##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the Quarterly Period Ended June 30, 2009
  Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-124100
 VWR FUNDING, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    56-2445503(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1310 Goshen ParkwayP.O. Box 2656West Chester, PA
    
    19380(Address of principal executive offices)
    
    (Zip code)
 (610) 431-1700  (Registrants telephone number, including area code)
 o þ
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



VWR FUNDING, INC. AND SUBSIDIARIES
 FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2009
INDEX
 Page No.PART I. FINANCIAL INFORMATION:Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets  June 30, 2009 and December 31, 2008
    
    
    1Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2009 and 2008
    
    
    2Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)  Six Months Ended June 30, 2009
    
    
    3Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2009 and 2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    36Item 4. Controls and Procedures
    
    
    36PART II. OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders
    
    
    37Item 6. Exhibits
    
    
    37Signature
    
    
    38Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed
Consolidated Balance Sheets
 (Dollars in millions, except share data)
(Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    59.6
    
    
    $
    42.0Compensating cash balance
    
    
    117.0
    
    
    
    100.7Trade accounts receivable, less reserves of $11.0 and $10.1, respectively
    
    
    479.1
    
    
    
    472.2Other receivables
    
    
    21.3
    
    
    
    34.4Inventories
    
    
    272.3
    
    
    
    284.8Other current assets
    
    
    25.8
    
    
    
    29.8Total current assets
    
    
    975.1
    
    
    
    963.9Property and equipment, net
    
    
    188.9
    
    
    
    190.1Goodwill
    
    
    1,803.1
    
    
    
    1,784.7Other intangible assets, net
    
    
    1,992.3
    
    
    
    2,012.9Deferred income taxes
    
    
    13.7
    
    
    
    14.2Other assets
    
    
    114.8
    
    
    
    119.1Total assets
    
    $
    5,087.9
    
    
    $
    5,084.9Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    158.7
    
    
    $
    165.0Accounts payable
    
    
    362.0
    
    
    
    356.5Accrued expenses
    
    
    185.3
    
    
    
    189.8Total current liabilities
    
    
    706.0
    
    
    
    711.3Long-term debt and capital lease obligations
    
    
    2,667.8
    
    
    
    2,650.6Other long-term liabilities
    
    
    128.6
    
    
    
    121.5Deferred income taxes
    
    
    518.2
    
    
    
    546.7Total liabilities
    
    
    4,020.6
    
    
    
    4,030.1Redeemable equity units
    
    
    46.4
    
    
    
    46.4Commitments and contingences (Note 11)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,361.9
    
    
    
    1,360.4Accumulated deficit
    
    
    (399.2
    )
    
    
    (383.6
    )Accumulated other comprehensive income
    
    
    58.2
    
    
    
    31.6Total stockholders equity
    
    
    1,020.9
    
    
    
    1,008.4Total liabilities, redeemable equity units and stockholders equity
    
    $
    5,087.9
    
    
    $
    5,084.9
   1




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed
Consolidated Statements of Operations
 (Dollars in millions)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    876.0
    
    
    $
    965.5
    
    
    $
    1,717.2
    
    
    $
    1,888.1Cost of goods sold
    
    
    631.2
    
    
    
    693.8
    
    
    
    1,228.0
    
    
    
    1,355.3Gross profit
    
    
    244.8
    
    
    
    271.7
    
    
    
    489.2
    
    
    
    532.8Selling, general and administrative expenses
    
    
    200.8
    
    
    
    224.3
    
    
    
    402.8
    
    
    
    444.9Operating income
    
    
    44.0
    
    
    
    47.4
    
    
    
    86.4
    
    
    
    87.9Interest income
    
    
    0.5
    
    
    
    1.5
    
    
    
    1.3
    
    
    
    2.9Interest expense
    
    
    (50.9
    )
    
    
    (64.6
    )
    
    
    (114.0
    )
    
    
    (129.2
    )Other income (expense), net
    
    
    (46.0
    )
    
    
    1.8
    
    
    
    (9.4
    )
    
    
    (73.2
    )Loss before income taxes
    
    
    (52.4
    )
    
    
    (13.9
    )
    
    
    (35.7
    )
    
    
    (111.6
    )Income tax benefit
    
    
    25.6
    
    
    
    4.2
    
    
    
    20.1
    
    
    
    45.1Net loss
    
    $
    (26.8
    )
    
    $
    (9.7
    )
    
    $
    (15.6
    )
    
    $
    (66.5
    )
   2




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)
Six Months Ended June 30, 2009
(Dollars in millions, except share data)
 (Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    otherCommon stock
    
    
    paid-in
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    capital
    
    
    deficit
    
    
    income
    
    
    TotalBalance at January 1, 2009
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.4
    
    
    $
    (383.6
    )
    
    $
    31.6
    
    
    $
    1,008.4Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    0.6Share-based compensation expense associated
with our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.7Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (0.8
    )
    
    
    
    
    
    
    
    
    
    
    (0.8
    )Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15.6
    )
    
    
    
    
    
    
    (15.6
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26.6
    
    
    
    26.6Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.0Balance at June 30, 2009
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.9
    
    
    $
    (399.2
    )
    
    $
    58.2
    
    
    $
    1,020.9
   3




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed
Consolidated Statements of Cash Flows
 (Dollars in millions)
(Unaudited)
 Six Months EndedJune 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (15.6
    )
    
    $
    (66.5
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    57.4
    
    
    
    56.9Net unrealized translation loss
    
    
    10.8
    
    
    
    70.7Net unrealized loss on interest rate swaps
    
    
    2.3
    
    
    
    Non-cash payment-in-kind interest accretion
    
    
    4.0
    
    
    
    Non-cash equity compensation expense
    
    
    1.7
    
    
    
    1.9Amortization of debt issuance costs
    
    
    4.8
    
    
    
    4.8Deferred income tax benefit
    
    
    (32.6
    )
    
    
    (65.8
    )Other, net
    
    
    3.8
    
    
    
    1.4Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (0.2
    )
    
    
    (31.8
    )Inventories
    
    
    16.9
    
    
    
    2.8Other current and non-current assets
    
    
    11.4
    
    
    
    11.4Accounts payable
    
    
    5.6
    
    
    
    0.3Accrued expenses and other liabilities
    
    
    (3.3
    )
    
    
    (5.3
    )Net cash provided by (used in) operating activities
    
    
    67.0
    
    
    
    (19.2
    )Cash flows from investing activities:Acquisitions of businesses and other intangible assets
    
    
    (1.4
    )
    
    
    (31.4
    )Capital expenditures
    
    
    (11.2
    )
    
    
    (17.5
    )Proceeds from sales of property and equipment
    
    
    1.3
    
    
    
    8.4Net cash used in investing activities
    
    
    (11.3
    )
    
    
    (40.5
    )Cash flows from financing activities:Proceeds from debt
    
    
    189.4
    
    
    
    193.9Repayment of debt
    
    
    (222.5
    )
    
    
    (152.6
    )Net change in bank overdrafts
    
    
    12.1
    
    
    
    10.2Net change in compensating cash balance
    
    
    (16.3
    )
    
    
    (11.8
    )Proceeds from equity and stock incentive plans
    
    
    0.6
    
    
    
    1.3Repurchase of redeemable equity units
    
    
    (3.6
    )
    
    
    Debt issuance costs
    
    
    
    
    
    
    (1.2
    )Net cash (used in) provided by financing activities
    
    
    (40.3
    )
    
    
    39.8Effect of exchange rate changes on cash
    
    
    2.2
    
    
    
    1.4Net increase (decrease) in cash and cash equivalents
    
    
    17.6
    
    
    
    (18.5
    )Cash and cash equivalents beginning of period
    
    
    42.0
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    59.6
    
    
    $
    26.5Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    100.2
    
    
    $
    125.9Income taxes paid, net
    
    $
    12.6
    
    
    $
    12.6
   4




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
June 30, 2009
(Dollars in millions)
(Unaudited)
 (1) Background, Nature of Operations and Basis of Presentation
      5




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
   (2) New Accounting Standards
 (a) Recently Adopted Accounting Standards
 Fair Value Measurements
 Business Combinations
  6




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB No. 51 Consolidated
Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activities for Derivative Instruments and Hedging Activities
 Determination of the
Useful Life of Intangible Assets
 Interim Disclosures about Fair Value of Financial Instruments
  Subsequent Events
 (b) Recently Issued Accounting Standards
 Employers Disclosures about
Postretirement Benefit Plan Assets
  7




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Accounting for Transfers of Financial Assetsan
amendment of FASB Statement No. 140 Amendments to FASB
Interpretation No. 46(R)
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162
 (3) Financial Instruments
  (a) Recurring Fair Value Measures
  Quoted Prices
    
    
    Significant
    
    
    Significantin Active
    
    
    Other
    
    
    UnobservableJune 30,
    
    
    Markets
    
    
    Observable
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    Inputs (Level 2)
    
    
    (Level 3)AssetsForeign currency forward contracts
    
    $
    0.6
    
    
    $
    
    
    
    $
    0.6
    
    
    $
    LiabilitiesInterest rate swap arrangements
    
    $
    (52.2
    )
    
    $
    
    
    
    $
    (52.2
    )
    
    $
    
 QuotedPrices in
    
    
    Significant
    
    
    SignificantActive
    
    
    Other
    
    
    UnobservableDecember 31,
    
    
    Markets
    
    
    Observable
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    Inputs (Level 2)
    
    
    (Level 3)AssetsForeign currency forward contracts
    
    $
    5.1
    
    
    $
    
    
    
    $
    5.1
    
    
    $
    LiabilitiesInterest rate swap arrangements
    
    $
    (49.9
    )
    
    $
    
    
    
    $
    (49.9
    )
    
    $
    
  8




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 (b) Debt Instruments
  June 30,      2009
    
    
    December 31,  2008Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueSenior Secured Credit Facility
    
    $
    1,486.9
    
    
    $
    1,263.9
    
    
    $
    1,504.8
    
    
    $
    1,186.3Senior Notes
    
    
    675.0
    
    
    
    534.6
    
    
    
    675.0
    
    
    
    515.0Senior Subordinated Notes
    
    
    534.0
    
    
    
    406.9
    
    
    
    527.3
    
    
    
    377.6$
    2,695.9
    
    
    $
    2,205.4
    
    
    $
    2,707.1
    
    
    $
    2,078.9
  (c) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
   
    9




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
   
 Foreign Currency Forward Contracts
  
 Tabular Disclosures
  Asset Derivatives
    
    
    Liability DerivativesJune 30, 2009
    
    
    December 31, 2008
    
    
    June 30, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    
    ValueDerivatives designated as hedging instrumentsForeign currency forward
contracts
    
    Other current assets
    
    $
    1.3
    
    
    Other current assets
    
    $
    5.3
    
    
    Other current assets
    
    $
    (0.7
    )
    
    Other current assets
    
    $
    (0.2
    )Derivatives not designated as hedging
instrumentsInterest rate swap derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
    
    
    (52.2
    )
    
    Other long-term liabilities
    
    
    (49.9
    )Total derivatives
    
    
    
    
    
    $
    1.3
    
    
    
    
    
    
    $
    5.3
    
    
    
    
    
    
    $
    (52.9
    )
    
    
    
    
    
    $
    (50.1
    )
  10




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
  Three
Months Ended June 30, 2009
  Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    
    Reclassified fromComprehensive
    
    
    Comprehensive Income
    
    
    Other ComprehensiveDerivatives in cash flow hedging
    
    Income (Effective
    
    
    into Earnings (Effective
    
    
    Income into Earningsrelationships
    
    Portion)
    
    
    Portion)
    
    
    (Effective Portion)Interest rate swap derivatives
    
    $
    
    
    
    Interest expense
    
    
    $
    (1.0
    )Foreign currency forward
contracts
    
    
    
    
    
    Interest expense
    
    
    
    (0.3
    )Foreign currency forward
contracts
    
    
    (2.3
    )
    
    Cost of goods sold
    
    
    
    1.6Foreign currency forward
contracts
    
    
    
    
    
    Other income (expense)
    
    
    
    (0.9
    )Total
    
    $
    (2.3
    )
    
    
    
    
    
    $
    (0.6
    )
 Amount of Gain (Loss)Derivatives not designated as
    
    Location of Gain (Loss)
    
    Recognized inhedging instruments
    
    Recognized in Earnings
    
    EarningsInterest rate swap
derivatives
    
    Interest expense
    
    $
    4.7
 Six Months Ended June 30, 2009
 Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    
    Reclassified fromComprehensive
    
    
    Comprehensive Income
    
    
    Other ComprehensiveIncome (Effective
    
    
    into Earnings (Effective
    
    
    Income into EarningsDerivatives in cash flow hedging relationships
    
    Portion)
    
    
    Portion)
    
    
    (Effective Portion)Interest rate swap derivatives
    
    $
    
    
    
    Interest expense
    
    $
    (2.1
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.6
    )Foreign currency forward contracts
    
    
    (2.4
    )
    
    Cost of goods sold
    
    
    1.6Foreign currency forward contracts
    
    
    
    
    
    Other income (expense)
    
    
    0.5Total
    
    $
    (2.4
    )
    
    
    
    
    
    $
    (0.6
    )
 Amount of Gain (Loss)Location of Gain (Loss)
    
    
    Recognized inDerivatives not designated as hedging instruments
    
    Recognized in Earnings
    
    
    EarningsInterest rate swap derivatives
    
    Interest expense
    
    $
    (2.3
    )
  11




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
  (4) Goodwill and Other Intangible Assets
   North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2009
    
    $
    915.7
    
    
    $
    832.5
    
    
    $
    36.5
    
    
    $
    1,784.7Acquisition adjustments
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    1.1Currency translation changes
    
    
    3.5
    
    
    
    13.8
    
    
    
    
    
    
    
    17.3Balance at June 30, 2009
    
    $
    919.2
    
    
    $
    847.4
    
    
    $
    36.5
    
    
    $
    1,803.1
  WeightedAverageAmortization
    
    
    June 30,
    
    
    December 31,Period (Years)
    
    
    2009
    
    
    2008Amortizable intangible assets:Customer relationships in North American Lab (net of
accumulated amortization of $74.4 and $55.5)
    
    
    20.0
    
    
    $
    670.3
    
    
    $
    685.4Customer relationships in European Lab (net of
accumulated amortization of $49.5 and $36.3)
    
    
    19.8
    
    
    
    442.7
    
    
    
    446.4Customer relationships in Science Education (net of
accumulated amortization of $13.1 and $9.8)
    
    
    20.0
    
    
    
    117.9
    
    
    
    121.2Chemical supply agreement (net of accumulated
amortization of $16.2 and $11.9)
    
    
    7.0
    
    
    
    40.3
    
    
    
    43.7Other (net of accumulated amortization of $5.9 and $5.0)
    
    
    5.6
    
    
    
    12.0
    
    
    
    13.2Total amortizable intangible assets (net of accumulated
amortization of $159.1 and $118.5)
    
    
    19.4
    
    
    
    1,283.2
    
    
    
    1,309.9Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    
    
    
    
    709.1
    
    
    
    703.0Total intangible assets, net
    
    
    
    
    
    $
    1,992.3
    
    
    $
    2,012.9
  12




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Amortization expense
    
    $
    19.8
    
    
    $
    21.4
    
    
    $
    39.3
    
    
    $
    41.7
 (5) Debt
  June 30,
    
    
    December 31,2009
    
    
    2008Senior Secured Credit Facility
    
    $
    1,486.9
    
    
    $
    1,504.810.25%/11.25% Unsecured Senior Notes due 2015
    
    
    675.0
    
    
    
    675.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    534.0
    
    
    
    527.3Compensating cash balance
    
    
    117.0
    
    
    
    100.7Capital leases
    
    
    10.6
    
    
    
    5.6Other debt
    
    
    3.0
    
    
    
    2.2Total debt
    
    
    2,826.5
    
    
    
    2,815.6Less short-term portion
    
    
    (158.7
    )
    
    
    (165.0
    )Total long term-portion
    
    $
    2,667.8
    
    
    $
    2,650.6
 (a) Senior Secured Credit Facility
 
    13




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 (b) Senior Notes and Senior Subordinated Notes
   
 (c) Covenant Compliance
    (d) Compensating Cash Balance
   14




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 (e) Other
  (6) Other Income (Expense), net
   (7) Defined Benefit Plans
  Three Months Ended June 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    0.4
    
    
    $
    0.9
    
    
    $
    0.5
    
    
    $
    0.8Interest cost
    
    
    2.2
    
    
    
    2.2
    
    
    
    1.3
    
    
    
    1.5Expected return on plan assets
    
    
    (2.8
    )
    
    
    (2.1
    )
    
    
    (0.8
    )
    
    
    (1.2
    )Recognized net actuarial gain
    
    
    (1.0
    )
    
    
    
    
    
    
    
    
    
    
    Net periodic pension (income) cost
    
    $
    (1.2
    )
    
    $
    1.0
    
    
    $
    1.0
    
    
    $
    1.1
 Six Months Ended June 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    0.4
    
    
    $
    1.2
    
    
    $
    0.9
    
    
    $
    1.6Interest cost
    
    
    4.5
    
    
    
    4.4
    
    
    
    2.5
    
    
    
    2.9Expected return on plan assets
    
    
    (5.6
    )
    
    
    (4.1
    )
    
    
    (1.4
    )
    
    
    (2.4
    )Recognized net actuarial gain
    
    
    (2.0
    )
    
    
    
    
    
    
    
    
    
    
    Net periodic pension (income) cost
    
    $
    (2.7
    )
    
    $
    1.5
    
    
    $
    2.0
    
    
    $
    2.1
  15




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
    (8) Share-Based Compensation
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Share-based compensation expense
    
    $
    0.8
    
    
    $
    0.8
    
    
    $
    1.7
    
    
    $
    1.9
 (9)
    
    Income Taxes (a) Effective Tax Rate
     16




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 (b) Uncertain Tax Positions
   (10) Comprehensive Income (Loss)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (26.8
    )
    
    $
    (9.7
    )
    
    
    (15.6
    )
    
    $
    (66.5
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    92.7
    
    
    
    (4.8
    )
    
    
    29.3
    
    
    
    107.3Unrealized (loss) gain on derivatives, net of taxes(1)
    
    
    (2.1
    )
    
    
    15.7
    
    
    
    (3.1
    )
    
    
    6.6Amortization of realized losses on derivatives, net of taxes
(2)
    
    
    0.8
    
    
    
    0.3
    
    
    
    1.6
    
    
    
    0.5Amortization of net actuarial gain, net of taxes (3)
    
    
    (0.6
    )
    
    
    
    
    
    
    (1.2
    )
    
    
    $
    64.0
    
    
    $
    1.5
    
    
    $
    11.0
    
    
    $
    47.9
 
 (1)
    
    Unrealized gain (loss) on derivatives is net of taxes of $0.9 and $(10.4) for
the three months ended June 30, 2009 and 2008, respectively, and net of taxes of $1.4
and $(5.0) for the six months ended June 30, 2009 and 2008, respectively.(2)
    
    Amortization of realized losses on derivatives is net of taxes of $(0.5) and
$(0.1) for the three months ended June 30, 2009 and 2008, respectively, and net of
taxes of $(1.1) and $(0.3) for the six months ended June 30, 2009 and 2008,
respectively.(3)
    
    Amortization of net actual gain is net of taxes of $0.4 and $0.8 for the
three and six months ended June 30, 2009, respectively.  17




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 (11) Commitments and Contingencies
      18




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 (12) Segment Financial Information
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net salesNorth American Lab
    
    $
    514.2
    
    
    $
    530.6
    
    
    $
    1,003.7
    
    
    $
    1,054.0European Lab
    
    
    332.5
    
    
    
    397.4
    
    
    
    657.3
    
    
    
    770.1Science Education
    
    
    29.3
    
    
    
    37.5
    
    
    
    56.2
    
    
    
    64.0Total
    
    $
    876.0
    
    
    $
    965.5
    
    
    $
    1,717.2
    
    
    $
    1,888.1
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Operating income (loss)North American Lab
    
    $
    28.3
    
    
    $
    24.8
    
    
    $
    53.7
    
    
    $
    50.1European Lab
    
    
    16.5
    
    
    
    21.6
    
    
    
    35.8
    
    
    
    39.9Science Education
    
    
    (0.8
    )
    
    
    1.0
    
    
    
    (3.1
    )
    
    
    (2.1
    )Total
    
    
    44.0
    
    
    
    47.4
    
    
    
    86.4
    
    
    
    87.9Interest income
    
    
    0.5
    
    
    
    1.5
    
    
    
    1.3
    
    
    
    2.9Interest expense
    
    
    (50.9
    )
    
    
    (64.6
    )
    
    
    (114.0
    )
    
    
    (129.2
    )Other income (expense), net
    
    
    (46.0
    )
    
    
    1.8
    
    
    
    (9.4
    )
    
    
    (73.2
    )Loss before income taxes
    
    $
    (52.4
    )
    
    $
    (13.9
    )
    
    $
    (35.7
    )
    
    $
    (111.6
    )
 (13) Condensed Consolidating Financial Information
    19




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
June 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    0.6
    
    
    $
    14.3
    
    
    $
    44.7
    
    
    $
    
    
    
    $
    59.6Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    117.0
    
    
    
    
    
    
    
    117.0Trade accounts receivable, net
    
    
    
    
    
    
    199.0
    
    
    
    280.1
    
    
    
    
    
    
    
    479.1Inventories
    
    
    
    
    
    
    140.7
    
    
    
    131.6
    
    
    
    
    
    
    
    272.3Other current assets
    
    
    
    
    
    
    10.0
    
    
    
    37.1
    
    
    
    
    
    
    
    47.1Intercompany receivables
    
    
    12.0
    
    
    
    2.9
    
    
    
    
    
    
    
    (14.9
    )
    
    
    Total current assets
    
    
    12.6
    
    
    
    366.9
    
    
    
    610.5
    
    
    
    (14.9
    )
    
    
    975.1Property and equipment, net
    
    
    
    
    
    
    76.9
    
    
    
    112.0
    
    
    
    
    
    
    
    188.9Goodwill
    
    
    
    
    
    
    900.2
    
    
    
    902.9
    
    
    
    
    
    
    
    1,803.1Other intangible assets, net
    
    
    
    
    
    
    1,146.5
    
    
    
    845.8
    
    
    
    
    
    
    
    1,992.3Deferred income taxes
    
    
    188.0
    
    
    
    
    
    
    
    13.7
    
    
    
    (188.0
    )
    
    
    13.7Investment in subsidiaries
    
    
    2,699.9
    
    
    
    1,683.5
    
    
    
    
    
    
    
    (4,383.4
    )
    
    
    Other assets
    
    
    45.8
    
    
    
    65.0
    
    
    
    4.0
    
    
    
    
    
    
    
    114.8Intercompany loans
    
    
    1,042.9
    
    
    
    181.1
    
    
    
    6.6
    
    
    
    (1,230.6
    )
    
    
    Total assets
    
    $
    3,989.2
    
    
    $
    4,420.1
    
    
    $
    2,495.5
    
    
    $
    (5,816.9
    )
    
    $
    5,087.9LIABILITIES, REDEEMABLE EQUITY
UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    38.5
    
    
    $
    0.4
    
    
    $
    119.8
    
    
    $
    
    
    
    $
    158.7Accounts payable
    
    
    
    
    
    
    188.8
    
    
    
    173.2
    
    
    
    
    
    
    
    362.0Accrued expenses
    
    
    33.0
    
    
    
    54.9
    
    
    
    97.4
    
    
    
    
    
    
    
    185.3Intercompany payables
    
    
    0.3
    
    
    
    
    
    
    
    14.6
    
    
    
    (14.9
    )
    
    
    Total current liabilities
    
    
    71.8
    
    
    
    244.1
    
    
    
    405.0
    
    
    
    (14.9
    )
    
    
    706.0Long-term debt and capital lease
obligations
    
    
    2,657.4
    
    
    
    1.7
    
    
    
    8.7
    
    
    
    
    
    
    
    2,667.8Other long-term liabilities
    
    
    52.7
    
    
    
    17.6
    
    
    
    58.3
    
    
    
    
    
    
    
    128.6Deferred income taxes
    
    
    
    
    
    
    434.9
    
    
    
    271.3
    
    
    
    (188.0
    )
    
    
    518.2Intercompany loans
    
    
    140.0
    
    
    
    1,022.7
    
    
    
    67.9
    
    
    
    (1,230.6
    )
    
    
    Total liabilities
    
    
    2,921.9
    
    
    
    1,721.0
    
    
    
    811.2
    
    
    
    (1,433.5
    )
    
    
    4,020.6Redeemable equity units
    
    
    46.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4Total stockholders equity
    
    
    1,020.9
    
    
    
    2,699.1
    
    
    
    1,684.3
    
    
    
    (4,383.4
    )
    
    
    1,020.9Total liabilities, redeemable equity units
and stockholders equity
    
    $
    3,989.2
    
    
    $
    4,420.1
    
    
    $
    2,495.5
    
    
    $
    (5,816.9
    )
    
    $
    5,087.9
  20




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Balance Sheet  December 31, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    3.1
    
    
    $
    8.6
    
    
    $
    30.3
    
    
    $
    
    
    
    $
    42.0Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    100.7
    
    
    
    
    
    
    
    100.7Trade accounts receivable, net
    
    
    
    
    
    
    196.5
    
    
    
    275.7
    
    
    
    
    
    
    
    472.2Inventories
    
    
    
    
    
    
    153.3
    
    
    
    131.5
    
    
    
    
    
    
    
    284.8Other current assets
    
    
    
    
    
    
    15.0
    
    
    
    49.2
    
    
    
    
    
    
    
    64.2Intercompany receivables
    
    
    11.2
    
    
    
    5.5
    
    
    
    
    
    
    
    (16.7
    )
    
    
    Total current assets
    
    
    14.3
    
    
    
    378.9
    
    
    
    587.4
    
    
    
    (16.7
    )
    
    
    963.9Property and equipment, net
    
    
    
    
    
    
    83.1
    
    
    
    107.0
    
    
    
    
    
    
    
    190.1Goodwill
    
    
    
    
    
    
    900.2
    
    
    
    884.5
    
    
    
    
    
    
    
    1,784.7Other intangible assets, net
    
    
    
    
    
    
    1,167.9
    
    
    
    845.0
    
    
    
    
    
    
    
    2,012.9Deferred income taxes
    
    
    150.4
    
    
    
    
    
    
    
    14.2
    
    
    
    (150.4
    )
    
    
    14.2Investment in subsidiaries
    
    
    2,630.4
    
    
    
    1,690.4
    
    
    
    
    
    
    
    (4,320.8
    )
    
    
    Other assets
    
    
    49.7
    
    
    
    64.2
    
    
    
    5.2
    
    
    
    
    
    
    
    119.1Intercompany loans
    
    
    1,004.9
    
    
    
    108.0
    
    
    
    51.0
    
    
    
    (1,163.9
    )
    
    
    Total assets
    
    $
    3,849.7
    
    
    $
    4,392.7
    
    
    $
    2,494.3
    
    
    $
    (5,651.8
    )
    
    $
    5,084.9LIABILITIES, REDEEMABLE EQUITY UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    61.9
    
    
    $
    0.4
    
    
    $
    102.7
    
    
    $
    
    
    
    $
    165.0Accounts payable
    
    
    
    
    
    
    166.8
    
    
    
    189.7
    
    
    
    
    
    
    
    356.5Accrued expenses
    
    
    36.6
    
    
    
    62.5
    
    
    
    90.7
    
    
    
    
    
    
    
    189.8Intercompany payables
    
    
    1.0
    
    
    
    
    
    
    
    15.7
    
    
    
    (16.7
    )
    
    
    Total current liabilities
    
    
    99.5
    
    
    
    229.7
    
    
    
    398.8
    
    
    
    (16.7
    )
    
    
    711.3Long-term debt and capital lease
obligations
    
    
    2,645.2
    
    
    
    1.9
    
    
    
    3.5
    
    
    
    
    
    
    
    2,650.6Other long-term liabilities
    
    
    50.2
    
    
    
    15.7
    
    
    
    55.6
    
    
    
    
    
    
    
    121.5Deferred income taxes
    
    
    
    
    
    
    426.9
    
    
    
    270.2
    
    
    
    (150.4
    )
    
    
    546.7Intercompany loans
    
    
    
    
    
    
    1,088.9
    
    
    
    75.0
    
    
    
    (1,163.9
    )
    
    
    Total liabilities
    
    
    2,794.9
    
    
    
    1,763.1
    
    
    
    803.1
    
    
    
    (1,331.0
    )
    
    
    4,030.1Redeemable equity units
    
    
    46.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4Total stockholders equity
    
    
    1,008.4
    
    
    
    2,629.6
    
    
    
    1,691.2
    
    
    
    (4,320.8
    )
    
    
    1,008.4Total liabilities, redeemable equity units
and stockholders equity
    
    $
    3,849.7
    
    
    $
    4,392.7
    
    
    $
    2,494.3
    
    
    $
    (5,651.8
    )
    
    $
    5,084.9
  21




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Statement of Operations  Three Months Ended June 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    477.3
    
    
    $
    402.2
    
    
    $
    (3.5
    )
    
    $
    876.0Cost of goods sold
    
    
    
    
    
    
    359.8
    
    
    
    274.9
    
    
    
    (3.5
    )
    
    
    631.2Gross profit
    
    
    
    
    
    
    117.5
    
    
    
    127.3
    
    
    
    
    
    
    
    244.8Selling, general and administrative expenses
    
    
    0.8
    
    
    
    93.0
    
    
    
    114.3
    
    
    
    (7.3
    )
    
    
    200.8Operating (loss) income
    
    
    (0.8
    )
    
    
    24.5
    
    
    
    13.0
    
    
    
    7.3
    
    
    
    44.0Interest expense, net of interest income
    
    
    (38.5
    )
    
    
    (10.9
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (50.4
    )Other income (expense), net
    
    
    (50.2
    )
    
    
    0.2
    
    
    
    11.3
    
    
    
    (7.3
    )
    
    
    (46.0
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (89.5
    )
    
    
    13.8
    
    
    
    23.3
    
    
    
    
    
    
    
    (52.4
    )Income tax benefit (provision)
    
    
    36.2
    
    
    
    (5.7
    )
    
    
    (4.9
    )
    
    
    
    
    
    
    25.6Equity in earnings of subsidiaries, net of tax
    
    
    26.5
    
    
    
    18.4
    
    
    
    
    
    
    
    (44.9
    )
    
    
    Net (loss) income
    
    $
    (26.8
    )
    
    $
    26.5
    
    
    $
    18.4
    
    
    $
    (44.9
    )
    
    $
    (26.8
    )
 Condensed Consolidating Statement of Operations  Three Months Ended June 30, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    495.2
    
    
    $
    474.4
    
    
    $
    (4.1
    )
    
    $
    965.5Cost of goods sold
    
    
    
    
    
    
    370.0
    
    
    
    327.9
    
    
    
    (4.1
    )
    
    
    693.8Gross profit
    
    
    
    
    
    
    125.2
    
    
    
    146.5
    
    
    
    
    
    
    
    271.7Selling, general and administrative expenses
    
    
    0.7
    
    
    
    102.6
    
    
    
    126.3
    
    
    
    (5.3
    )
    
    
    224.3Operating (loss) income
    
    
    (0.7
    )
    
    
    22.6
    
    
    
    20.2
    
    
    
    5.3
    
    
    
    47.4Interest expense, net of interest income
    
    
    (46.6
    )
    
    
    (15.2
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    (63.1
    )Other income (expense), net
    
    
    3.5
    
    
    
    5.9
    
    
    
    (2.3
    )
    
    
    (5.3
    )
    
    
    1.8(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (43.8
    )
    
    
    13.3
    
    
    
    16.6
    
    
    
    
    
    
    
    (13.9
    )Income tax benefit (provision)
    
    
    16.3
    
    
    
    (5.8
    )
    
    
    (6.3
    )
    
    
    
    
    
    
    4.2Equity in earnings of subsidiaries, net of tax
    
    
    17.8
    
    
    
    10.3
    
    
    
    
    
    
    
    (28.1
    )
    
    
    Net (loss) income
    
    $
    (9.7
    )
    
    $
    17.8
    
    
    $
    10.3
    
    
    $
    (28.1
    )
    
    $
    (9.7
    )
  22




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Statement of Operations  Six Months Ended June 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    929.3
    
    
    $
    794.6
    
    
    $
    (6.7
    )
    
    $
    1,717.2Cost of goods sold
    
    
    
    
    
    
    694.6
    
    
    
    540.1
    
    
    
    (6.7
    )
    
    
    1,228.0Gross profit
    
    
    
    
    
    
    234.7
    
    
    
    254.5
    
    
    
    
    
    
    
    489.2Selling, general and administrative expenses
    
    
    1.6
    
    
    
    191.3
    
    
    
    222.1
    
    
    
    (12.2
    )
    
    
    402.8Operating (loss) income
    
    
    (1.6
    )
    
    
    43.4
    
    
    
    32.4
    
    
    
    12.2
    
    
    
    86.4Interest expense, net of interest income
    
    
    (88.2
    )
    
    
    (22.5
    )
    
    
    (2.0
    )
    
    
    
    
    
    
    (112.7
    )Other income (expense), net
    
    
    (12.9
    )
    
    
    10.7
    
    
    
    5.0
    
    
    
    (12.2
    )
    
    
    (9.4
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (102.7
    )
    
    
    31.6
    
    
    
    35.4
    
    
    
    
    
    
    
    (35.7
    )Income tax benefit (provision)
    
    
    42.5
    
    
    
    (12.9
    )
    
    
    (9.5
    )
    
    
    
    
    
    
    20.1Equity in earnings of subsidiaries, net of tax
    
    
    44.6
    
    
    
    25.9
    
    
    
    
    
    
    
    (70.5
    )
    
    
    Net (loss) income
    
    $
    (15.6
    )
    
    $
    44.6
    
    
    $
    25.9
    
    
    $
    (70.5
    )
    
    $
    (15.6
    )
 Condensed Consolidating Statement of Operations  Six Months Ended June 30, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    974.7
    
    
    $
    927.0
    
    
    $
    (13.6
    )
    
    $
    1,888.1Cost of goods sold
    
    
    
    
    
    
    728.3
    
    
    
    640.6
    
    
    
    (13.6
    )
    
    
    1,355.3Gross profit
    
    
    
    
    
    
    246.4
    
    
    
    286.4
    
    
    
    
    
    
    
    532.8Selling, general and administrative expenses
    
    
    1.5
    
    
    
    207.4
    
    
    
    246.1
    
    
    
    (10.1
    )
    
    
    444.9Operating (loss) income
    
    
    (1.5
    )
    
    
    39.0
    
    
    
    40.3
    
    
    
    10.1
    
    
    
    87.9Interest expense, net of interest income
    
    
    (89.4
    )
    
    
    (34.5
    )
    
    
    (2.4
    )
    
    
    
    
    
    
    (126.3
    )Other income (expense), net
    
    
    (72.0
    )
    
    
    (2.3
    )
    
    
    11.2
    
    
    
    (10.1
    )
    
    
    (73.2
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (162.9
    )
    
    
    2.2
    
    
    
    49.1
    
    
    
    
    
    
    
    (111.6
    )Income tax benefit (provision)
    
    
    62.5
    
    
    
    (1.0
    )
    
    
    (16.4
    )
    
    
    
    
    
    
    45.1Equity in earnings of subsidiaries, net of tax
    
    
    33.9
    
    
    
    32.7
    
    
    
    
    
    
    
    (66.6
    )
    
    
    Net (loss) income
    
    $
    (66.5
    )
    
    $
    33.9
    
    
    $
    32.7
    
    
    $
    (66.6
    )
    
    $
    (66.5
    )
  23




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (76.2
    )
    
    $
    102.8
    
    
    $
    40.4
    
    
    $
    
    
    
    $
    67.0Cash flows from investing activities:Intercompany investing transactions
    
    
    110.2
    
    
    
    23.4
    
    
    
    
    
    
    
    (133.6
    )
    
    
    Capital expenditures
    
    
    
    
    
    
    (5.4
    )
    
    
    (5.8
    )
    
    
    
    
    
    
    (11.2
    )Other investing activities, net
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Net cash provided by (used in)
investing activities
    
    
    110.2
    
    
    
    18.0
    
    
    
    (5.9
    )
    
    
    (133.6
    )
    
    
    (11.3
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (110.2
    )
    
    
    (23.4
    )
    
    
    133.6
    
    
    
    Proceeds from debt
    
    
    188.5
    
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    189.4Repayment of debt
    
    
    (222.0
    )
    
    
    (0.2
    )
    
    
    (0.3
    )
    
    
    
    
    
    
    (222.5
    )Other financing activities, net
    
    
    (3.0
    )
    
    
    (4.7
    )
    
    
    0.5
    
    
    
    
    
    
    
    (7.2
    )Net cash used in financing activities
    
    
    (36.5
    )
    
    
    (115.1
    )
    
    
    (22.3
    )
    
    
    133.6
    
    
    
    (40.3
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    2.2
    
    
    
    
    
    
    
    2.2Net (decrease) increase in cash and
cash equivalents
    
    
    (2.5
    )
    
    
    5.7
    
    
    
    14.4
    
    
    
    
    
    
    
    17.6Cash and cash equivalents beginning of period
    
    
    3.1
    
    
    
    8.6
    
    
    
    30.3
    
    
    
    
    
    
    
    42.0Cash and cash equivalents end of period
    
    $
    0.6
    
    
    $
    14.3
    
    
    $
    44.7
    
    
    $
    
    
    
    $
    59.6
  24




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (Continued)
June 30, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (90.6
    )
    
    $
    55.8
    
    
    $
    15.6
    
    
    $
    
    
    
    $
    (19.2
    )Cash flows from investing activities:Intercompany investing transactions
    
    
    48.4
    
    
    
    (24.0
    )
    
    
    
    
    
    
    (24.4
    )
    
    
    Acquisitions of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (31.4
    )
    
    
    
    
    
    
    (31.4
    )Capital expenditures
    
    
    
    
    
    
    (10.9
    )
    
    
    (6.6
    )
    
    
    
    
    
    
    (17.5
    )Other investing activities, net
    
    
    
    
    
    
    0.3
    
    
    
    8.1
    
    
    
    
    
    
    
    8.4Net cash provided by (used in) investing activities
    
    
    48.4
    
    
    
    (34.6
    )
    
    
    (29.9
    )
    
    
    (24.4
    )
    
    
    (40.5
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (48.4
    )
    
    
    24.0
    
    
    
    24.4
    
    
    
    Proceeds from debt
    
    
    193.3
    
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    193.9Repayment of debt
    
    
    (151.9
    )
    
    
    
    
    
    
    (0.7
    )
    
    
    
    
    
    
    (152.6
    )Other financing activities, net
    
    
    0.1
    
    
    
    14.2
    
    
    
    (15.8
    )
    
    
    
    
    
    
    (1.5
    )Net cash provided by (used in) financing activities
    
    
    41.5
    
    
    
    (34.2
    )
    
    
    8.1
    
    
    
    24.4
    
    
    
    39.8Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    1.4Net decrease in cash and cash
equivalents
    
    
    (0.7
    )
    
    
    (13.0
    )
    
    
    (4.8
    )
    
    
    
    
    
    
    (18.5
    )Cash and cash equivalents beginning of period
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    0.4
    
    
    $
    3.1
    
    
    $
    23.0
    
    
    $
    
    
    
    $
    26.5
  25




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##### Table of Contents



Item 2   Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward-Looking Statements
 Cautionary Factors Regarding Forward-Looking Statements
   
    
    actions by, and our ability to maintain existing business relationships and practices
with, suppliers, customers, carriers and other third parties;
    
    loss of our key executive officers;
    
    our ability to consummate and integrate potential acquisitions;
    
    the effect of political, economic and credit and financial market conditions,
inflation and interest rates worldwide;
    
    the effect of changes in laws and regulations, including changes in accounting
standards, trade, tax, price controls and other regulatory matters;
    
    increased competition from other companies in our industry and our ability to retain
or increase our market shares in the principal geographical areas in which we operate;
    
    foreign currency exchange rate fluctuations; and
    
    our ability to generate sufficient funds to meet our debt obligations, capital
expenditure program requirements, ongoing operating costs, acquisition financing and
working capital needs.
    26




---



##### Table of Contents



Overview
  
    
    As a result of using the purchase method of accounting to account for the
Merger, our assets and liabilities were adjusted to their respective fair values. A
significant portion of the purchase price was allocated to goodwill and amortizable and
indefinite-lived intangible assets. Accordingly, non-cash charges for depreciation and
amortization have increased subsequent to the Merger.
 In addition, our results of operations in the fourth quarter of 2008 were materially
impacted due to the recognition of a non-cash impairment charge of $392.1 million,
relating to our goodwill and indefinite-lived intangible assets. The impairment charges
were recognized at each of the Companys segments ($202.1 million in North American Lab,
$88.0 million in European Lab and $102.0 million in Science Education). We believe that
the impairment charges recognized in our North American Lab and European Lab segments
were primarily a result of macroeconomic factors, while the charges recognized in our
Science Education segment were due to a mix of macroeconomic and industry-specific
factors. During the six months ended June 30, 2009, no new indicators of impairment
developed Should indication of an impairment develop, such as a material decline in the
future profitability of our reporting units, an increase in discount rates or a decline
in market multiples, additional non-cash impairment charges may be required.
 
    
    Immediately after the Merger, we had approximately $2.7 billion of outstanding
indebtedness, compared to approximately $1.7 billion prior to the Merger. Accordingly,
we are a highly leveraged company and related interest expense has increased. This
increase in our debt obligations, together with the restrictions placed on us in the
documents governing our debt instruments, may limit our flexibility in planning for, or
reacting to, changes in our business and future business opportunities and may make us
more vulnerable to a downturn in our business, industry or the economy in general.Further, as a result of the change in our capital structure related to the Merger, we
have a significant amount of foreign-denominated debt on our U.S. dollar-denominated
balance sheet. The translation of foreign-denominated debt obligations that are recorded
on our U.S. dollar-denominated balance sheet is recorded in other
income (expense), net as a foreign currency exchange gain or loss each period. As a result, this exposes our operating results to
risk based on fluctuations in foreign currency exchange rates, principally with respect
to the Euro.
    27




---



##### Table of Contents




    
    a reduction in spending by customers across virtually all industry segments we serve
in our laboratory businesses due, in part, to a further and/or prolonged deterioration in
economic conditions and liquidity pressures;
    
    rising product prices from our suppliers; and
    
    the acceleration of payment terms to our suppliers and/or the imposition of more
restrictive credit terms and other contractual requirements.
    Factors Affecting Our Operating Results
 Foreign Currency
   28




---



##### Table of Contents



Acquisitions
  Product / Service
    
    
    
    BusinessAcquisition Date
    
    Entity Name
    
    Offering
    
    Location
    
    SegmentOctober 1, 2008
    
    Omnilab AG (Omnilab AG)
    
    Laboratory supply
    
    Switzerland
    
    European LabAugust 1, 2008
    
    Spektrum-3D Kft (Spektrum)
    
    Laboratory supply
    
    Hungary
    
    European LabApril 1, 2008
    
    Jencons (Scientific) Limited (Jencons)
    
    Laboratory supply
    
    United Kingdom
    
    European Lab
  Results of Operations
 Net Sales
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Change
    
    
    
    
    
    
    
    
    
    
    Change2009
    
    
    2008
    
    
    Amount
    
    
    %
    
    
    2009
    
    
    2008
    
    
    Amount
    
    
    %North American Lab
    
    $
    514.2
    
    
    $
    530.6
    
    
    $
    (16.4
    )
    
    
    (3.1
    )%
    
    $
    1,003.7
    
    
    $
    1,054.0
    
    
    $
    (50.3
    )
    
    
    (4.8
    )%European Lab
    
    
    332.5
    
    
    
    397.4
    
    
    
    (64.9
    )
    
    
    (16.3
    )%
    
    
    657.3
    
    
    
    770.1
    
    
    
    (112.8
    )
    
    
    (14.6
    )%Science Education
    
    
    29.3
    
    
    
    37.5
    
    
    
    (8.2
    )
    
    
    (21.9
    )%
    
    
    56.2
    
    
    
    64.0
    
    
    
    (7.8
    )
    
    
    (12.2
    )%Total
    
    $
    876.0
    
    
    $
    965.5
    
    
    $
    (89.5
    )
    
    
    (9.3
    )%
    
    $
    1,717.2
    
    
    $
    1,888.1
    
    
    $
    (170.9
    )
    
    
    (9.1
    )%
    29




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##### Table of Contents



Gross Profit
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gross profit
    
    $
    244.8
    
    
    $
    271.7
    
    
    $
    489.2
    
    
    $
    532.8Percentage of net
sales (gross
margin)
    
    
    27.9
    %
    
    
    28.1
    %
    
    
    28.5
    %
    
    
    28.2
    %
   Selling, General, and Administrative Expenses
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Selling, general and
administrative
expenses
    
    $
    200.8
    
    
    $
    224.3
    
    
    $
    402.8
    
    
    $
    444.9Percentage of net sales
    
    
    22.9
    %
    
    
    23.2
    %
    
    
    23.5
    %
    
    
    23.6
    %
  30




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##### Table of Contents



Operating Income (Loss)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of2009
    
    
    Net Sales
    
    
    2008
    
    
    Net Sales
    
    
    2009
    
    
    Net Sales
    
    
    2008
    
    
    Net SalesOperating income
(loss):North American Lab
    
    $
    28.3
    
    
    
    5.5
    %
    
    $
    24.8
    
    
    
    4.7
    %
    
    $
    53.7
    
    
    
    5.4
    %
    
    $
    50.1
    
    
    
    4.8
    %European Lab
    
    
    16.5
    
    
    
    5.0
    %
    
    
    21.6
    
    
    
    5.4
    %
    
    
    35.8
    
    
    
    5.4
    %
    
    
    39.9
    
    
    
    5.2
    %Science Education
    
    
    (0.8
    )
    
    
    (2.7
    )%
    
    
    1.0
    
    
    
    2.7
    %
    
    
    (3.1
    )
    
    
    (5.5
    )%
    
    
    (2.1
    )
    
    
    (3.3
    )%Total
    
    $
    44.0
    
    
    
    5.0
    %
    
    $
    47.4
    
    
    
    4.9
    %
    
    $
    86.4
    
    
    
    5.0
    %
    
    $
    87.9
    
    
    
    4.7
    %
    31




---



##### Table of Contents



Interest Expense, Net of Interest Income
   Other Income (Expense), Net
  Income Taxes
     32




---



##### Table of Contents



Liquidity and Capital Resources
     
    33




---



##### Table of Contents



Historical Cash Flows
  Six Months Ended June 30,2009
    
    
    2008Cash flow from operations, excluding working capital
    
    $
    36.6
    
    
    $
    3.4Cash flow from working capital changes, net
    
    
    30.4
    
    
    
    (22.6
    )Cash flow from operations
    
    $
    67.0
    
    
    $
    (19.2
    )
     34




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##### Table of Contents



Contractual Obligations
  Commitments and Contingencies
  Off-Balance Sheet Arrangements
  Critical Accounting Policies
    New Accounting Standards
   35




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##### Table of Contents



Item 3   Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4   Controls and Procedures
     36




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1   Legal Proceedings
  
 Item 1A   Risk Factors
  
 Item 4   Submission of Matters to a Vote of Security Holders
 Re-election of Directors
  
 Item 6   Exhibits
 ExhibitNumber
    
    Description of Documents
    
    Method of Filing31.1
    
    
    Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    
    Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    
    Certification of Principal Executive Officer pursuant to
18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.32.2
    
    
    Certification of Principal Financial Officer pursuant to
18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.
  37




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##### Table of Contents



SIGNATURE
  VWR FUNDING, INC.By:

/s/
Gregory L. CowanName:
    Gregory L. CowanTitle:
    Senior Vice President and Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)   38




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Documents
    
    Method of Filing31.1
    
    
    Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    
    Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C.
1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
    
    Furnished herewith.32.2
    
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002).
    
    Furnished herewith.
  39