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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 1934For the Fiscal Year Ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For to 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
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1310 Goshen Parkway
    PO. Box 2656
    West Chester, PA(Address of principal
    executive offices)

19380(Zip code)   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
  o þ
  o þ
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    file o

Accelerated filer
    o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  None




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##### 





TABLE OF
    CONTENTS
   
  PagePART IITEM 1.

BUSINESS


1ITEM 1A.

RISK FACTORS


8ITEM 1B.

UNRESOLVED STAFF COMMENTS


17ITEM 2.

PROPERTIES


18ITEM 3.

LEGAL PROCEEDINGS


18ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


19PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


19ITEM 6.

SELECTED FINANCIAL DATA


22ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


23ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


45ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


47ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


112ITEM 9A.

CONTROLS AND PROCEDURES


112ITEM 9B.

OTHER INFORMATION


114PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


114ITEM 11.

EXECUTIVE COMPENSATION


118ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


139ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND
    DIRECTOR INDEPENDENCE


142ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


147PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


148Employment Letter, dated June 29, 2007, between VWR International, LLC and Matthew MalenfantAmendment to said PlanAmendment to said Trust AgreementBoard Compensation PolicyComputation of Ratio of Earnings to Fixed ChargesList of SubsidiariesPower of AttorneyCertification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)      Form 10-K, and/or
 i




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PART I  ITEM 1.
    BUSINESS  Overview
    on-site
      Form 10-K
     1




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Customers
    and Markets
          on-site
  Products
   2




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Line

ProductsGeneral Laboratory Supplies

Includes disposable laboratory products, including plasticware,
    glassware, liquid handling products and general supplies.
    Products are primarily used in research and development and all
    areas of test and measurement. Examples are bottles, vials,
    petri dishes, multi-well plates, tubes, beakers, flasks,
    cylinders, pipettors, pipet tips, shippers, stir bars, timers,
    slides and various apparatus. Among other uses, general
    laboratory supplies are used to transport, store, grow, filter
    and observe cellular and microbiological products.Chemicals

Includes acids, solvents, salts, bases, solutions, buffers,
    standards, dyes, stains, organics and inorganics that are used
    in customer research and development, analytical testing and
    pharma production applications.Equipment/Instrumentation/Furniture

Includes all storage and testing capital goods
    purchased products used in research and development and
    testing. Equipment includes electrically powered products such
    as freezers, refrigerators, incubators, ovens, hot plates,
    stirrers, shakers, pumps, water systems, circulators, chillers,
    heat blocks and autoclaves. Instruments include electrically
    powered test and measurement devices such as balances, pH
    meters, centrifuges, spectrophotometers, readers, titrators,
    refractometers and microscopes. Furniture includes cabinets,
    work stations, shelves, sinks, eye-wash stations and chairs.Production Supplies and Safety

Includes disposable products that are used to protect products
    from being contaminated by employees in cleanroom
    operations and to protect employees health from the
    products that they use in laboratory research, testing and
    production operations. Production supplies and safety products
    include disposable apparel, gloves, face masks, eye protection,
    environmental monitoring and detecting products, ergonomic
    products, wipers, disinfectants and cleaners.Life Science Supplies

Includes consumable biologicals such as microbiology media,
    molecular biology reagents, cell culture media, cell culture
    serum, electrophoresis reagents, PCR reagents, restriction
    enzymes and antibodies. All products classified as life science
    supplies are used by customers in biological research and
    development, QA/QC testing and biopharma production
    applications. Life sciences supplies are used to grow, stop the
    growth, preserve and separate cellular, molecular and
    microbiological items of interest.Science Education

Includes educational supplies, products, specimens, specialized
    science kits and support products.Other

Includes third party procurement and distribution of non-core
    products and technical and site services.    3




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Services
  and/or
  
    Technical Services  Validation and calibration
    services for various pieces of laboratory equipment and
    instrumentation;
    Laboratory Design and Installation  Design, supply
    and installation of laboratory fixtures and furniture
    (cabinetry, workstations, fume hoods) for new lab construction
    and renovations; and
    Site Services  Provision of various
    on-site
    services including storeroom management, product delivery, usage
    tracking, order replenishment and billing through use of our
    on-site
    personnel, storeroom management systems, hazardous materials
    tracking and third party procurement services.    Distribution
    Network
  just-in-time
      North America

Europe & Asia PacificBatavia, Illinois

Briare, FranceBridgeport, New Jersey

Bruchsal, GermanyBrisbane, California

Darmstadt, GermanyBuffalo, New York

Dublin, IrelandDenver, Colorado

Haasrode, BelgiumManati, Puerto Rico

Karlskoga, SwedenMexico City, Mexico

Lutterworth, United KingdomMississauga, Ontario, Canada

Milan, ItalyRochester, New York

Mollet del Valles, SpainSt. Catherines, Ontario, Canada

SingaporeSuwanee, Georgia     just-in-time
   4




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Sales and
    Marketing
  e-business
  e-business
  e-business
    Suppliers
      Merck KGaA European Distribution
    Agreement.
  Form 10-K
  Other Merck KGaA Distribution
    Agreements.
 5




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Specialized
    Facilities
    Information
    Services
  Form 10-K
  Trademarks
    and Trade Names
       6




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Competition
  e-business
    Government
    Regulation
    Employees
  and/or
  Environmental,
    Health and Safety Matters
     7




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Available
    Information
  1-800-SEC-0330 www.sec.gov.
  Form 10-K, Form 10-Q Form 8-K www.vwr.com.
  Corporate
    Information
  (610) 431-1700. www.vwr.com.
  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, acquisitions or other
    general corporate requirements. 8




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Despite
    current indebtedness levels and restrictive covenants, we may
    incur additional indebtedness in the future, which would
    intensify our leverage risks.
  and/or
  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;
    create liens;
    sell assets and subsidiary stock;
    enter into transactions with affiliates; and
    enter into mergers, consolidations and sales of substantially
    all assets.  and/or
    We may
    not be able to generate sufficient cash flows to meet our debt
    service obligations.
   9




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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 our products;
    market cyclicality;
    product prices;
    the response of competitors;
    regulatory developments;
    failure to successfully integrate acquisitions; and
    delays in implementing 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.
   10




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Risks
    Related to Our Business
  The
    interests of our controlling stockholders may conflict with your
    interests.
    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
    outsourcing of research, development and production activities,
    including to low-cost offshore locations.   11




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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.
  e-business
    Our
    business, financial condition and results of operations depend
    upon maintaining our relationships with
    manufacturers.
         12




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The
    ability of our European Lab segment to manage certain
    operational functions of its business would be adversely
    affected if Merck KGaA no longer provided us with certain
    critical information services.
    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.
  and/or
  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.
   13




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We are
    subject to product liability and other claims in the ordinary
    course of business.
  and/or
    If we
    are unable to hire, train and retain key personnel, our
    business, financial condition and results of operations could be
    adversely affected.
   14




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We are
    subject to currency risks with respect to our international
    operations and our outstanding debt.
      The
    international scope of our operations may adversely affect our
    business.
    
    restrictions on foreign ownership of subsidiaries;
    tariffs and other trade barriers;
    political risks;
    differing laws or administrative practices;
    local business practices that are inconsistent with U.S. or
    local law;
    disruptions in the efficiency and effectiveness of, and
    difficulty in overseeing and managing, certain important
    administrative functions, including those that have or will be
    transferred to our global shared services center in Coimbatore,
    India; and
    potentially adverse tax consequences of operating in multiple
    jurisdictions.    Problems
    with or failure of our information technology, its connectivity
    to our customers and certain service providers and the normal
    functioning of our telephony systems could significantly disrupt
    our operations, which could reduce our customer base and could
    harm our business, financial condition and results of
    operations.
   15




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and/or
      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 may
    incur impairment charges on our goodwill and other intangible
    assets with indefinite lives, which could negatively impact our
    business, financial condition and results of
    operations.
  Goodwill and Other
    Intangible Assets
 16




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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.
    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.  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   17




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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


466,776 sq. ft.


DistributionBrisbane, California(1)

Leased


248,280 sq. ft.


DistributionBruchsal, Germany(2)

Owned/Leased


108,339 sq. ft.


DistributionBuffalo, New York(3)

Owned


127,000 sq. ft.


Distribution/AssemblyCoimbatore, India(1)(2)(3)

Leased


6,238 sq. ft.


Shared ServicesDarmstadt, Germany(2)

Leased


45,348 sq. ft.


OfficesDenver, 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


286,260 sq. ft.


Distribution/ManufacturingSingapore(1)

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     (1)
    
     North American Lab;
    (2)  European Lab; (3)  Science Education    ITEM 3.
    LEGAL
    PROCEEDINGS   18




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
     19




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Form 10-K
  Dividends
  Form 10-K.
  Form 10-K
  Recent
    Sales of Unregistered Securities
  Successor
    Equity Plan
  and/or
        Predecessor
    Stock Plan
     20




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Form 10-K
        Other
   21




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ITEM 6.
    SELECTED
    FINANCIAL DATA      Successor



Predecessor



Prior PredecessorJune 30 December 31,



January 1 June 29,


Year Ended December 31,


April 7 December 31,



January 1 April 6,


Year EndedDecember 31,2007



2007


2006


2005


2004



2004


2003(Dollars in millions)Income Statement Data:Net sales

$
1,822.7



$
1,699.3


$
3,257.6


$
3,138.2


$
2,212.2



$
793.2


$
2,794.2Cost of goods sold


1,311.3




1,230.1



2,374.3



2,334.5



1,652.7




588.0



2,078.1Gross profit


511.4




469.2



883.3



803.7



559.5




205.2



716.1Selling, general and administrative expenses(1)


408.5




371.3



693.3



640.0



455.6




163.7



583.4Merger expenses







36.8




















Restructuring (credits) charges(2)











(1.0
)


20.6












Operating income


102.9




61.1



191.0



143.1



103.9




41.5



132.7Interest expense, net


(127.4
)



(98.5
)


(110.4
)


(104.0
)


(51.9
)



(5.6
)


(24.4
)Other income (expense), net(3)


(67.2
)



3.5



(1.5
)


3.8



2.1




(0.1
)


3.0(Loss) income before income taxes and cumulative effect of a
    change in accounting principle


(91.7
)



(33.9
)


79.1



42.9



54.1




35.8



111.3Income tax benefit (provision)


42.7




8.3



(32.7
)


(20.9
)


(23.0
)



(15.1
)


(46.2
)(Loss) income before cumulative effect of a change in accounting
    principle


(49.0
)



(25.6
)


46.4



22.0



31.1




20.7



65.1Cumulative effect of a change in accounting principle(4)















(0.5
)











Net (loss) income

$
(49.0
)


$
(25.6
)

$
46.4


$
21.5


$
31.1



$
20.7


$
65.1Other Financial Data:Depreciation and amortization

$
53.2



$
19.4


$
41.4


$
33.9


$
25.8



$
8.9


$
32.9Capital expenditures


16.3




15.7



23.6



18.4



13.1




3.3



16.6Gross profit as a percentage of net sales


28.1
%



27.6
%


27.1
%


25.6
%


25.3
%



25.9
%


25.6
%Ratio of earnings to fixed charges(5)











1.6
x


1.4
x


1.9
x



5.1
x


4.1
xBalance Sheet Data:Cash and cash equivalents

$
45.0







$
139.4


$
126.1


$
116.9







$
28.3Total assets(6)(7)


5,615.3








2,646.2



2,591.8



2,553.4








1,767.9Total debt(6)


2,797.4








1,723.7



1,451.8



1,399.1








1,026.0Total stockholders equity(8)


1,407.3








62.9



321.3



338.6








265.4     (1)
    
    Effective January 1, 2006, the
    Company adopted SFAS No. 123 Revised, Share-Based
    Payment(SFAS 123R), which requires
    companies to recognize in the income statement, the grant date
    fair value of stock options and other forms of equity-based 22




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compensation issued to employees.
    The Company adopted SFAS 123R using the modified
    prospective transition method. Compensation expense related to
    stock options of $2.7 million, $9.0 million and
    $4.6 million is included in selling, general and
    administrative (SG&A) expenses for the periods
    June 30  December 31, 2007, January
    1  June 29, 2007 and for the year ended
    December 31, 2006, respectively.(2)
    
    During 2006, we reversed
    $1.0 million of excess restructuring accruals and credited
    operations primarily as a result of the re-deployment of certain
    personnel originally included in the 2005 restructuring
    programs. During 2005, we recorded pre-tax restructuring charges
    aggregating $20.6 million to rationalize and streamline our
    operations. These charges included $17.9 million for
    severance and termination benefits and $2.7 million for
    facility exit costs.(3)
    
    Subsequent to the Merger on
    June 29, 2007, we have significant foreign-denominated debt
    outstanding recorded on our U.S. dollar-denominated balance
    sheet. The translation of foreign-denominated debt obligations
    recorded on our U.S. dollar-denominated balance sheet is
    recorded as an unrealized exchange gain or loss each period. As
    a result, our operating results are exposed to foreign currency
    translation risk based on fluctuations in foreign currency
    exchange rates, principally with respect to the Euro. During the
    period June 30  December 31, 2007, we recorded
    net unrealized exchange losses of ($67.1) million,
    primarily due to the strengthening of the Euro against the U.S.
    dollar.(4)
    
    Effective December 31, 2005,
    we adopted Financial Accounting Standards Board
    (FASB) Interpretation No. 47, An
    Interpretation of FASB No. 143, Accounting for Asset
    Retirement Obligations(SFAS 143).
    SFAS 143 addresses financial accounting and reporting for
    obligations associated with the retirement of tangible
    long-lived assets and the associated asset retirement costs.
    SFAS 143 requires recognition of a liability at fair value
    and an increase to the carrying value of the related asset for
    any retirement obligation. As a result of the adoption, we
    recognized a non-cash charge of $0.5 million, net of
    applicable income taxes of $0.3 million.(5)
    
    For purposes of calculating the
    ratio of earnings to fixed charges, (1) earnings is defined
    as income before income taxes and cumulative effect of a change
    in accounting principle and equity method earnings or losses
    plus fixed charges and distributed earnings of investees, and
    (2) fixed charges is defined as interest expense (including
    amortization of debt issuance costs) and one-third of rental
    expense (which we believe is representative of the interest
    component of rent expense). Earnings were insufficient to cover
    fixed charges for the periods June 30 
    December 31, 2007 and January 1 
    June 29, 2007 by $91.7 million and $33.9 million,
    respectively.(6)
    
    The presentation of total assets
    and total debt as of December 31, 2006 and 2005 has been
    revised when compared to the amount included in the 2005 and
    2006 Annual Report on
    Form 10-K.
    We have reassessed our global cash pooling arrangement pursuant
    to the requirements of FASB Interpretation No. 39,
    Offsetting of Amounts Related to Certain Contracts, an
    Interpretation of APB Opinion No. 10 and FASB Statement
    No. 105. While our cash pooling arrangement is with a
    single financial institution with specific provisions for the
    right to offset positive and negative cash balances, we believe
    it is unlikely that we would offset an underlying cash deficit
    with a cash surplus from another country. Accordingly, we have
    increased our total assets and total debt balances by
    $36.1 million and $58.4 million as of
    December 31, 2006 and 2005, respectively, to account for
    the global cash pooling arrangement on a gross basis.(7)
    
    Effective January 1, 2007, we
    adopted FASB Interpretation No. 48, Accounting for
    Uncertainty in Income Taxes(FIN 48). This
    Interpretation clarifies the accounting for uncertainty in
    income taxes recognized in accordance with
    SFAS No. 109, Accounting for Income Taxes(SFAS 109). FIN 48 requires us to
    recognize in our consolidation financial statements, the impact
    of a tax position if that tax position is more likely than not
    to be sustained upon examination, based on technical merits. 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.(8)
    
    As of December 31, 2006, we
    adopted SFAS No. 158, Employers Accounting
    for Defined Benefit Pension and Other Postretirement
    Plans  an amendment of SFAS No 87, 88, 106, and
    132(R)(SFAS 158). SFAS 158 requires
    balance sheet recognition of the funded status for all pension
    and postretirement benefit plans. As a result of the adoption,
    stockholders equity decreased by $2.3 million.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Cautionary
    Factors Regarding Forward-Looking Statements
  Form 10-K Form 10-K
 23




---



##### Table of Contents



Form 10-K
  
    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
    refinancing of debt.  Form 10-K, forward-looking
  
    actions by, and our ability to maintain our relationships with,
    manufacturers, customers, carriers and other third parties;
    loss of our key executive officers;
    our ability to consummate and integrate potential acquisitions;
    the effect of political and economic conditions, inflation and
    interest rates worldwide;
    the effect of changes in laws and regulations, including changes
    in accounting standards, trade, tax, price controls and other
    regulatory matters;
    increased competition from other companies in our industry and
    our ability to retain or increase our market shares in the
    principal geographical areas in which we operate; and
    our ability to generate sufficient funds to meet our debt
    service obligations, capital expenditure program requirements,
    ongoing operating costs and working capital needs.  Form 10-K.
  Form 10-K.
 24




---



##### Table of Contents



Overview
            Strategy
    Increase Productivity and
    Profitability.
  Expand Global Presence.
  Targeted Acquisitions and Efficient
    Integration.
 25




---



##### Table of Contents



Improve Sourcing Strategy.
  Increase Sales of Private Label
    Products.
  Effects
    of the Merger
      Form 10-K
  Form 10-K.
  Historical
    Indebtedness
   26




---



##### Table of Contents



Recent
    Acquisitions
    Product /Acquisition Date

Entity Name

Service Offering

Location

Business SegmentNovember 1, 2007

Omnilabo
    International B.V.
    (Omnilabo)

Laboratory supply

Netherlands

European LabJuly 2, 2007

Bie & Berntsen A-S
    (B&B)

Laboratory supply

Denmark

European LabApril 1, 2007

KMF Laborchemie
    Handels GmbH (KMF)

Laboratory supply, including chemical and consumable products

Germany

European LabOctober 2, 2006

Sino Chemical
    Company (Pte.)
    Limited (Sino)

Laboratory supply, including chemicals, equipment and consumables

Singapore

North American LabJuly 1, 2005

Technical Service
    Lab B.V. (TSL)

Technical services on laboratory equipment

Netherlands

European LabApril 1, 2005

AGB Scientific Ltd.
    (AGB)

Laboratory supply

Ireland

European LabApril 1, 2005

Advanced
    Instrument Sales &
    Services, Inc. (AI)

Laboratory supply distribution and services

Puerto Rico

North American Lab   Factors
    Affecting Our Operating Results
  Foreign
    Currency
       27




---



##### Table of Contents



Seasonality
    and Inflation
      Stock-based
    Compensation and Bonuses
    Restructuring
    and Other Operating Initiatives
      Compliance
    with Sarbanes-Oxley Act
   28




---



##### Table of Contents



Form 10-K
  Basis of
    Financial Statement Presentation
  Form 10-K
  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
)        29




---



##### Table of Contents



Components
    of Revenues and Expenses
  on-site
      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 (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, 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 (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, 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)
    
    Represents the mathematical sum of
    the 2007 predecessor (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, 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 property and equipment and amortizable
    intangible assets 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 senior executive salaries. The year
    ended 2007 also reflects a pro-forma adjustment to exclude
    $7.9 million of stock-based compensation associated with
    the acceleration of unvested stock options and restricted stock
    units as a result of the change 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







n/m164.0



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







n/m$
135.1



3.8
%

$
123.5



3.8
%     (6)
    
    Represents the mathematical sum of
    the 2007 predecessor (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, by segment, without pro-forma adjustment.(7)
    
    See notes (4) and
    (5) above for explanation of these pro-forma adjustments.     32




---



##### Table of Contents



Interest
    Expense, Net of Interest Income
    Year Ended December 31,2007

2006Interest income

$
6.3


$
6.7Interest expense


(232.2
)


(117.1
)Interest expense, net, as reported(8)


(225.9
)


(110.4
)Interest expense adjustments(9)


(44.2
)


(121.4
)Interest expense, net, as adjusted

$
(270.1
)

$
(231.8
)     (8)
    
    Represents the mathematical sum of
    the 2007 predecessor (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, without pro-forma adjustment.(9)
    
    Reflects the increased interest
    expense as a result of the new capital structure. In determining
    these amounts, we used interest rates in effect as of
    December 31, 2007, and included adjustments to reflect the
    estimated effect of our interest rate swaps entered into at the
    time of the Merger. Additionally, as disclosed elsewhere in this
    Annual Report on
    Form 10-K,
    we may elect to pay interest on the notes (1) entirely in
    cash (Cash Interest), (2) entirely by
    increasing the principal amount of the notes (PIK
    Interest), or (3) 50% as Cash Interest and 50% as PIK
    Interest. For pro-forma purposes, interest expense is reflected
    as if Cash Interest will be paid on the notes for the relevant
    periods, but this is not necessarily indicative of the actual
    method of payment that may be selected in future periods.    Other
    Income (Expense), Net
    Income
    Taxes
   33




---



##### Table of Contents



2006
    Compared With 2005
    Net
    Sales
    Year Ended December 31,2006


% Change


2005North American Lab

$
1,966.0



3.3
%

$
1,902.4European Lab


1,137.6



4.4
%


1,089.8Science Education


154.0



5.5
%


146.0Total

$
3,257.6



3.8
%

$
3,138.2           Gross
    Profit
    Year Ended December 31,2006


2005Gross profit

$
883.3


$
803.7Percentage of net sales (gross margin)


27.1
%


25.6
%  34




---



##### Table of Contents



SG&A
    Expenses
    Year Ended December 31,2006


2005SG&A expenses

$
693.3


$
640.0Percentage of net sales


21.3
%


20.4
%   Form 10-K;
  Restructuring
    Charges
    Operating
    Income
    Year Ended December 31,% of





% of2006


Net Sales


2005


Net SalesNorth American Lab

$
112.2



5.7
%

$
91.0



4.8
%European Lab


59.4



5.2
%


38.1



3.5
%Science Education


19.4



12.6
%


14.0



9.6
%Total

$
191.0



5.9
%

$
143.1



4.6
%  35




---



##### Table of Contents



Interest
    Expense, Net of Interest Income
    Other
    Income (Expense), Net
    Income
    Taxes
   36




---



##### Table of Contents



Liquidity
    and Capital Resources
            Historical
    Cash Flows
   37




---



##### Table of Contents



Operating
    Activities
    Year Ended December 31,2007(1)


2006


2005Cash flow from operations, excluding working capital

$
58.2


$
140.7


$
107.7Cash flow from working capital changes, net


18.2



32.5



(37.6
)Cash flow from operations

$
76.4


$
173.2


$
70.1     (1)
    
    Represents the mathematical sum of
    the 2007 predecessor (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, without adjustment.      Investing
    Activities
    Financing
    Activities
   38




---



##### Table of Contents



Schedule
    of Contractual Obligations
    <1 Year


1-3 Years


4-5 Years


>5 Years


TotalSenior Secured Credit Facility

$



$
22.4


$
29.8


$
1,439.0


$
1,491.2Senior Notes due 2015














675.0



675.0Senior Subordinated Notes due 2017














535.8



535.8Predecessor Senior Subordinated Notes due 2014














1.0



1.0Interest(1)


240.9



458.9



484.2



677.4



1,861.4Capital leases


0.9



1.6



1.6



1.4



5.5Operating leases


31.5



45.7



26.0



34.1



137.3Other debt


88.9















88.9Unfunded pension obligation(2)


1.0



2.2



2.6



26.8



32.6Total

$
363.2


$
530.8


$
544.2


$
3,390.5


$
4,828.7     (1)
    
    For purposes of calculating
    interest above, interest rates and effects of foreign currency
    on the Senior Secured Credit Facility were assumed to be
    unchanged from December 31, 2007 and we assumed cash
    interest will be paid on the Senior Notes and Senior
    Subordinated Notes until maturity.(2)
    
    Our German subsidiary has an
    unfunded defined benefit pension plan for current employees and
    retirees. The amounts in the table reflect estimated cash
    payments to be made by the Company over the next five years and
    thereafter. The pension obligation is included in other
    long-term liabilities on our balance sheet as of
    December 31, 2007.      12-month (18-month 12-month
  Indebtedness
   39




---



##### Table of Contents



Senior Secured Credit Facility.
           40




---



##### Table of Contents



Senior Notes and Senior Subordinated
    Notes.
      90-day
  Foreign Subsidiaries.
   41




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Accounts Receivable and Reserves.
  Inventories. last-in, first-in,
  Rebates from Suppliers. and/or
  Agreements with Customers.
  Goodwill and Intangible
    Assets.
   42




---



##### Table of Contents



Product Liability.
  Environmental Liabilities.
  Pension Plans.
  Stock-Based Compensation. Accounting for Stock Issued to Employees.
  Income Taxes.
 43




---



##### Table of Contents



Estimates and Other Accounting
    Policies.
  New
    Accounting Standards
    Form 10-K
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) (EITF 06-3), EITF 06-3 EITF 06-3
  No. EITF 00-19-2, Accounting for Registration Payment Arrangements (EITF 00-19-2), EITF 00-19-2 Accounting for
    Contingencies EITF 00-19-2
 44




---



##### Table of Contents



EITF 00-19-2
    Fair Value Measurements FAS 157-2,
  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,
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest Rate Risk.
 45




---



##### Table of Contents



Foreign Currency Exchange Rate
    Risk.
     46




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K.
  PageReport of Independent Registered Public
    Accounting Firm


48Consolidated Balance Sheets as of
    December 31, 2007 and 2006


49Consolidated Statements of Operations for the
    periods included in the year ended December 31, 2007 and
    for the years ended December 31, 2006 and 2005


50Consolidated Statements of Stockholders
    Equity and Other Comprehensive Income (Loss) for the periods
    included in the year ended December 31, 2007 and for the
    years ended December 31, 2006 and 2005


51Consolidated Statements of Cash Flows for the
    periods included in the year ended December 31, 2007 and
    for the years ended December 31, 2006 and 2005.


53Notes to Consolidated Financial Statements


54Schedule II  Valuation and
    Qualifying Accounts for the periods included in the year ended
    December 31, 2007 and for the years ended December 31,
    2006 and 2005


154  47




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  
         Internal Control 
    Integrated Framework
    Accounting
    for Uncertainty in Income Taxes Share-Based Payment, Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans, Accounting
    for Conditional Asset Retirement Obligations,
  
   48




---



##### Table of Contents



VWR
    FUNDING, INC.
  Consolidated
    Balance Sheets
 (Dollars
    in millions, except share data)
  Successor



PredecessorDecember 31,



December 31,2007



2006ASSETSCurrent assets:Cash and cash equivalents

$
45.0



$
139.4Compensating cash balance


87.4




36.1Trade accounts receivable, less reserves of $12.0 and $9.8,
    respectively


479.0




452.7Other receivables


38.7




30.1Inventories


295.6




260.6Other current assets


24.4




20.5Total current assets


970.1




939.4Property and equipment, net


200.7




156.9Investments







8.3Goodwill


1,964.8




933.1Other intangible assets, net


2,377.0




552.3Deferred income taxes


15.2




13.1Other assets


87.5




43.1Total assets

$
5,615.3



$
2,646.2LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term portion of debt and current portion of capital lease
    obligations

$
89.8



$
57.9Accounts payable


385.2




380.8Accrued expenses


187.6




170.8Total current liabilities


662.6




609.5Long-term debt


2,703.1




1,661.0Capital lease obligations


4.5




4.8Other long-term liabilities


104.1




80.5Deferred income taxes


690.5




227.0Total liabilities


4,164.8




2,582.8Predecessor common stock purchase subject to guarantee agreement







0.5Redeemable equity units


43.2




Commitments and contingences (Note 16)Stockholders equity:Common stock (Successor), $0.01 par value;
    1,000 shares authorized, issued and outstanding at
    December 31, 2007







Common stock (Predecessor), $0.01 par value;
    7,000,000 shares authorized, 5,862,892 shares issued
    and 5,803,412 shares outstanding at December 31, 2006







0.1Additional paid-in capital


1,360.2




14.5(Accumulated deficit) retained earnings


(49.0
)



1.7Accumulated other comprehensive income


96.1




50.8Treasury stock, at cost, 59,480 shares at December 31,
    2006







(4.2
)Total stockholders equity


1,407.3




62.9Total liabilities and stockholders equity

$
5,615.3



$
2,646.2    49




---



##### Table of Contents



VWR
    FUNDING, INC.
  Consolidated
    Statements of Operations
 (Dollars
    in millions)
  Year Ended December 31, 2007


PredecessorSuccessor



Predecessor


Year EndedJune 30 -



January 1 -


December 31,December 31, 2007



June 29, 2007


2006


2005Net sales

$
1,822.7



$
1,699.3


$
3,257.6


$
3,138.2Cost of goods sold


1,311.3




1,230.1



2,374.3



2,334.5Gross profit


511.4




469.2



883.3



803.7Selling, general and administrative expenses


408.5




371.3



693.3



640.0Merger expenses







36.8







Restructuring (credits) charges











(1.0
)


20.6Operating income


102.9




61.1



191.0



143.1Interest income


3.0




3.3



6.7



2.7Interest expense


(130.4
)



(101.8
)


(117.1
)


(106.7
)Other income (expense), net


(67.2
)



3.5



(1.5
)


3.8(Loss) income before income taxes and cumulative effect of a
    change in accounting principle


(91.7
)



(33.9
)


79.1



42.9Income tax benefit (provision)


42.7




8.3



(32.7
)


(20.9
)(Loss) income before cumulative effect of a change in accounting
    principle


(49.0
)



(25.6
)


46.4



22.0Cumulative effect of a change in accounting principle, net of
    taxes of $0.3















(0.5
)Net (loss) income

$
(49.0
)


$
(25.6
)

$
46.4


$
21.5    50




---



##### Table of Contents



VWR
    FUNDING, INC.
  Consolidated Statements of Stockholders
    Equity and
 Other Comprehensive Income (Loss)
 (Dollars in millions, except share data)
  For the Period January 1, 2005 
    December 31, 2006 (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, 2005


5,741,217


$
0.1


$
263.4


$
22.1


$
(0.3
)

$
53.4



700


$
(0.1
)

$
338.6Issuance of common stock in connection with our Precedessor
    stock plan


29,032







1.6























1.6Issuance of restricted common stock, net










1.3







(1.3
)














Issuance of common stock in connection with AI acquisition


8,929







0.5























0.5Stock-based compensation










0.9























0.9Reduction of common stock purchase subject to guarantee agreement










0.3























0.3Acquisition of treasury stock


























25,050



(1.4
)


(1.4
)Comprehensive income (loss):Net income














21.5



















21.5Minimum pension liability, net of taxes of $7.6






















(11.9
)










(11.9
)Foreign currency translation adjustment






















(29.2
)










(29.2
)Unrealized gain on derivatives, net of tax






















0.4











0.4Total comprehensive (loss)


































(19.2
)Balance at December 31, 2005


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























1.3Stock-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 taxes of $4.7










(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 taxes of $4.9






















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 initially applying SFAS 158, net of taxes of $1.5






















(2.3
)










(2.3
)Balance at December 31, 2006


5,862,892


$
0.1


$
14.5


$
1.7


$



$
50.8



59,480


$
(4.2
)

$
62.9    51




---



##### Table of Contents



VWR
    FUNDING, INC.
    Consolidated Statements of Stockholders Equity and
    Other Comprehensive Income
    (Loss)  (Continued)
    (Dollars in millions, except share data)
  For the Period January 1, 2007  June 29,
    2007 (Predecessor)
  Retained


AccumulatedAdditional


Earnings


Other


Treasury Stock,Common Stock


Paid-in


(Accumulated


Comprehensive


at CostShares


Amount


Capital


Deficit)


Income (Loss)


Shares


Amount


TotalBalance at January 1, 2007


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



















0.2Stock-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   For the
    Period June 30, 2007  December 31, 2007
    (Successor)
  AccumulatedAdditional





OtherCommon Stock


Paid-in


Accumulated


ComprehensiveShares


Amount


Capital


Deficit


Income (Loss)


TotalOpening balance at June 30, 2007





$



$



$



$



$
Issuance of our 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











1.1Stock-based compensation expense associated with our Parent
    Company Successor 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 tax


















(7.3
)


(7.3
)Amortization of realized loss on derivatives, net of tax


















0.5



0.5Unrealized loss on derivatives, net of tax


















(14.0
)


(14.0
)Minimum pension and postretirement liablity, net of tax


















(0.4
)


(0.4
)Foreign currency translation adjustment


















117.3



117.3Total comprehensive income






















47.1Balance at December 31, 2007





$



$
1,360.2


$
(49.0
)

$
96.1


$
1,407.3    52




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##### Table of Contents



VWR
    FUNDING, INC.
  Consolidated
    Statements of Cash Flows
 (Dollars
    in millions)
  Year Ended December 31, 2007


PredecessorSuccessor



Predecessor


Year EndedJune 30 -



January 1 -


December 31,December 31, 2007



June 29, 2007


2006


2005Cash flows from operating activities:Net (loss) income

$
(49.0
)


$
(25.6
)

$
46.4


$
21.5Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


53.2




19.4



41.4



33.9Unrealized translation loss


67.1












Loss (gain) on sale or disposal of property and equipment







0.5



0.6



(0.5
)Cumulative effect of a change in accounting principle















0.5Non-cash interest accretion







17.5



32.6



29.6Non-cash equity compensation expense


2.7




9.0



3.4



0.9Non-cash (credit) provision for restructuring











(1.0
)


11.5Amortization and write-off of debt issuance costs


4.8




31.0



5.9



5.4Deferred income tax (benefit) provision


(60.3
)



(15.7
)


5.4



1.7Provision for doubtful accounts


2.6




1.0



6.0



3.2Changes in working capital, net of business acquisitions:Trade accounts receivable


21.7




(14.1
)


(27.3
)


(14.6
)Other receivables


(12.2
)



6.0



(10.3
)


(11.3
)Inventories


(3.6
)



(9.7
)


20.3



(29.0
)Other assets


(0.4
)



0.9



0.2



(2.0
)Accounts payable


(23.0
)



15.2



27.9



32.4Accrued expenses and other long-term liabilities


15.8




21.6



21.7



(13.1
)Net cash provided by operating activities


19.4




57.0



173.2



70.1Cash flows from investing activities:Merger consideration, net of cash acquired of $135.8


(3,802.9
)











Acquisitions of businesses and other intangible assets


(36.1
)



(19.4
)


(5.9
)


(46.0
)Capital expenditures


(16.3
)



(15.7
)


(23.6
)


(18.4
)Proceeds from sales of property and equipment


1.2




2.2



5.4



2.2Net cash used in investing activities


(3,854.1
)



(32.9
)


(24.1
)


(62.2
)Cash flows from financing activities:Proceeds from debt


2,622.9




0.1



354.4



3.2Repayment of debt


(33.7
)



(21.4
)


(106.1
)


(13.9
)Issuance of our common stock to Parent, net of expenses


1,353.8












Net change in bank overdrafts


39.9




0.5



(55.7
)


73.4Net change in compensating cash balance


(43.5
)



(7.8
)


22.3



(58.4
)Proceeds from equity and stock incentive plans


1.1




0.2



4.8



1.3Make whole payment  reduction to additional paid-in
    capital











(7.4
)


Debt issuance costs


(62.6
)



(0.6
)


(5.2
)


(0.8
)Distributions











(343.5
)


Acquistion of treasury stock







(0.7
)


(2.7
)


(1.4
)Net cash provided by (used in) financing activities


3,877.9




(29.7
)


(139.1
)


3.4Effect of exchange rate changes on cash


1.8




2.0



3.3



(2.1
)Net increase (decrease) in cash and cash equivalents


45.0




(3.6
)


13.3



9.2Cash and cash equivalents beginning of period







139.4



126.1



116.9Cash and cash equivalents end of period

$
45.0



$
135.8


$
139.4


$
126.1    53




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##### Table of Contents



VWR
    FUNDING, INC.
  Notes
    to Consolidated Financial Statements
 (Dollars
    in millions, except share data)
  (1)
    Background,
    Nature of Operations and Basis of Presentation  and/or
  (a)
    Background  The
    Merger
        The
    Acquisition
     54




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##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (b)
    Nature
    of Operations  on-site
  (c)
    Basis
    of Presentation    Offsetting of Amounts Related to Certain Contracts, an
    interpretation of APB Opinion No. 10 and FASB Statement
    No. 105.
    (2)
    Summary
    of Significant Accounting Policies   55




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (a)
    Use of
    Estimates    (b)
    Principles
    of Consolidation    (c)
    Foreign
    Currency Translation      Year Ended December 31, 2007

PredecessorSuccessor


Predecessor

Year EndedJune 30 -


January 1 -

December 31,December 31, 2007


June 29, 2007

2006

2005Exchange (losses) gains, net

$
(67.1
)


$
3.1


$
(2.0
)

$
2.8     (d)
    Cash
    and Cash Equivalents   56




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (e)
    Trade
    Accounts Receivable      (f)
    Inventories  last-in, first-in,
  (g)
    Property
    and Equipment    (h)
    Goodwill
    and Intangible Assets     57




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (i)
    Impairment
    of Long-Lived Assets    (j)
    Advertising    Year Ended December 31, 2007

PredecessorSuccessor


Predecessor

Year EndedJune 30 -


January 1 -

December 31,December 31, 2007


June 29, 2007

2006

2005Advertising expense

$
14.5



$
11.2


$
21.5


$
20.7   (k)
    Revenue
    Recognition    on-site on-site on-site
    (l)
    Income
    Taxes   58




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##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Accounting for Uncertainty in Income Taxes
  (m)
    Insurance    (n)
    Pensions
    and Other Postretirement Plans  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of SFAS No 87, 88, 106, and
    132(R)
  (o)
    Stock-Based
    Compensation  Share-Based
    Payment Accounting for Stock
    Issued to Employees
  (p)
    Financial
    Instruments and Derivatives   59




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
        (q)
    Investments      PredecessorJanuary 1 -June 29,

Year Ended December 31,2007

2006

2005Equity income

$
0.4


$
0.5


$
0.5     (r)
    Asset
    Retirement Obligations    (s)
    Comprehensive
    Income (Loss)   60




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Successor



PredecessorDecember 31,



December 31,2007



2006Foreign currency translation adjustments

$
117.3



$
57.4Realized loss on derivatives, net of taxes of $4.5


(7.3
)



Amortization of realized loss on derivatives, net of taxes of
    $0.3


0.5




Unrealized (loss) gain on derivatives, net of taxes of $9.4 and
    $(0.1), respectively


(14.0
)



0.2Pension and other postretirement liability adjustments, net of
    taxes of $0.5 and $4.2, respectively


(0.4
)



(6.8
)$
96.1



$
50.8   (t)
    Supplemental
    Cash Flow Information      (u)
    New
    Accounting Standards    Accounting for
    Income Taxes.
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) (EITF 06-3), EITF 06-3 EITF 06-3
  No. EITF 00-19-2, Accounting for Registration Payment Arrangements (EITF 00-19-2), EITF 00-19-2 Accounting for
    Contingencies EITF 00-19-2
 61




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##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  EITF 00-19-2
    Fair Value Measurements FAS 157-2,
  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
  (v)
    Reclassifications   62




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##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (3)
    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      (c)
    Predecessor
    Acquisitions     63




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    (d)
    Pro-Forma
    Financial Information    Year Ended December 31,2007(1)


2006Net sales

$
3,544.2


$
3,317.1Loss before income taxes


(204.5
)


(103.8
)Net loss


(121.9
)


(63.7
)     (1)
    
    Represents the mathematical sum of
    the 2007 predecessor (January 1  June 29,
    2007) and successor (June 30  December 31,
    2007) periods, including pro-forma adjustments.   64




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (4)
    Goodwill
    and Other Intangible Assets    North


European


ScienceAmerican Lab


Lab


Education


TotalPredecessor:Balance at January 1, 2006

$
647.3


$
195.0


$
67.7


$
910.0Allocation for Sino


1.4











1.4Pre-CD&R Acquisition net operating and other tax loss
    benefits


(0.1
)


(1.5
)






(1.6
)Other






(0.1
)






(0.1
)Currency translation changes






23.4







23.4Balance at December 31, 2006


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 initial 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


$
1,964.8  65




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Successor



PredecessorWeighted






WeightedAverage






AverageAmortization






AmortizationDecember 31,


Period



December 31,


Period2007


(Years)



2006


(Years)Amortizable intangible assets:Customer relationships in North America (net of accumulated
    amortization of $18.8 and $20.5)

$
736.5



20.0



$
225.4



32.8Customer relationships in Europe (net of accumulated
    amortization of $12.4 and $11.4)


480.3



20.0




74.6



20.3Customer relationships in Science Education (net of accumulated
    amortization of $3.3)


127.7



20.0








Chemical supply agreement (net of accumulated amortization of
    $4.2 and $9.1)


54.1



7.0




23.6



10.0Other (net of accumulated amortization of $1.5 and $1.0)


14.6



6.6




0.2



4.3Total amortizable intangible assets (net of accumulated
    amortization of $40.2 and $42.0)


1,413.2



19.4




323.8



28.2Indefinite-lived intangible assets:Trademarks and tradenames


963.8








228.5Total intangible assets, net

$
2,377.0







$
552.3       Year Ended December 31, 2007

PredecessorSuccessor


Predecessor

Year EndedJune 30 -


January 1 -

December 31,December 31, 2007


June 29, 2007

2006

2005Amortization expense

$
39.6



$
7.8


$
15.5


$
14.8     Year ended December 31:2008

$
80.52009


79.92010


79.72011


78.92012


78.5Thereafter


1,015.7$
1,413.2  66




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (5)
    Restructuring
    Activities  No. 95-3, Restructuring of Liabilities in Connection with a
    Purchase Business Combination
    (6)
    Fair
    Value of Financial Instruments     67




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (a)
    Debt
    Instruments    Successor



PredecessorDecember 31, 2007



December 31, 2006Carrying


Fair



Carrying


FairAmount


Value



Amount


ValueSenior Notes

$
675.0


$
641.3



$



$
Senior Subordinated Notes


535.8



509.0








Predecessor Senior Notes











200.0



201.3Predecessor Senior Subordinated Notes


1.0



1.0




320.0



329.6Predecessor Senior Discount Notes











362.8



372.8Predecessor Senior Floating Rate Notes











350.0



350.0$
1,211.8


$
1,151.3



$
1,232.8


$
1,253.7     (b)
    Derivative
    Instruments    Successor


PredecessorDecember 31,


December 31,2007


2006Outstanding contracts (notional value)

$
77.5



$
55.0Fair value of contracts


(0.2
)



0.2   Year Ended December 31, 2007Successor


Predecessor

PredecessorJune 30 -December 31, 2007


January 1 -June 29, 2007

Year Ended December 31,2006

2005Pre-tax loss

$
(0.9
)


$



$
(2.0
)

$
(1.5
)    68




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (c)
    Pension
    Investments    (7)
    Inventories    SuccessorDecember 31,


December 31,2007


2006Percent using LIFO method


56
%



58
%Amount less than current cost

$




$
3.3   (8)
    Property
    and Equipment    Successor



PredecessorDecember 31,



December 31,2007



2006Land

$
17.0



$
13.6Buildings and improvements


101.5




96.8Equipment and computer software


83.4




101.4Capital additions in process


12.5




4.8214.4




216.6Less accumulated depreciation


(13.7
)



(59.7
)Property and equipment, net

$
200.7



$
156.9     Year Ended December 31,

PredecessorSuccessor


Predecessor

Year EndedJune 30 -


January 1 -

December 31,December 31, 2007


June 29, 2007

2006

2005Depreciation expense

$
13.6



$
11.6


$
25.9


$
19.1   (9)
    Accounts
    Payable   69




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (10)
    Accrued
    Expenses    Successor



PredecessorDecember 31,



December 31,2007



2006Other accrued expenses

$
66.2



$
63.1Employee-related accruals


60.8




49.4Income taxes payable


5.4




23.9Accrued interest


35.3




16.1Deferred income taxes


12.5




14.2Restructuring-related accruals


7.4




4.1$
187.6



$
170.8   (11)
    Debt    Successor



PredecessorDecember 31,



December 31,2007



2006Senior Secured Credit Facility

$
1,491.2



$
Senior Notes


675.0




Senior Subordinated Notes


535.8




Predecessor Senior Secured Credit Facility







448.7Predecessor Senior Notes







200.0Predecessor Senior Subordinated Notes


1.0




320.0Predecessor Senior Discount Notes







362.8Predecessor Senior Floating Rate Notes







350.0Capital leases


5.5




5.8Other debt


88.9




36.4Total debt


2,797.4




1,723.7Less short-term portion


(89.8
)



(57.9
)Total long term-portion

$
2,707.6



$
1,665.8  70




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    2008


2009


2010


2011


2012


Thereafter


TotalSenior Secured Credit Facility

$



$
7.5


$
14.9


$
14.9


$
14.9


$
1,439.0


$
1,491.2Senior Notes due 2015






















675.0



675.0Senior Subordinated Notes due 2017






















535.8



535.8Predecessor Senior Subordinated Notes due 2014






















1.0



1.0Capital leases


0.9



0.8



0.8



0.8



0.8



1.4



5.5Other debt


88.9























88.9Total debt

$
89.8


$
8.3


$
15.7


$
15.7


$
15.7


$
2,652.2


$
2,797.4     (a)
    Senior
    Secured Credit Facility        Maturity;
    Prepayments
    Security;
    Guarantees
   71




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Interest
           72




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
      Fees
    Covenants
    (b)
    The
    Senior Notes and Senior Subordinated Notes    Ranking
    Maturity;
    Interest Payments
   73




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
        Guarantees
    Redemption
      Covenants
   74




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Registration
    Rights
    90-day
  (c)
    Bridge
    Loan    (d)
    Predecessor
    Debt     75




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
      (e)
    Other
    Debt    (12)
    Income
    Taxes  (a)
    Effects
    of the Merger    (b)
    Income
    Tax Benefit (Provision)    Year Ended December 31, 2007


PredecessorSuccessor



Predecessor


Year EndedJune 30 -



January 1 -


December 31,December 31, 2007



June 29, 2007


2006


2005United States

$
(124.6
)


$
(54.1
)

$
19.0


$
2.3Foreign


32.9




20.2



60.1



40.6Total

$
(91.7
)


$
(33.9
)

$
79.1


$
42.9  76




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Year Ended December 31, 2007


PredecessorSuccessor



Predecessor


Year EndedJune 30 -



January 1 -


December 31,December 31, 2007



June 29, 2007


2006


2005Current:Federal

$




$



$
(2.9
)

$
2.6State











(2.0
)


(0.6
)Foreign


(17.6
)



(7.4
)


(22.4
)


(21.2
)(17.6
)



(7.4
)


(27.3
)


(19.2
)Deferred:Federal


14.2




15.6



(5.1
)


(7.4
)State


8.4




0.2



(1.0
)


(2.6
)Foreign


37.7




(0.1
)


0.7



8.360.3




15.7



(5.4
)


(1.7
)Total tax benefit (provision)

$
42.7



$
8.3


$
(32.7
)

$
(20.9
)       Year Ended December 31, 2007


PredecessorSuccessor



Predecessor


Year EndedJune 30 -



January 1 -


December 31,December 31, 2007



June 29, 2007


2006


2005Statutory tax benefit (expense)

$
32.1



$
11.8


$
(27.7
)

$
(15.0
)State income taxes, net of federal tax benefit


5.5




0.1



(2.0
)


(2.0
)Change in foreign tax rates


34.6








(1.3
)


Foreign rate differential


(1.0
)



(0.1
)


0.6



0.8Dividend received from foreign operations


(25.5
)











Nondeductible expenses


(1.2
)



(3.3
)


(0.6
)


(1.0
)Change in valuation allowance


(3.1
)



(0.1
)


(0.3
)


(2.7
)Other, net


1.3




(0.1
)


(1.4
)


(1.0
)Total tax benefit (provision)

$
42.7



$
8.3


$
(32.7
)

$
(20.9
)    77




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (c)
    Deferred
    Tax Assets and Liabilities    Successor



PredecessorDecember 31,



December 31,2007



2006Deferred tax assets:Net operating loss carryforwards

$
179.6



$
43.1Pension and other compensation benefits


10.4




23.0Foreign currency translation loss


29.9




Foreign tax credit and alternative minimum tax carryforwards


5.1




4.0Inventory overhead capitalization


2.7




2.5Accrued expenses


4.4




6.7Receivables


3.4




3.7Transaction fees


12.0




247.5




83.0Valuation allowances


(36.2
)



(39.5
)Total deferred tax assets, net of valuation allowances


211.3




43.5Deferred tax liabilities:Intangible assets


840.9




203.9Property and equipment


23.0




12.6Inventory valuation


19.1




19.0Goodwill amortization


5.9




32.0Other


1.8




Total deferred tax liabilities


890.7




267.5Net deferred tax liabilities

$
679.4



$
224.0     Successor



PredecessorDecember 31,



December 31,2007



2006Deferred tax asset  current (included in other
    current assets)

$
8.4



$
4.1Deferred tax asset  noncurrent


15.2




13.1Deferred tax liability  current (included in accrued
    expenses)


(12.5
)



(14.2
)Deferred tax liability  noncurrent


(690.5
)



(227.0
)Net deferred tax liability

$
(679.4
)


$
(224.0
)    78




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    (d)
    Other
    Matters        (e)
    Adoption
    of FIN 48 and Uncertain Tax Positions           79




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Balance at January 1, 2007

$
7.0Tax positions related to the current year  additions


7.0Additions for the tax positions of prior years


0.2Tax positions related to prior years  reductions


(0.3
)Balance at December 31, 2007

$
13.9   (13)
    Benefit
    Programs    (a)
    Effects
    of the Merger    (b)
    U.S.
    Defined Benefit Plan   80




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Year Ended December 31, 2007



PredecessorSuccessor



Predecessor



Year EndedJune 30 -



January 1 -



December 31,December 31, 2007



June 29, 2007



2006Change in benefit obligation:Benefit obligation  beginning of period


$
141.7



$
147.4



$
150.4Service cost



0.9




1.0




2.3Interest cost



4.4




4.3




8.3Actuarial loss (gain)



6.5




(8.7
)



(7.7
)Benefits paid



(2.9
)



(2.3
)



(4.5
)Curtailment













(1.4
)Benefit obligation  end of period



150.6




141.7




147.4Change in plan assets:Fair value of plan assets  beginning of period



137.4




129.3




107.1Actual gain on plan assets



10.7




7.7




14.3Company contributions



2.7




2.7




12.4Benefits paid



(2.9
)



(2.3
)



(4.5
)Fair value of plan assets  end of period



147.9




137.4




129.3Funded status


$
(2.7
)


$
(4.3
)


$
(18.1
)     Successor


PredecessorDecember 31,


December 31,2007


2006Other long-term liabilities

$
(2.7
)


$
(18.1
)Accumulated other comprehensive income
    (loss)  pre-tax


0.8




4.4       Successor



Predecessor


PredecessorJune 30 -December 31,



January 1 -June 29,


Year Ended December 31,2007



2007


2006


2005Service cost

$
0.9



$
1.0


$
2.3


$
4.6Interest cost


4.4




4.3



8.3



8.2Expected return on plan assets


(5.0
)



(5.4
)


(9.1
)


(8.5
)Recognized net actuarial loss











0.4



Net periodic pension cost

$
0.3



$
(0.1
)

$
1.9


$
4.3  81




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Year Ended December 31, 2007Successor



Predecessor


PredecessorJune 30 -December 31,



January 1 -June 29,


Year Ended December 31,2007



2007


2006


2005Increase (decrease) in liability includedin other comprehensive income (loss)

$
0.8



$



$
(12.7
)

$
17.1     Year Ended December 31, 2007Successor


Predecessor


PredecessorJune 30 -


January 1 -


Year EndedDecember 31,


June 29,


December 31,2007


2007


2006


2005Discount rate for benefit obligation at period end

6.05%



6.35
%


5.95
%


5.65
%Discount rate for net periodic pension cost

6.35%



5.95
%


5.65
%


5.90
%Expected rate of return on plan assets for net periodic pension
    cost

6.50%/8.25%



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
%      82




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    TargetRange at



Successor



PredecessorDecember 31,



December 31,



December 31,2007



2007



2006Fixed income funds and money market funds



80-90
%



81
%



29
%Domestic equity funds



5-10
%



11
%



59
%International equity funds



5-10
%



8
%



12
%100
%



100
%       2008

$
5.52009


5.92010


6.22011


6.62012


7.12013  2017


44.2   (c)
    Other
    U.S. Benefit Plans    Year Ended December 31, 2007Successor



Predecessor



PredecessorJune 30 -December 31,



January 1 -June 29,



Year Ended December 31,2007



2007



2006



2005Defined contribution plans


$
3.7



$
4.5



$
6.2



$
3.5Union-sponsored plans



0.7




0.4




0.7




0.8Supplemental pension plan



0.3




0.3




0.4




0.3     83




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  Successor



PredecessorDecember 31,



December 31,2007



2006Postretirement benefit obligations


$
2.4



$
2.6Weighted average discount rate



6.05
%



5.95
%Health care cost trend rate assumed for next year



9.50
%



10.50
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)



5.00
%



5.00
%Year that the rate reaches the ultimate trend rate



2014




2014     (d)
    Non-U.S.
    Benefit Plans  Non-U.S. defined
   84




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  non-U.S. defined
  Year Ended December 31, 2007Successor



Predecessor



PredecessorJune 30 -



January 1 -



Year EndedDecember 31,



June 29,



December 31,2007



2007



2006Change in benefit obligation:Benefit obligation  beginning of period


$
102.3



$
104.6



$
88.9Service cost



1.3




1.3




2.9Interest cost



2.8




2.5




4.3Plan participants contributions



0.3




0.3




0.4Actuarial (gain) loss



(3.0
)



(6.4
)



0.6Benefits paid



(1.7
)



(2.5
)



(4.4
)Currency translation changes



1.8




2.5




11.9Benefit obligation  end of period



103.8




102.3




104.6Change in plan assets:Fair value of plan assets  beginning of period



73.1




70.7




58.8Actual gain on plan assets



1.1




1.7




5.0Company contributions



0.8




0.8




2.4Plan participants contributions



0.3




0.3




0.5Benefits paid



(1.3
)



(2.1
)



(4.4
)Currency translation changes



(0.8
)



1.7




8.4Fair value of plan assets  end of period



73.2




73.1




70.7Funded status


$
(30.6
)


$
(29.2
)


$
(33.9
)     Successor



PredecessorDecember 31,



December 31,2007



2006Other assets


$
4.6



$
Accrued expenses








(0.9
)Other long-term liabilities



(35.2
)



(33.0
)Accumulated other comprehensive income (loss)  pre-tax



(1.0
)



5.8      85




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Year Ended December 31, 2007Successor



Predecessor



PredecessorJune 30 -December 31,



January 1 -June 29,



Year Ended December 31,2007



2007



2006



2005Service cost


$
1.3



$
1.3



$
2.9



$
3.4Interest cost



2.8




2.5




4.3




4.0Expected return on plan assets



(2.6
)



(2.3
)



(3.9
)



(3.5
)Recognized net actuarial loss








0.2




0.3




0.1Net periodic pension cost


$
1.5



$
1.7



$
3.6



$
4.0     Year Ended December 31, 2007Successor



Predecessor



PredecessorJune 30 -December 31,



January 1 -June 29,



Year Ended December 31,2007



2007



2006



2005Discount rate for benefit obligation



5.55
%



5.43
%



4.83
%



4.56
%Discount rate for net periodic pension cost



5.43
%



5.15
%



4.57
%



5.05
%Expected rate of return on plan assets for net periodic pension
    cost (French and UK plans only)



6.90
%



6.60
%



6.17
%



6.58
%Assumed annual rate of compensation increase for benefit
    obligation



3.93
%



3.61
%



3.37
%



3.19
%Assumed annual rate of compensation increase for net periodic
    pension cost



3.87
%



3.70
%



3.20
%



3.36
%       Target at


Successor


PredecessorDecember 31,


December 31,


December 31,2007


2007


2006Equity securities



70
%



67
%



68
%Debt securities



30
%



33
%



32
%100
%



100
%     2008

$
3.52009


3.12010


4.02011


3.52012


3.92013  2017


21.2  86




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (e)
    Other
    Non-U.S.
    Postemployment Benefits    (14)
    Share-Based
    Compensation  (a)
    Successor
    Equity Plan      per-unit
    2007
    Successor Equity Plan Activity and Accounting Model 
    Management Investors
     87




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
            2007
    Successor Equity Plan Activity  Board Members and
    Consultants
     88




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (b)
    Predecessor
    Stock Plan    2007
    Activities
    2006
    Activities
         89




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
      2005
    Activities
        Valuation
    Model
    January 1 -June 29,



Year Ended December 31,2007



2006



2005Fair value of options granted


$
42.96



$
43.07



$
25.56Risk-free interest rate



4.53
%



4.69
%



4.11
%Expected life of options



6.5 years




6.5 years




6.5 yearsVolatility



34
%



34
%



38
%Expected dividend yield



0.0
%



0.0
%



0.0
%    90




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  Summary
    of Employee Option Activity
    WeightedNumber


Averageof


ExerciseShares


PriceOutstanding at January 1, 2005


484,590



50.52Granted


63,778



56.00Forfeited


(63,320
)


50.52Canceled


(1,320
)


50.52Outstanding at December 31, 2005


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
    Restricted
    Stock Unit Grants Under the Predecessor Stock Plan
     91




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
      Guaranteed
    Loans
      Impact
    of the Merger
    (c)
    Adoption
    of SFAS 123R   92




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Year EndedDecember 31,2005Net income, as reported

$
21.5Add: stock-based compensation expense in reported net income,
    net of tax


0.5Deduct: stock-based compensation expense determined using fair
    value based method for all awards, net of tax


(1.4
)Pro-forma net income

$
20.6   (15)
    Asset
    Retirement Obligations  Accounting for Conditional Asset Retirement
    Obligations
    (16)
    Commitments
    and Contingencies  (a)
    Lease
    Commitments    Year Ended December 31, 2007Successor


Predecessor


PredecessorJune 30 -December 31,


January 1 -June 29,


Year Ended December 31,2007


2007


2006

2005Rental expense


$
18.9



$
17.6



$
31.3


$
33.4     Year ended December 31:2008

$
31.52009


24.62010


21.12011


14.72012


11.3Thereafter


34.1Total minimum payments

$
137.3  93




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (b)
    Contingencies        (c)
    Employment
    Agreements  12-month (18-month 12-month
 94




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (17)
    Transactions
    with Related Parties  (a)
    Transactions
    with Madison Dearborn and Avista Capital Partners      (b)
    Transactions
    with Goldman, Sachs & Co.    (c)
    Transactions
    with Merck KGaA  and/or
  Purchases
    from Merck KGaA
     95




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
          Information
    Services
    (d)
    Transactions
    with CD&R    (e)
    Services
    performed by Debevoise & Plimpton LLP   96




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (f)
    Services
    performed by SIRVA, Inc.      (18)
    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. 97




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
     Year Ended December 31, 2007Successor



Predecessor


PredecessorJune 30 -December 31,



January 1 -June 29,


Year Ended December 31,2007



2007


2006


2005Net SalesNorth American Lab

$
1,014.7



$
1,003.7


$
1,966.0


$
1,902.4European Lab


700.8




630.4



1,137.6



1,089.8Science Education


107.2




65.2



154.0



146.0Total

$
1,822.7



$
1,699.3


$
3,257.6


$
3,138.2Operating IncomeNorth American Lab

$
54.1



$
51.8


$
112.2


$
91.0European Lab


39.1




41.8



59.4



38.1Science Education


9.7




4.3



19.4



14.0Merger expenses







(36.8
)






Total

$
102.9



$
61.1


$
191.0


$
143.1Capital ExpendituresNorth American Lab

$
10.2



$
9.4


$
15.7


$
10.8European Lab


4.8




5.0



5.8



6.9Science Education


1.3




1.3



2.1



0.7Total

$
16.3



$
15.7


$
23.6


$
18.4Depreciation and AmortizationNorth American Lab

$
28.5



$
11.1


$
22.5


$
19.8European Lab


21.0




7.6



17.3



12.7Science Education


3.7




0.7



1.6



1.4Total

$
53.2



$
19.4


$
41.4


$
33.9   Successor



PredecessorDecember 31, 2007



December 31, 2006AssetsNorth American Lab

$
2,925.2



$
1,633.0European Lab


2,327.4




854.4Science Education


362.7




158.8Total

$
5,615.3



$
2,646.2  98




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
    Year Ended December 31, 2007Successor



Predecessor


PredecessorJune 30 -December 31,



January 1 -June 29,


Year Ended December 31,2007



2007


2006


2005Operating income, as reportedNorth American Lab

$
54.1



$
51.8


$
112.2


$
91.0European Lab


39.1




41.8



59.4



38.1Science Education


9.7




4.3



19.4



14.0Merger expenses







(36.8
)






Total


102.9




61.1



191.0



143.1Interest income


3.0




3.3



6.7



2.7Interest expense


(130.4
)



(101.8
)


(117.1
)


(106.7
)Other income (expense), net


(67.2
)



3.5



(1.5
)


3.8(Loss) income before income taxes and cumulative effect of a
    change in accounting principle

$
(91.7
)


$
(33.9
)

$
79.1


$
42.9     Year Ended December 31, 2007Successor



Predecessor


PredecessorJune 30 -December 31,



January 1 -June 29,


Year Ended December 31,2007



2007


2006


2005Net SalesUnited States

$
1,003.1



$
956.5


$
1,871.7


$
1,813.1International


819.6




742.8



1,385.9



1,325.1Total

$
1,822.7



$
1,699.3


$
3,257.6


$
3,138.2   Successor



PredecessorDecember 31, 2007



December 31, 2006Long-lived AssetsUnited States

$
109.2



$
84.3International


91.5




72.6Total

$
200.7



$
156.9AssetsUnited States

$
3,013.1



$
1,506.4International


2,602.2




1,139.8Total

$
5,615.3



$
2,646.2  99




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (19)
    Unaudited
    Quarterly Financial Information  2007 Quarterly PeriodsPredecessor



SuccessorSecondApril 1 - JuneFirst


29, 2007



June 30, 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
)     2006 Quarterly Periods (Predecessor)First


Second


Third


FourthNet sales

$
795.8


$
815.0


$
817.6


$
829.2Gross profit


214.4



219.1



223.6



226.2Operating income


46.1



45.5



54.7



44.7Interest expense, net


(27.4
)


(26.7
)


(27.9
)


(28.4
)Other (expense) income, net


(0.8
)


0.4



0.1



(1.2
)Income before income taxes


17.9



19.2



26.9



15.1Net income


11.0



13.4



15.6



6.4      100




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  (20)
    Condensed
    Consolidating Financial Information  Post
    Merger     101




---



##### Table of Contents



VWR
    FUNDING, INC.
  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


CompanyASSETSCash and cash equivalents

$
1.1


$
16.1


$
27.8


$



$
45.0Compensating cash balance






20.5



66.9







87.4Trade accounts receivable, net






192.0



287.0







479.0Inventories






163.8



131.8







295.6Other current assets






21.1



42.0







63.1Intercompany receivables


33.0



11.6



2.0



(46.6
)


Total current assets


34.1



425.1



557.5



(46.6
)


970.1Property and equipment, net






86.5



114.2







200.7Goodwill






1,048.7



916.1







1,964.8Other intangible assets, net






1,347.1



1,029.9







2,377.0Deferred income taxes


102.1







15.2



(102.1
)


15.2Investment in subsidiaries


2,915.1



1,875.8







(4,790.9
)


Other assets


74.0



5.9



7.6







87.5Intercompany loans


1,093.0



37.7



91.5



(1,222.2
)


Total assets

$
4,218.3


$
4,826.8


$
2,732.0


$
(6,161.8
)

$
5,615.3LIABILITIES AND STOCKHOLDERS EQUITYShort-term debt

$



$



$
89.8


$



$
89.8Accounts payable


0.5



184.7



200.0







385.2Accrued expenses


39.9



56.7



91.0







187.6Intercompany payables


0.1



4.9



41.6



(46.6
)


Total current liabilities


40.5



246.3



422.4



(46.6
)


662.6Long-term debt and capital lease obligations


2,702.1



1.0



4.5







2,707.6Other long-term liabilities


25.2



22.4



56.5







104.1Deferred income taxes






458.3



334.3



(102.1
)


690.5Intercompany loans






1,184.5



37.7



(1,222.2
)


Total liabilities


2,767.8



1,912.5



855.4



(1,370.9
)


4,164.8Redeemable equity units


43.2















43.2Total stockholders equity


1,407.3



2,914.3



1,876.6



(4,790.9
)


1,407.3Total liabilities and stockholders equity

$
4,218.3


$
4,826.8


$
2,732.0


$
(6,161.8
)

$
5,615.3  102




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  Condensed
    Consolidating Balance Sheet
    December 31, 2006 (Predecessor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyASSETSCash and cash equivalents

$
1.3


$
66.8


$
71.3


$



$
139.4Compensating cash balance










36.1







36.1Trade accounts receivable, net






188.9



263.8







452.7Inventories






151.3



109.3







260.6Other current assets






19.3



31.3







50.6Intercompany receivables


17.1



15.0



2.8



(34.9
)


Total current assets


18.4



441.3



514.6



(34.9
)


939.4Property and equipment, net






65.7



91.2







156.9Goodwill






549.8



383.3







933.1Other intangible assets, net






386.4



165.9







552.3Deferred income taxes


5.1







8.0







13.1Investment in subsidiaries


392.4



702.7







(1,095.1
)


Other assets


5.8



35.0



10.6







51.4Intercompany loans






37.2



11.7



(48.9
)


Total assets

$
421.7


$
2,218.1


$
1,185.3


$
(1,178.9
)

$
2,646.2LIABILITIES AND STOCKHOLDERS EQUITYShort-term debt

$



$
20.7


$
37.2


$



$
57.9Accounts payable






193.0



187.8







380.8Accrued expenses


2.3



71.0



97.5







170.8Intercompany payables


6.0



19.9



9.0



(34.9
)


Total current liabilities


8.3



304.6



331.5



(34.9
)


609.5Long-term debt and capital lease obligations


350.0



1,311.0



4.8







1,665.8Other long-term liabilities






33.6



46.9







80.5Deferred income taxes






165.6



61.4







227.0Intercompany loans






11.7



37.2



(48.9
)


Total liabilities


358.3



1,826.5



481.8



(83.8
)


2,582.8Common stock purchase subject to guarantee agreement


0.5



0.5







(0.5
)


0.5Total stockholders equity


62.9



391.1



703.5



(1,094.6
)


62.9Total liabilities and stockholders equity

$
421.7


$
2,218.1


$
1,185.3


$
(1,178.9
)

$
2,646.2  103




---



##### Table of Contents



VWR
    FUNDING, INC.
  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


2.5



197.2



217.8



(9.0
)


408.5Operating (loss) income


(2.5
)


54.6



41.8



9.0



102.9Interest expense, net of interest income(1)


(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


(154.1
)


11.4



51.0







(91.7
)Income tax benefit (provision)


87.2



(31.7
)


(12.8
)






42.7Equity in earnings of subsidiaries, net of tax


17.9



38.2







(56.1
)


Net (loss) income

$
(49.0
)

$
17.9


$
38.2


$
(56.1
)

$
(49.0
)     (1)
    
    The Parents net interest
    expense for the period from June 30, 2007 through
    December 31, 2007 of $83.6 relates to long-term debt of
    approximately $2.7 billion, net of interest income
    associated with inter-company loans of $1.1 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 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. 104




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  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






166.5



214.8



(10.0
)


371.3Merger expenses


36.8















36.8Operating (loss) income


(36.8
)


65.0



22.9



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
)


(2.5
)


27.6







(33.9
)Income tax benefit (provision)


17.0



1.2



(9.9
)






8.3Equity in earnings of subsidiaries, net of tax


16.4



17.7







(34.1
)


Net (loss) income

$
(25.6
)

$
16.4


$
17.7


$
(34.1
)

$
(25.6
)  105




---



##### Table of Contents



VWR
    FUNDING, INC.
  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



356.0



347.5



(10.3
)


693.3Restructuring credits






(1.0
)










(1.0
)Operating (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  106




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  Condensed
    Consolidating Statement of Operations
    Year Ended December 31, 2005 (Predecessor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet sales

$



$
1,853.0


$
1,313.3


$
(28.1
)

$
3,138.2Cost of goods sold






1,433.7



928.9



(28.1
)


2,334.5Gross profit






419.3



384.4







803.7Selling, general and administrative expenses


0.1



331.8



314.1



(6.0
)


640.0Restructuring charges






6.8



13.8







20.6Operating (loss) income


(0.1
)


80.7



56.5



6.0



143.1Interest expense, net of interest income


29.7



71.7



2.6







104.0Other expense (income), net






(29.3
)


19.5



6.0



(3.8
)(Loss) income before income taxes, cumulative effect of a change
    in accounting principle, and equity in earnings of subsidiaries


(29.8
)


38.3



34.4







42.9Income tax benefit (provision)


10.0



(16.9
)


(14.0
)






(20.9
)Cumulative effect of a change in accounting principle, net of tax






(0.3
)


(0.2
)






(0.5
)Equity in earnings of subsidiaries, net of tax


41.3



20.2







(61.5
)


Net income (loss)

$
21.5


$
41.3


$
20.2


$
(61.5
)

$
21.5  107




---



##### Table of Contents



VWR
    FUNDING, INC.
  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
)Other investing activities, net










1.2







1.2Net cash provided by (used in) 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 our 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  108




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  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
)Other investing activities, net










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 increase (decrease) 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  109




---



##### Table of Contents



VWR
    FUNDING, INC.
  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  110




---



##### Table of Contents



VWR
    FUNDING, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 (Dollars
    in millions, except share data)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2005 (Predecessor)
  Subsidiary


Non-Guarantor





TotalParent


Guarantors


Subsidiaries


Eliminations


CompanyNet cash provided by operating activities

$



$
66.9


$
3.2


$



$
70.1Cash flows from investing activities:Intercompany investing transactions


0.1



(6.6
)






6.5



Acquisitions of businesses and other intangible assets










(46.0
)






(46.0
)Capital expenditures






(7.9
)


(10.5
)






(18.4
)Other investing activities, net










2.2







2.2Net cash provided by (used in) investing activities


0.1



(14.5
)


(54.3
)


6.5



(62.2
)Cash flows from financing activities:Intercompany financing transactions






(0.1
)


6.6



(6.5
)


Proceeds from debt










3.2







3.2Repayment of debt










(13.9
)






(13.9
)Net change in bank overdrafts






15.0



58.4







73.4Net change in compensating cash balance






(17.9
)


(40.5
)






(58.4
)Other financing activities, net


(0.9
)














(0.9
)Net cash (used in) provided by financing activities


(0.9
)


(3.0
)


13.8



(6.5
)


3.4Effect of exchange rate changes on cash










(2.1
)






(2.1
)Net increase (decrease) in cash and cash equivalents


(0.8
)


49.4



(39.4
)






9.2Cash and cash equivalents beginning of period


0.8



40.6



75.5







116.9Cash and cash equivalents end of period

$



$
90.0


$
36.1


$



$
126.1   (21)
    Subsequent
    Event  Form S-4,
 111




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##### 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
  Rules 13a-15(e) 15d-15(e))
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)) Internal Control  Integrated Framework
  Form 10-K.
  Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 112




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    KPMG
    LLP
    113




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##### 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


47


Chairman, President and Chief Executive OfficerJack L. Wyszomierski


52


Executive Vice President and Chief Financial OfficerMatthew C. Malenfant


46


Senior Vice President and President of North America, Lab
    Distribution and ServicesManuel Brocke-Benz


49


Senior Vice President & Managing Director of Europe, Lab
    Distribution and ServicesGeorge Van Kula


44


Senior Vice President, General Counsel and SecretaryTheodore C. Pulkownik


50


Senior Vice President, Corporate Development, Asia/Pacific and
    ExportPaul A. Dumas


41


Senior Vice President, Human ResourcesJon Michael Colyer


34


Vice President and General Manager of Science EducationGregory L. Cowan


54


Vice President and Corporate ControllerTimothy P. Sullivan


49


DirectorNicholas W. Alexos


44


DirectorHarry M. Jansen Kraemer Jr.


52


DirectorRobert L. Barchi


61


DirectorEdward A. Blechschmidt


55


DirectorThompson Dean


49


DirectorRobert P. DeCresce


58


DirectorCarlos del Salto


64


DirectorRobert J. Zollars


50


Director     John M. Ballbach
 114




---



##### Table of Contents



Jack L. Wyszomierski
  Matthew C. Malenfant
  Manuel Brocke-Benz E-business.
  George Van Kula
  Theodore C. Pulkownik
  Paul A. Dumas
 115




---



##### Table of Contents



Jon Michael Colyer E-commerce
  Gregory L. Cowan
  Timothy P. Sullivan,
  Nicholas W. Alexos,
  Harry M. Jansen Kraemer, Jr.,
  Dr. Robert L. Barchi,
 116




---



##### Table of Contents



Edward A. Blechschmidt,
  Thompson Dean,
  Dr. Robert P. DeCresce,
  Carlos del Salto,
  Robert J. Zollars,
 117




---



##### Table of Contents



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 auditors qualifications and independence,
    the performance of our internal audit function and independent
    auditors, and
    our compliance with legal and regulatory requirements and our
    code of conduct.  Code of
    Ethics
  Regulation S-K www.vwr.com Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Overview
    Form 10-K
 118




---



##### Table of Contents



Compensation
    Philosophy and Objectives
     119




---



##### Table of Contents



Agilent Technologies, Inc.

Owens & Minor, Inc.Amgen, Inc.

Patterson Companies Inc.Applied Industrial Technologies, Inc.

PSS World Medical Inc.Becton Dickinson & Co.

Henry Schein, IncCintas Corp.

Sigma-Aldrich Corp.Genentech, Inc.

Thermo Fisher Scientific Inc.Grainger (W.W.) Inc.

Waters Corp.Hospira Inc.

Wesco InternationalOmnicare, Inc.   and/or
      Components
    of Compensation
    
    base salary;
    performance-based cash incentive compensation;
    a retention bonus plan that was instituted coincident with our
    December 2006 recapitalization;
    equity incentive compensation;
    retirement and other benefits; and
    perquisites and other personal benefits.   120




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##### Table of Contents



and/or
    Base
    Salary
    
    market data provided by our outside consulting firm;
    the executive officers position and responsibilities;
    internal review of the executive officers compensation,
    both individually and relative to other officers; and
    the individual performance of the executive officer.    Form 10-K,
 121




---



##### Table of Contents



Name

Time Period

Annualized Salary ($)John M. Ballbach


7/1/07-12/31/07


$
925,000Chairman, President and Chief Executive Officer


1/1/07-6/30/07



750,0002006



650,000Jack L. Wyszomierski


7/1/07-12/31/07



450,000Executive Vice President and Chief Financial Officer


1/1/07-6/30/07



415,8002006



385,000George Van Kula


7/1/07-12/31/07



375,000Senior Vice President, General Counsel and Secretary


1/1/07-6/30/07



344,5002006



325,000Matthew C. Malenfant(1)


7/1/07-12/31/07



380,000Senior Vice President and President of North America, Lab
    Distribution and Services


1/1/07-6/30/07



330,000Theodore C. Pulkownik


7/1/07-12/31/07



325,000Senior Vice President, Corporate Development,
    Asia/Pacific & Export


1/1/07-6/30/07



299,6002006



280,008     (1)
    
    Mr. Malenfant was not
    identified as a named executive officer in our 2006
    Annual Report on
    Form 10-K.  Performance-Based
    Cash Incentive Compensation
    Target% of Base


Max% of BaseName

Salary Paid


Salary PaidJohn M. Ballbach


100
%


200
%Jack L. Wyszomierski


85
%


George Van Kula


75
%


Matthew C. Malenfant


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 non-recurring items 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. In 2007, Internal EBITDA
    necessary for the named executive officers to achieve 100% 122




---



##### Table of Contents



of the potential payout attributable to this factor was
    originally set at $279 million, excluding acquisitions. As
    a result of three acquisitions that we completed during 2007,
    the final Internal EBITDA target to receive 100% of the
    potential payout was $283.4 million.  
    Various working capital metrics, including days sales
    outstanding in accounts receivable, days sales in inventory and
    days payables outstanding.
    Various strategic/cultural objectives, which include safety
    goals and individual performance goals.          Retention
    Bonus Plan
    Investment
    Opportunities and Equity Incentive Compensation
  Investment Opportunities and related Option
    Grants.
   123




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##### Table of Contents



Restricted Stock Unit Grants.
    
    enhance the link between the creation of stockholder value and
    long-term executive incentive compensation;
    provide an opportunity for increased equity ownership by
    executives; and
    maintain competitive levels of total compensation.    Retirement
    and Other Benefits
  U.S. Pension Plans.
  Savings Plan.
 124




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##### Table of Contents



Nonqualified Deferred Compensation
    Plan.
  Perquisites
    and Other Personal Benefits
          Tax and
    Accounting Considerations
  Deductibility of Executive
    Compensation.
  Accounting for Stock-Based
    Compensation.
 125




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##### Table of Contents



Compensation
    Committee Report
  Regulation S-K Form 10-K
  COMPENSATION
    COMMITTEE
    Timothy P. Sullivan
    Robert L. Barchi
    Thompson Dean
    Robert P. DeCresce
    Robert J. Zollars
  Compensation
    Committee Interlocks and Insider Participation
    Treatment of Equity Awards under Predecessor Stock Plan upon
    Completion of the Merger
      Option Awards


Number ofOutstanding


Option


RestrictedCommon Stock


Exercise


StockName

Options (#)


Price ($)


Units (#)John M. Ballbach


58,929


$
24.66



6,66712,603



59.64Jack L. Wyszomierski


20,000



24.66



2,667George Van Kula


13,340



59.64



1,000Matthew C. Malenfant


7,000



24.66



3,333Theodore C. Pulkownik


20,000



24.66



1,000   New
    Employment Arrangements
  Overview.
 126




---



##### Table of Contents



John M. Ballbach (Chairman, President & Chief
    Executive Officer). 12-month 18-month
  Jack L. Wyszomierski (Chief Financial
    Officer). 12-month 12-month
  George Van Kula (Senior Vice President, General
    Counsel & Secretary). 12-month 12-month
  Matthew C. Malenfant (Senior Vice President and President of
    North America, Lab Distribution and
    Services). 12-month 12-month
  Theodore C. Pulkownik (Senior Vice President,Corporate
    Development, Asia Pacific &
    Export). 12-month 12-month
  Cause
  Good reason and/or
 127




---



##### Table of Contents



and/or
    Equity
    Issuances under Successor Equity Plan
  Form 10-K.
  Number of Class A


Number of Class AName

Common Units(1)


Preferred UnitsJohn M. Ballbach


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



960.87Theodore 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. Van Kula purchased 54,783.91 founders common units;
    Mr. Malenfant purchased 30,435.51 founders common units;
    and Mr. Pulkownik purchased 76,088.77 founders common units.     128




---



##### Table of Contents



Form 10-K
  Executive
    Compensation Tables
  Summary
    Compensation Table
  Form 10-K.
  Change inPension ValueandNon-Equity

NonqualifiedIncentive

DeferredStock

Option

Plan

Compensation

All OtherName and Principal



Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalPosition

Year

(2)($)

(3)($)

(4)($)

(5)($)

(6)($)

(7)($)

(8)($)

($)John M. Ballbach


2007


$
787,506






$
740,437


$
2,081,574


$
945,345






$
77,615


$
4,632,477Chairman, President and Chief Executive Officer


2006



650,004



1,651,191



100,000



360,224



548,096







173,476



3,482,991Jack L. Wyszomierski


2007



417,504







290,197



116,377



441,612







38,303



1,303,993Executive Vice President and Chief Financial Officer


2006



379,180



670,000



49,180



61,084



272,202







25,032



1,456,678George Van Kula(1)


2007



349,998







177,093



657,423



209,578







45,498



1,439,590Senior Vice President, General Counsel and Secretary


2006



210,594



586,960







253,766



114,665







162,986



1,328,971Matthew C. Malenfant


2007



355,002







240,307



20,366



347,083



6,901



49,881



1,019,540Senior Vice President and President of North America, Lab
    Distribution and ServicesTheodore C. Pulkownik


2007



302,508







207,603



116,377



181,141







88,302



895,931Senior Vice President of Strategy Corporate Development and
    Emerging Markets


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 paid or earned in 2007 and 2006, as applicable. In
    connection with the consummation of the Merger, we entered into
    the Executive Officer Employment Arrangements in June 2007,
    which included new annualized salary terms. See the discussion
    in the Compensation Discussion and Analysis under Base
    Salary for more information.(3)
    
    The amounts set forth in this
    column for 2006 represent the payments made in 2006 to all
    holders of stock options 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 129




---



##### Table of Contents



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 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 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 2007, this column represents
    the compensation cost recognized for financial statement
    reporting purposes in 2007 for (i) restricted stock units
    (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; Van Kula: $98,640; Malenfant:
    $196,722; and Pulkownik: $98,640 (see Treatment of Equity
    Awards under Predecessor Stock Plan upon Completion of the
    Merger for more information); and (ii) the portion of
    the founders common units that vested in 2007, in the following
    amounts: Ballbach: $357,101; Wyszomierski: $93,475; Van Kula:
    $78,453; Malenfant: $43,585; and Pulkownik: $108,963 (see
    Equity Issuances 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 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, including amounts
    recognized due to the acceleration of vesting of stock options
    upon the consummation of the Merger (see Treatment of
    Equity Awards under Predecessor Stock Plan upon Completion of
    the Merger 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, 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 2007 and 2006, as applicable,
    and, in the cases of Messrs. Ballbach, Wyszomierski and
    Malenfant, amounts earned under the Retention Bonus Plan 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 discussion in the Compensation Discussion
    and Analysis under Retention Bonus Plan for more
    information).(7)
    
    For Mr. Malenfant, this column
    reflects the sum of the changes in actuarial present value of
    the accumulated benefit under the VWR International Retirement
    Plan ($2,863) and VWR International Supplemental Benefits Plan
    ($4,038) during 2007. See Pension Benefits for
    additional information.(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 2007 and 2006, as applicable.  The perquisites and other personal
    benefits for 2007 included: annual automobile allowances for all
    of the named executive officers; financial planning assistance
    for Messrs. Ballbach, Van Kula, Malenfant and Pulkownik;
    reimbursement of country club membership dues for
    Messrs. Ballbach and Malenfant; a relocation expense
    reimbursement for Mr. Ballbach; and a housing allowance and
    commuting reimbursements for Mr. Pulkownik. The 2007
    housing allowance for Mr. Pulkownik was $36,000; each of
    the other perquisites provided to the named executive officers
    in 2007 had an attributed cost to us of less than $25,000.
  All other compensation for 2007
    included: Company contributions to the Savings Plan of
    approximately $12,800, in the aggregate, for each named
    executive officer; Company contributions to the Deferred
    Compensation Plan in the amount of $11,500 for
    Mr. Wyszomierski and less than $10,000 for each of the
    other named executive officers (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 $18,000 for Mr. Ballbach and less than
    $10,000 for each of the other named executive officers.
 130




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##### Table of Contents



Grants
    of Plan-Based Awards
    All Other

All OtherStock

Option



GrantAwards:

Awards:

Exercise

Date FairEstimated Future Payouts

Estimated Future Payouts

Number

Number of

or Base

Value ofUnder Non-Equity

Under Equity

of Shares

Securities

Price of

Stock andIncentive Plan Awards(1)

Incentive Plan Awards

of Stock

Underlying

Option

OptionGrant

Threshold

Target

Maximum

Threshold

Target

Maximum

or Units

Options

Awards

AwardsName

Date

($)

($)

($)

(#)

(#)

(#)

(#)(2)

(#)

($/sh)

($)(3)John M. Ballbach


2/13/07


$



$
787,506


$
1,575,012






















$



$
6/29/07



























244,374.39











2,818,202Jack L. Wyszomierski


2/13/07







417,504































6/29/07



























65,273.66











737,694George Van Kula


2/13/07







349,998



















1,000











98,6406/29/07



























54,783.91











619,143Matthew C. Malenfant


2/13/07







355,002































6/29/07



























30,435.51











343,968Theodore C. Pulkownik


2/13/07







302,508



















1,000











98,6406/29/07



























76,088.77











859,921     (1)
    
    These columns reflect the potential
    payment under the MIP for 2007 performance, as set by our former
    Compensation Committee on February 13, 2007, and as
    maintained in the Executive Officer Employment Agreements.
    Mr. Ballbachs potential payment is subject to a
    maximum of 200% of base salary paid for the year; the other
    named executive officerss potential payment is not subject
    to a cap, and so no maximum payment amount is reflected in the
    table.The MIP percentages are based on
    base salary paid for the applicable year, and so the amounts
    calculated above are based on the base salary amounts set forth
    in the Salary column of the Summary Compensation
    Table, which include the adjustments to the base salaries of the
    named executive officers under the Executive Officer Employment
    Agreements. The criteria and factors and the MIP percentages of
    base salary paid for the applicable year are described in the
    Compensation Discussion and Analysis under
    Performance-Based Cash Incentive Compensation.(2)
    
    This column reflects the restricted
    stock units granted by our former Board of Directors under the
    Predecessor Stock Plan on February 13, 2007 to
    Messrs. Van Kula and Pulkownik.This column also reflects the
    founders common units purchased by our named executive officers
    under the Successor Equity Plan on June 29, 2007. See
    Equity Issuances under Successor Equity Plan for
    more information.(3)
    
    This column represents the total
    compensation cost recognized for financial statement reporting
    purposes for the restricted stock units and the founders common
    units referenced in Note (2) above, as of their respective
    issuance dates. The expense associated with the founders common
    units is being amortized over the four-year vesting period of
    the securities. See Treatment of Equity Awards under
    Predecessor Stock Plan upon Completion of the Merger for
    more information regarding treatment of the restricted stock
    units upon consummation of the Merger and Equity Issuances
    under Successor Equity Plan for more information regarding
    the founders common units. 131




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##### 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






















213,409.14


$
213,409







Jack L. Wyszomierski






















57,002.68



57,003







George Van Kula






















47,842.11



47,842







Matthew C. Malenfant






















26,578.96



26,579







Theodore C. Pulkownik






















66,447.38



66,447







     (1)
    
    This column reflects the portion of
    the founders common units purchased by our named executive
    officers that remained unvested at the end of 2007. 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 2007, as determined
    pursuant to the Successor Equity Plan and the related
    transaction documents. 132




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##### Table of Contents



Option
    Exercises and Stock Vested
    Option Awards(1)

Stock AwardsNumber of

Value

Number ofShares

Realized

Shares

ValueAcquired

Upon

Acquired

Realizedon Exercise

Exercise

on Vesting

on VestingName



(#)(1)

($)(2)

(#)(3)

($)(4)John M. Ballbach

Options


71,532


$
22,340,658Restricted Stock Units










5,334


$
1,830,309Founders Common Units










30,965.25



Jack L. Wyszomierski

Options


20,000



6,369,600Restricted Stock Units










2,667



915,154Founders Common Units










8,270.98



George Van Kula

Options


13,340



3,781,890Restricted Stock Units










1,000



343,140Founders Common Units










6,941.80



Matthew C. Malenfant

Options


7,000



2,229,360Restricted Stock Units










2,667



915,154Founders Common Units










3,856.55



Theodore C. 
    Pulkownik

Options


20,000



6,369,600Restricted Stock Units










1,000



343,140Founders Common Units










9,641.39



     (1)
    
    This column reflects the number of
    stock options (to purchase CDRV Investors, Inc. common stock
    under the Predecessor Stock Plan) that were cancelled upon
    consummation of the Merger in June 2007. See Treatment of
    Equity Awards under Predecessor Stock Plan upon Completion of
    the Merger for more information.(2)
    
    This column reflects the option
    cancellation payments made to the named executive officers with
    respect to the stock options referred to in Note (1) above
    upon consummation of the Merger. The option cancellation
    payments were calculated as (x) the excess of the per share
    merger consideration (approximately $343 per share) over the per
    share exercise price of each stock option, multipliedby
    (y) the number of shares of common stock covered by such
    stock option.(3)
    
    For Restricted Stock
    Units, this column reflects the number of unvested
    restricted stock units (issued under the Predecessor Stock Plan)
    for which the vesting was accelerated in connection with the
    consummation of the Merger. See Treatment of Equity Awards
    under Predecessor Stock Plan upon Completion of the Merger
    for more information.For Founders Common
    Units, this column reflects the portion of the founders
    common units purchased by our named executive officers under the
    Successor Equity Plan that vested during 2007.(4)
    
    For Restricted Stock
    Units, this column reflects the payments made with respect
    to the unvested restricted stock units referred to in Note
    (3) above upon consummation of the Merger. Outstanding
    restricted stock units (including those that had previously
    vested) were converted into the right to receive the per share
    merger consideration.No value is realized as a result of
    vesting of the founders common units. See Equity Issuances
    under Successor Equity Plan for a description of the
    vesting of founders common units. 133




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##### Table of Contents



Pension
    Benefits
    VWR International 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).  IRS-prescribed
      Supplemental Executive Retirement
    Plan.
     134




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##### Table of Contents



Pension Plan Table.
    Number of

Present Value ofYears Credited

AccumulatedName

Plan Name

Service

BenefitMatthew C. Malenfant(1)

VWR International Retirement Plan


9.667


$
93,971VWR International Supplemental Executive Retirement Plan


9.667



132,527     (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, 2007, 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 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 6.05%.  Nonqualified
    Deferred Compensation Plan
       135




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##### Table of Contents



Executive


Registrant


Aggregate


AggregateContributions in


Contributions in


Earnings in


Withdrawals/


Aggregate BalanceName

Last FY


Last FY(1)


Last FY


Distributions


at Last FYE(1)John M. Ballbach





$
6,500










$
6,500Jack L. Wyszomierski






11,500











11,500George Van Kula






6,500











6,500Matthew C. Malenfant






6,500











6,500Theodore C. Pulkownik






9,056











9,056     (1)
    
    Represents the Company restoration
    matching amounts (described above) that will be made to the
    named executive officers accounts in March 2008 as a
    result of our satisfaction of the relevant 2007 performance
    goal. The amounts are reflected in the column All Other
    Compensation of the Summary Compensation Table.  Termination
    and Change of Control Arrangements
  and/or
    JOHN M.
    BALLBACH
  InvoluntaryNot forCauseTerminationorResignationfor Good

InvoluntaryVoluntary

Early

Normal

Reason

for Cause

Change in

Death

DisabilityExecutive Payments Upon Termination

Termination

Retirement

Retirement

(1)

Termination

Control(2)

(3)

(4)Severance or Lump Sum Payments

$



$



$



$
3,719,086


$



$



$
925,000


$
925,000Founders Common Units (unvested and accelerated)(5)






























  136




---



##### Table of Contents



JACK L.
    WYSZOMIERSKI
  InvoluntaryNot forCauseTerminationorResignationfor Good

InvoluntaryVoluntary

Early

Normal

Reason

for Cause

Change in

Death

DisabilityExecutive Payments Upon Termination

Termination

Retirement

Retirement

(1)

Termination

Control

(3)

(4)Severance or Lump Sum Payments(6)

$



$



$



$
1,261,474.


$



$



$
382,500


$
382,500Founders Common Units (unvested and accelerated)(5)






























   GEORGE
    VAN KULA
  InvoluntaryNot forCauseTerminationorResignationfor Good

InvoluntaryVoluntary

Early

Normal

Reason

for Cause

Change in

Death

DisabilityExecutive Payments Upon Termination

Termination

Retirement

Retirement

(1)

Termination

Control

(3)

(4)Severance or Lump Sum Payments

$



$



$



$
997,099


$



$



$
281,250


$
281,250Founders Common Units (unvested and accelerated)(5)






























   MATTHEW
    C. MALENFANT
  InvoluntaryNot forCauseTerminationorResignationfor Good

InvoluntaryVoluntary

Early

Normal

Reason

for Cause

Change in

Death

DisabilityExecutive Payments Upon Termination

Termination

Retirement

Retirement

(1)

Termination

Control

(3)

(4)Severance or Lump Sum Payments

$



$



$



$
1,010,224


$



$



$
285,000


$
285,000Founders Common Units (unvested and accelerated)(5)






























   THEODORE
    C. PULKOWNIK
  InvoluntaryNot forCauseTerminationorResignationfor Good

InvoluntaryVoluntary

Early

Normal

Reason

for Cause

Change in

Death

DisabilityExecutive Payments Upon Termination

Termination

Retirement

Retirement

(1)

Termination

Control

(3)

(4)Severance or Lump Sum Payments

$



$



$



$
865,849


$



$



$
243,750


$
243,750Founders 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 New Employment Arrangements for additional
    information regarding the named executive officers
    employment arrangements. 137




---



##### Table of Contents



(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 Arrangement 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 or sold to Holdings at fair market value, as
    calculated in accordance with the relevant transaction
    documents, and unvested units can be repurchased 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 or sold to
    Holdings at the lower of original cost or fair market value. See
    Equity Issuances 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.  Director
    Compensation
  Director
    Compensation Prior to the Consummation of the Merger
      Director
    Compensation Following the Consummation of the Merger
  Form 10-K
 138




---



##### Table of Contents



Fees








Non-EquityEarned








Incentiveor Paid in


Stock


Option


Plan


All OtherCash


Awards


Awards


Compensation


Compensation


TotalName

($)


($)(1)


($)


($)


($)


($)Predecessor Board:Alan W. Dunton(2)

$



$
35,000


$



$



$



$
35,000Joseph F. Eckroth, Jr.(2)


17,500



17,500















35,000Lewis S. Edelheit(2)


17,500



17,500















35,000Brian P. Kelley(2)






35,000















35,000Carl T. Stocker(2)


25,000



17,500















42,500Current Board:Robert L. Barchi(2)


29,722



133,720















163,442Edward A. Blechschmidt(3)


29,722



98,720















128,442Robert P. DeCresce(3)


29,722



126,474















156,196Harry M. Jansen Kraemer, Jr.(3)


50,556



436,666















487,222Carlos del Salto(3)


29,722



116,169















145,891Robert J. Zollars(2)


29,722



127,461















157,183     (1)
    
    With respect to
    Messrs. Dunton, Eckroth, Edelheit, Kelley and Stocker, the
    amounts set forth in this column represent the total non-cash
    compensation expense recognized in 2007 under applicable
    accounting rules for director stock units issued to Outside
    Directors in 2007 under the Predecessor Stock Plan. With respect
    to Messrs. Blechschmidt, DeCresce, Kraemer and del Salto,
    the amounts set forth in this column represent the total
    non-cash compensation expense recognized in 2007 under
    applicable accounting rules with respect to the equity purchases
    of each such Eligible Director in 2007 under the Successor
    Equity Plan. With respect to each of Messrs. Barchi and
    Zollars, $35,000 included in this column represents the director
    stock units issued to each of them in 2007 under the Predecessor
    Stock Plan, and $98,720 and $92,461, respectively, included in
    this column represents the total non-cash compensation expense
    recognized in 2007 under applicable accounting rules with
    respect to the equity purchases of each such Eligible Director
    in 2007 under the Successor Equity Plan. The equity issuances to
    Board members under the Successor Equity Plan were not grants,
    but instead were purchases; however, under applicable accounting
    rules, we were required to recognize non-cash compensation
    expense in 2007 with respect to certain of these purchases. See
    Note 14 under
    Item 8-Financial
    Statements and Supplementary Data in this Annual Report on
    Form 10-K
    for more information concerning the compensation expense
    attributable to the Eligible Directors.(2)
    
    Pursuant to the terms of the Merger
    Agreement, each of the individuals serving on VWRs and our
    Board prior to the consummation of the Merger, other than John
    M. Ballbach, resigned upon consummation of the Merger.
    Messrs. Barchi and Zollars rejoined both Boards in
    September 2007.(3)
    
    Mr. Kraemer was appointed to
    VWRs and our Board upon consummation of the Merger, and
    Messrs. Blechschmidt, DeCresce and del Salto were appointed
    to both Boards in September 2007.  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   139




---



##### Table of Contents




    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



75.17
%


1,175,259.51



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



*Paul A. Dumas


19,565.68



*



480.43



*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)


10,572,738.12



75.17
%


1,175,259.51



83.23
%Nicholas W. Alexos(2)


10,572,738.12



75.17
%


1,175,259.51



83.23
%Harry M. Jansen Kraemer, Jr.(5)


10,656,350.16



75.76
%


1,179,375.90



83.53
%Dr. Robert L. Barchi


8,000.00



*



0.00



*Edward A. Blechschmidt


8,000.00



*



0.00



*Thompson Dean(3)


1,076,259.68



7.65
%


117,685.69



8.33
%Dr. Robert P. DeCresce


12,249.55



*



170.75



*Carlos del Salto


8,896.88



*



99.10



*Robert J. Zollars(6)


9,722.02



*



190.28



*All Directors and Executive Officers as a group
    (18 persons)(2)(3)


12,467,854.59



88.64
%


1,313,091.29



93.00
%     *
    
    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.(2)
    
    Madison Dearborn Capital Partners
    V  A, L.P. (MDP V  A) is the
    indirect beneficial owner of 6,981,954.31 common units and
    776,351.14 preferred units, Madison Dearborn Capital Partners
    V  C, L.P. (MDP V  C) is the
    indirect beneficial owner of 1,852,188.31 common units and
    205,952.53 preferred units, Madison Dearborn Capital Partners V
    Executive  A, L.P. (MDP Executive) is the
    indirect beneficial owner of 70,157.42 common units and 7,800.77
    preferred units MDCP Co-Investors (Varietal), L.P.
    (Varietal) is the indirect beneficial owner of
    1,534,497.98 common units and 170,289.01 preferred units and
    MDCP Co-Investors (Varietal-2), L.P. (Varietal-2 and
    together with MDP V  A, MDP V  C, MDP
    Executive, Varietal and Varietal-2, 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, and Madison 140




---



##### Table of Contents



Dearborn Partners, LLC (MDP
    LLC) is the general partner of MDP A&C. John A.
    Canning, 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 MDP V  A, MDP V  C
    and MDP Executive. Messrs. Canning, Finnegan and Mencoff
    and MDP LLC 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
    MDP LLC 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 LLC and Messrs. Alexos,
    Sullivan, Kraemer, Finnegan and Mencoff is
    c/o Madison
    Dearborn Partners, LLC, Three First National Plaza,
    Suite 3800, 70 West Madison Street, Chicago, Illinois
    60602.(3)
    
    Avista Capital Partners, L.P.
    (ACP) is the indirect beneficial owner of 851,679.43
    common units and 93,128.53 preferred units and ACP-VWR Holdings
    LLC (ACP-VWR) is the indirect beneficial owner of
    224,580.25 common units and 24,557.16 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 54,474.42 common units and
    1,094.51 preferred units held by the John M. Ballbach 2007
    Grantor Retained Annuity Trust, of which Mr. Ballbach is
    the sole trustee. Mr. Ballbach has voting and investment
    authority over the securities held by the Trust, but disclaims
    beneficial ownership of the securities held by the Trust except
    to the extent of his pecuniary interest therein. The address for
    the Trust 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 Class A common units
    and Class A preferred units, respectively, held by
    Mr. Kraemer.(6)
    
    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
    Class A
    Preferred Units
  Yield.
  Redemptions; Distributions.
    First
  Second
  Third
   141




---



##### Table of Contents



Voting Rights.
  Class A
    Common Units
  Redemptions; Distributions.
  Voting Rights.
  Equity
    Compensation Plan Information
  Form 10-K.
  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, 2007





$




     (1)
    
    The Successor Equity Plan was
    approved by Holdings Board of Managers on June 29,
    2007; separate approval of Holdings security holders is
    not required and has not been obtained. There are no options
    outstanding under the Successor Equity Plan; the only securities
    that have been issued pursuant to the Successor Equity Plan are
    Class A Preferred Units and Class A 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.  ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Certain
    Relationships and Related Transactions
  The
    Merger
   142




---



##### Table of Contents



Payments
    to Madison Dearborn and Avista
    Management
    Equity Arrangements
       143




---



##### Table of Contents



Form S-1 Form S-3,
      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



960.87Manuel Brocke-Benz


39,131.37



960.87Paul A. Dumas


19,565.68



480.43Theodore C. Pulkownik


97,828.42



2,402.17Jon Michael Colyer


25,435.39



624.56Gregory L. Cowan


14,244.52



349.77     (1)
    
    Includes 54,474.42 common units and
    1,094.51 preferred units held by the John M. Ballbach 2007
    Grantor Retained Annuity Trust of which Mr. Ballbach is the
    trustee. 144




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##### Table of Contents



Transactions
    With Goldman, Sachs & Co.
    Miscellaneous
    sister-in-law Regulation S-K.
      Review
    and Approval of Transactions with Related Persons
    Director
    Independence
  Current
    Board of Directors
     145




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##### Table of Contents



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   Predecessor
    Board of Directors
    Nominating &Executive

Corporate GovernanceAudit Committee

Compensation Committee

Committee

CommitteeAlan W. Dunton

B. Charles Ames

B. Charles Ames

B. Charles AmesLewis S. Edelheit

Charles A. Banks

John M. Ballbach

Charles A. BanksGeorge K. Jaquette

Robert L. Barchi

Charles A. Banks

Lewis S. EdelheitRichard J. Schnall

Joseph F. Eckroth, Jr.

Richard J. Schnall

George K. JaquetteCarl T. Stocker

Brian P. KelleyRobert J. Zollars  146




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Type of Fees

2007


2006(dollars in thousands)Audit Fees(1)

$
4,484


$
4,259Audit-Related Fees(2)


1,106



170Tax Fees(3)


39



38$
5,629


$
4,467     (1)
    
    2007 and 2006 audit fees relate to
    the audit of the Companys global operations including
    statutory audits, and also includes fees related to the audit of
    internal controls over financial reporting. Also included herein
    are fees related to various employee benefit plan audits.(2)
    
    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 our Senior Notes. 2006 audit-related services include
    procedures performed in connection with the issuance of the
    Predecessor Senior Floating Rate Notes.(3)
    
    Fees for both years relate to tax
    compliance services.  Pre-Approval
    Policy for Auditor Services
       147




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Form 10-K:
  PageVWR FUNDING, INC. (Successor) and CDRV INVESTORS, INC.
    (Predecessor)Report of Independent Registered Public
    Accounting Firm


48Consolidated Balance Sheets as of
    December 31, 2007 and 2006


49Consolidated Statements of Operations for the
    periods included in the year ended December 31, 2007 and
    for the years ended December 31, 2006 and 2005


50Consolidated Statement of Stockholders
    Equity and Other Comprehensive Income (Loss) for the periods
    included in the year ended December 31, 2007 and for the
    years ended December 31, 2006 and 2005


51Consolidated Statements of Cash Flows for the
    periods included in the year ended December 31, 2007 and
    for the years ended December 31, 2006 and 2005.


53Notes to Consolidated Financial Statements


54Schedule II  Valuation and
    Qualifying Accounts for the periods included in the year ended
    December 31, 2007 and for the years ended December 31,
    2006 and 2005


154  148




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##### Table of Contents



ExhibitNumber

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, 2007 149




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##### Table of Contents



ExhibitNumber

Description of Documents

Method of Filing4.3(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, 20074.4(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

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, 200710.5

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 150




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##### Table of Contents



ExhibitNumber

Description of Documents

Method of Filing10.6

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, 200710.7(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, 200710.8

Employment Letter, dated June 29, 2007, 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*

Filed herewith10.10(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*

Filed herewith10.11(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, 200610.12

VWR Corporation Supplemental Benefits Plan*

Previously filed as Exhibit 10.11 to VWR International, Inc.
    Form S-4, filed on August 30, 200410.13

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*

Filed herewith12.1

Computation of Ratio of Earnings to Fixed Charges

Filed herewith.21.1

List of Subsidiaries

Filed herewith24

Power of Attorney

Filed herewith.31.1

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

Filed herewith.31.2

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

Filed herewith.32.1

Certificate of Principal Executive Officer pursuant to
    18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act
    of 2002)

Furnished herewith.32.2

Certificate of Principal Financial Officer pursuant to
    18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act
    of 2002)

Furnished herewith.     *
    
    Denotes management contract or
    compensatory plan, contract or arrangement. 151




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##### Table of Contents



SUPPLEMENTAL
    INFORMATION
   152




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##### Table of Contents



VWR FUNDING, INC.
  By:
    /s/  Gregory
    L. Cowan   Title:
    Vice President and Corporate Controller (Chief Accounting Officer and Duly
 Authorized Officer)
     Signature

Title

Date/s/  John
    M. BallbachJohn
    M. Ballbach

Chairman, President and
    Chief Executive Officer

March 11, 2008/s/  Jack
    L. WyszomierskiJack
    L. Wyszomierski

Executive Vice President and
    Chief Financial Officer

March 11, 2008/s/  Gregory
    L. CowanGregory
    L. Cowan

Vice President and
    Corporate Controller

March 11, 2008   Directors:Nicholas W. Alexos

Thompson DeanRobert L. Barchi

Harry M. Jansen Kraemer, Jr.Edward A. Blechschmidt

Timothy P. SullivanRobert P. DeCresce

Robert J. ZollarsCarlos del Salto   
  /s/  George
    Van KulaGeorge
    Van Kula

Attorney-in-fact

March 11, 2008  153




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##### Table of Contents



Schedule II 
    Valuation of Qualifying Accounts



VWR
    FUNDING, INC.

For the
    Period June 30  December 31, 2007  ForeignBalance at



Currency

Deductions

Balance atBeginning

Charged

Translation

From

Endof Period

to Income

Adjustments

Reserves(1)

of Period(Dollars in millions)June 30, 2007  December 31, 2007Allowance for doubtful receivables

$
9.6


$
2.6


$
0.4


$
(0.6
)

$
12.0     (1)
    
    Bad debts charged off, less
    recoveries.  CDRV
    INVESTORS, INC.
  For the
    Period January 1  June 29, 2007 and Years Ended
    December 31, 2006 and 2005
  ForeignBalance at





Currency


Deductions


Balance atBeginning


Charged


Translation


From


Endof Period


to Income


Adjustments


Reserves(1)


of Period(Dollars in millions)January 1, 2007  June 29, 2007Allowance for doubtful receivables

$
9.8


$
1.0


$
0.2


$
(1.4
)

$
9.6Year ended December 31, 2006Allowance for doubtful receivables

$
6.6


$
6.0


$
0.4


$
(3.2
)

$
9.8Year ended December 31, 2005Allowance for doubtful receivables

$
6.0


$
3.2


$
(0.4
)

$
(2.2
)

$
6.6     (1)
    
    Bad debts charged off, less
    recoveries. 154