corporation, the Bylaws of Merger Sub became
the Bylaws of VWR Funding, Inc., as the surviving corporation)
    
    Previously filed as
Exhibit 3.2(a) to
Form S-4, filed on
December 21, 20073.2
    (b)
    
    Amendment to said Bylaws
    
    Previously filed as
Exhibit 3.2(b) to
Form S-4, filed on
December 21, 20074.1
    (a)
    
    Indenture, dated as of April 7, 2004, by and among CDRV
Acquisition Corporation, as Issuer (the rights and obligations of
which were assumed by VWR International, Inc.), the Subsidiary
Guarantors from time to time parties thereto, as Subsidiary
Guarantors and Wells Fargo Bank, National Association, as Trustee,
relating to the 8% Senior Subordinated Notes due 2014 of CDRV
Acquisition Corporation
    
    Previously filed as
Exhibit 4.5 to VWR
International, Inc.
Form S-4, filed on
August 30, 20044.1
    (b)
    
    Supplemental Indenture, dated as of April 7, 2004, relating to the
8% Senior Subordinated Notes
    
    Previously filed as
Exhibit 4.7 to VWR
International, Inc.
Form S-4, filed on
August 30, 20044.1
    (c)
    
    Form of 8% Senior Subordinated Notes
    
    Previously filed as
Exhibit 4.11 to VWR
International, Inc.
Form S-4, filed on
August 30, 20044.1
    (d)
    
    Supplemental Indenture, dated as of April 7, 2004, relating to the
8% Senior Subordinated Notes
    
    Previously filed as
Exhibit 4.13 to
Amendment No. 2 to
VWR International,
Inc. Form S-4,
filed on November
19, 20044.1
    (e)
    
    Supplemental Indenture, effective as of June 29, 2007, relating to
the 8% Senior Subordinated Notes
    
    Previously filed as
Exhibit 4.4 to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.2
    (a)
    
    Credit Agreement, dated as of June 29, 2007, among VWR Funding,
Inc., the Foreign Subsidiary Borrowers from time to time parties
thereto, the Lenders from time to time parties thereto, Bank of
America, N.A., as Administrative Agent and Collateral Agent, and
the Arrangers and other Agents named therein
    
    Previously filed as
Exhibit 4.5(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.2
    (b)
    
    Guarantee and Collateral Agreement, dated as of June 29, 2007,
among VWR Investors, Inc., VWR Funding, Inc., the Subsidiaries
from time to time parties thereto, and Bank of America, N.A., as
Collateral Agent
    
    Previously filed as
Exhibit 4.5(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.3
    (a)
    
    Indenture, dated as of June 29, 2007, by and among VWR Funding,
Inc., the Guarantors from time to time parties thereto, and Law
Debenture Trust Company of New York, as Trustee, relating to
10.25% Senior Notes due 2015 (including form of Note attached as
an exhibit thereto)
    
    Previously filed as
Exhibit 4.6(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.3
    (b)
    
    Purchase Agreement, dated as of June 26, 2007, by and among VWR
Funding, Inc. and the Representatives of the Purchasers named
therein, relating to 10.25% Senior Notes due 2015
    
    Previously filed as
Exhibit 4.6(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.3
    (c)
    
    Exchange and Registration Rights Agreement, dated as of June 29,
2007, among VWR Funding, Inc., the Guarantors from time to time
parties thereto, and the Representatives of the Purchasers named
therein
    
    Previously filed as
Exhibit 4.6(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 2007
  132




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing4.4
    (a)
    
    Indenture, dated as of June 29, 2007, by and among VWR Funding,
Inc., the Guarantors from time to time parties thereto, and Law
Debenture Trust Company of New York, as Trustee, relating to
10.75% Senior Subordinated Notes due 2017 (including forms of
Notes attached as an exhibit thereto)
    
    Previously filed as
Exhibit 4.7(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.4
    (b)
    
    Purchase Agreement, dated as of June 27, 2007, by and among VWR
Funding, Inc. and the Purchasers named therein, relating to
10.75% Senior Subordinated Notes due 2017
    
    Previously filed as
Exhibit 4.7(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.4
    (c)
    
    Exchange and Registration Rights Agreement, dated as of June 29,
2007, among VWR Funding, Inc., the Guarantors from time to time
parties thereto, and the Purchasers named therein
    
    Previously filed as
Exhibit 4.7(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.1
    (a)
    
    Agreement and Plan of Merger, dated May 2, 2007, among Varietal
Distribution Holdings, LLC, Varietal Distribution Merger Sub,
Inc., and VWR Funding, Inc. (formerly CDRV Investors, Inc.)
    
    Previously filed as
Exhibit 10.1(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.1
    (b)
    
    First Amendment to said Merger Agreement, dated May 7, 2007
    
    Previously filed as
Exhibit 10.1(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.1
    (c)
    
    Second Amendment to said Merger Agreement, dated May 30, 2007
    
    Previously filed as
Exhibit 10.1(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.2
    
    
    Amended and Restated Management Services Agreement, dated as of
June 29, 2007, between VWR Funding, Inc. and Madison Dearborn
Partners V-B, L.P.
    
    Previously filed as
Exhibit 10.1 to
Quarterly Report on
Form 10-Q for the
period ended
September 30, 200710.3
    (a)
    
    Varietal Distribution Holdings, LLC 2007 Securities Purchase Plan**
    
    Previously filed as
Exhibit 10.3(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.3
    (b)
    
    Limited Liability Company Agreement, dated June 29, 2007, among
Varietal Distribution Holdings, LLC and the unitholders named
therein from time to time**
    
    Previously filed as
Exhibit 10.3(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.3
    (c)
    
    Securityholders Agreement, dated June 29, 2007, among Varietal
Distribution Holdings, LLC and the other parties named therein
from time to time**
    
    Previously filed as
Exhibit 10.3(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.3
    (d)
    
    Form of Management Unit Purchase Agreement**
    
    Previously filed as
Exhibit 10.3(d) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.4
    (a)
    
    Employment Letter, dated June 29, 2007, between VWR International,
LLC and John M. Ballbach**
    
    Previously filed as
Exhibit 10.4 to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.4
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between
VWR International, LLC and John M. Ballbach**
    
    Filed herewith10.4
    (c)
    
    Amendment to Employment Letter, dated February 10, 2009, between
VWR International, LLC and John M. Ballbach**
    
    Filed herewith10.5
    (a)
    
    Employment Letter, dated June 29, 2007, between VWR International,
LLC and Jack L. Wyszomierski**
    
    Previously filed as
Exhibit 10.5 to
Quarterly Report on
Form 10-Q for the
period ended June
30, 2007
  133




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing10.5
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between
VWR International, LLC and Jack L. Wyszomierski**
    
    Filed herewith10.6
    (a)
    
    Employment Letter, dated June 29, 2007, between VWR International,
LLC and George Van Kula**
    
    Previously filed as
Exhibit 10.6 to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.6
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between
VWR International, LLC and George Van Kula**
    
    Filed herewith10.7
    (a)
    
    Employment Letter, dated June 29, 2007, between VWR International,
LLC and Theodore C. Pulkownik**
    
    Previously filed as
Exhibit 10.7(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.7
    (b)
    
    Supplemental Employment Letter, dated July 25, 2007, between VWR
International, LLC and Theodore C. Pulkownik**
    
    Previously filed as
Exhibit 10.7(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.7
    (c)
    
    Amendment to Employment Letter, dated December 18, 2008, between
VWR International, LLC and Theodore C. Pulkownik**
    
    Filed herewith10.8
    (a)
    
    Employment Letter, dated June 29, 2007, between VWR International,
LLC and Matthew Malenfant**
    
    Previously filed as
Exhibit 10.8 to
Annual Report on
Form 10-K for the
year ended December
31, 200710.8
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between
VWR International, LLC and Matthew Malenfant**
    
    Filed herewith10.9
    (a)
    
    VWR International Nonqualified Deferred Compensation Plan,
effective May 1, 2007**
    
    Previously filed as
Exhibit 10.1 to
Quarterly Report on
Form 10-Q for the
period ended March
31, 200710.9
    (b)
    
    Amendment to said Plan**
    
    Previously filed as
Exhibit 10.9(b) to
Annual Report on
Form 10-K for the
year ended December
31, 200710.10
    (a)
    
    VWR International Nonqualified Deferred Compensation Plan
Trust Agreement, dated as of May 1, 2007, between VWR
International, Inc. and Wells Fargo, N.A**
    
    Previously filed as
Exhibit 10.2 to
Quarterly Report on
Form 10-Q for the
period ended March
31, 200710.10
    (b)
    
    Amendment to said Trust Agreement**
    
    Previously filed as
Exhibit 10.10(b) to
Annual Report on
Form 10-K for the
year ended December
31, 200710.11
    (a)
    
    VWR International Amended and Restated Retirement Plan**
    
    Previously filed as
Exhibit 10.8(a) to
Annual Report on
Form 10-K for the
year ended December
31, 200610.11
    (b)
    
    Amendment No. 1 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.8(b) to
Annual Report on
Form 10-K for the
year ended December
31, 200610.11
    (c)
    
    Amendment No. 2 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.8(c) to
Annual Report on
Form 10-K for the
year ended December
31, 200610.11
    (d)
    
    Amendment No. 3 to said Retirement Plan**
    
    Filed herewith10.12
    
    
    VWR International, LLC Amended and Restated Supplemental Benefits
Plan**
    
    Filed herewith10.13
    
    
    VWR International Retention Bonus Plan**
    
    Previously filed as
Exhibit 10.3 to VWR
International, Inc.
Form 8-K, filed on
December 12, 200610.14
    
    
    Board Compensation Policy**
    
    Previously filed as
Exhibit 10.14 to
Annual Report on
Form 10-K for the
year ended December
31, 2007
  134




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges
    
    Filed herewith21.1
    
    
    List of Subsidiaries
    
    Filed herewith24
    
    
    Power of Attorney
    
    Filed herewith31.1
    
    
    Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    
    Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32.1
    
    
    Certificate of Principal Executive Officer pursuant to 18 U.S.C.
1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
    
    Furnished herewith32.2
    
    
    Certificate of Principal Financial Officer pursuant to 18 U.S.C.
1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
    
    Furnished herewith
 
 *
    
    Investors should not rely on any representations and warranties, or
similar statements, contained in the Exhibits other than those contained
in Exhibits 31.1, 31.2, 32.1 and 32.2.**
    
    Denotes management contract or compensatory plan, contract or arrangement. SUPPLEMENTAL INFORMATION
   135




---



##### Table of Contents



VWR FUNDING, INC.By:
    /s/  Gregory L. CowanName:
    Gregory L. CowanTitle:
    Vice President and Corporate Controller
(Chief Accounting Officer and Duly
Authorized Officer)   Signature
    
    Title
    
    Date/s/ John M. Ballbach

John M. Ballbach
    
    Chairman, President and
Chief Executive Officer
    
    March 30, 2009/s/ Jack L. Wyszomierski

Jack L. Wyszomierski
    
    Executive Vice President and
Chief Financial Officer
    
    March 30, 2009/s/ Gregory L. Cowan

Gregory L. Cowan
    
    Vice President and
Corporate Controller
    
    March 30, 2009
 Directors:Nicholas W. Alexos
    
    Thompson DeanRobert L. Barchi
    
    Pamela Forbes LiebermanEdward A. Blechschmidt
    
    Harry M. Jansen Kraemer, Jr.Robert P. DeCresce
    
    Timothy P. SullivanCarlos del Salto
    
    Robert J. Zollars
  /s/ George Van Kula

George Van Kula
    
    Attorney-in-fact
    
    March 30, 2009
  136




---



##### Table of Contents



Schedule II  Valuation of Qualifying Accounts
 VWR FUNDING, INC.
 For the Year Ended
December 31, 2008 and for the Period June 30 
December 31, 2007 (Successor)
 Balance at
    
    
    
    
    
    
    ForeignCurrency
    
    
    Increase/(Deductions)
    
    
    Balance atBeginning of
    
    
    Charged to
    
    
    Translation
    
    
    From
    
    
    End ofPeriod
    
    
    Income
    
    
    Adjustment
    
    
    Reserves
    
    
    Period(Dollars in millions)Year ended December 31, 2008Allowance
for doubtful receivables(1)
    
    $
    12.0
    
    
    $
    2.7
    
    
    $
    (0.8
    )
    
    $
    (3.8
    )
    
    $
    10.1Valuation allowance on deferred taxes(2)
    
    $
    36.2
    
    
    $
    2.8
    
    
    $
    (2.4
    )
    
    $
    10.6
    
    
    $
    47.2June 30, 2007  December 31, 2007Allowance for doubtful receivables(1)
    
    $
    9.6
    
    
    $
    2.6
    
    
    $
    0.4
    
    
    $
    (0.6
    )
    
    $
    12.0Valuation
allowance on deferred taxes(2)
    
    $
    43.6
    
    
    $
    3.1
    
    
    $
    3.4
    
    
    $
    (13.9
    )
    
    $
    36.2
 
 (1)
    
    Deductions from reserves
indicates bad debts charged off, less recoveries.(2)
    
    Increase/(deductions) from reserves
indicates utilization and other adjustments not charged or credited
to income. 
 CDRV INVESTORS, INC.
For the Period January 1  June 29, 2007 and for the Year
Ended December 31, 2006 (Predecessor)
 Balance at
    
    
    
    
    
    
    ForeignCurrency
    
    
    Increase/(Deductions)
    
    
    Balance atBeginning of
    
    
    Charged to
    
    
    Translation
    
    
    From
    
    
    End ofPeriod
    
    
    Income
    
    
    Adjustment
    
    
    Reserves
    
    
    Period(Dollars in millions)January 1, 2007  June 29, 2007Allowance
for doubtful receivables(1)
    
    $
    9.8
    
    
    $
    1.0
    
    
    $
    0.2
    
    
    $
    (1.4
    )
    
    $
    9.6Valuation allowance on deferred taxes(2)
    
    $
    39.5
    
    
    $
    0.1
    
    
    $
    0.8
    
    
    $
    3.2
    
    
    $
    43.6Year ended December 31, 2006Allowance
for doubtful receivables(1)
    
    $
    6.6
    
    
    $
    6.0
    
    
    $
    0.4
    
    
    $
    (3.2
    )
    
    $
    9.8Valuation allowance on deferred taxes(2)
    
    $
    21.8
    
    
    $
    0.3
    
    
    $
    2.8
    
    
    $
    14.6
    
    
    $
    39.5
 
 (1)
    
    Deductions from reserves
indicates bad debts charged off, less recoveries. (2)
    
    Increase from reserves
indicates utilization and other adjustments not charged or credited
to income.  137




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit*Number

    
    Description of Documents10.4
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between VWR
International, LLC and John M. Ballbach**10.4
    (c)
    
    Amendment to Employment Letter, dated February 10, 2009, between VWR
International, LLC and John M. Ballbach**10.5
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between VWR
International, LLC and Jack L. Wyszomierski**10.6
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between VWR
International, LLC and George Van Kula**10.7
    (c)
    
    Amendment to Employment Letter, dated December 18, 2008, between VWR
International, LLC and Theodore C. Pulkownik**10.8
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between VWR
International, LLC and Matthew Malenfant**10.11
    (d)
    
    Amendment No. 3 to said Retirement Plan**10.12
    
    
    VWR International, LLC Amended and Restated Supplemental Benefits Plan**12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges21.1
    
    
    List of Subsidiaries24
    
    
    Power of Attorney31.1
    
    
    Certification of Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    
    Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)32.2
    
    
    Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
 
 *
    
    Investors should not rely on any representations and warranties, or
similar statements, contained in the Exhibits other than those contained
in Exhibits 31.1, 31.2, 32.1 and 32.2.**
    
    Denotes management contract or compensatory plan, contract or arrangement.  138