##### 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, 2010
 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 of Incorporation)
    
    (I.R.S. Employer Identification No.)
 1310 Goshen Parkway
P.O. Box 2656
West Chester, PA 19380  (Address of Principal Executive Offices)
 (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
 o þ




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##### 



VWR FUNDING, INC. AND SUBSIDIARIES
 FORM 10-Q
 FOR THE QUARTER ENDED JUNE 30, 2010
 INDEX
 Page No.PART I. FINANCIAL INFORMATION:Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets  June 30, 2010 and December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2010 and 2009
    
    
    2Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)  Six
Months Ended June 30, 2010
    
    
    3Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2010 and 2009
    
    
    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
    
    
    36Item 1A. Risk Factors
    
    
    36Item 6. Exhibits
    
    
    36Signature
    
    
    37Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (In millions, except share data)
(Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    135.6
    
    
    $
    124.4Compensating cash balance
    
    
    82.1
    
    
    
    105.0Trade accounts receivable, less reserves of $8.8 and $10.8, respectively
    
    
    463.8
    
    
    
    471.3Other receivables
    
    
    36.9
    
    
    
    28.9Inventories
    
    
    243.0
    
    
    
    263.6Other current assets
    
    
    24.1
    
    
    
    24.0Total current assets
    
    
    985.5
    
    
    
    1,017.2Property and equipment, net
    
    
    178.6
    
    
    
    191.4Goodwill
    
    
    1,704.9
    
    
    
    1,833.0Other intangible assets, net
    
    
    1,835.9
    
    
    
    1,986.7Deferred income taxes
    
    
    10.1
    
    
    
    12.6Other assets
    
    
    87.0
    
    
    
    86.4Total assets
    
    $
    4,802.0
    
    
    $
    5,127.3Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    107.6
    
    
    $
    152.4Accounts payable
    
    
    365.3
    
    
    
    378.2Accrued expenses
    
    
    175.8
    
    
    
    158.2Total current liabilities
    
    
    648.7
    
    
    
    688.8Long-term debt and capital lease obligations
    
    
    2,568.8
    
    
    
    2,719.3Other long-term liabilities
    
    
    124.1
    
    
    
    135.3Deferred income taxes
    
    
    500.3
    
    
    
    495.5Total liabilities
    
    
    3,841.9
    
    
    
    4,038.9Redeemable equity units
    
    
    48.6
    
    
    
    45.8Commitments and contingences (Note 11)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,361.7
    
    
    
    1,361.7Accumulated deficit
    
    
    (318.4
    )
    
    
    (397.7
    )Accumulated other comprehensive (loss) income
    
    
    (131.8
    )
    
    
    78.6Total stockholders equity
    
    
    911.5
    
    
    
    1,042.6Total liabilities, redeemable equity units and stockholders equity
    
    $
    4,802.0
    
    
    $
    5,127.3
   1




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (In millions)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    881.8
    
    
    $
    876.0
    
    
    $
    1,756.1
    
    
    $
    1,717.2Cost of goods sold
    
    
    630.6
    
    
    
    631.2
    
    
    
    1,248.2
    
    
    
    1,228.0Gross profit
    
    
    251.2
    
    
    
    244.8
    
    
    
    507.9
    
    
    
    489.2Selling, general and administrative expenses
    
    
    202.8
    
    
    
    200.8
    
    
    
    405.4
    
    
    
    402.8Operating income
    
    
    48.4
    
    
    
    44.0
    
    
    
    102.5
    
    
    
    86.4Interest income
    
    
    0.7
    
    
    
    0.5
    
    
    
    1.1
    
    
    
    1.3Interest expense
    
    
    (50.0
    )
    
    
    (50.9
    )
    
    
    (104.1
    )
    
    
    (114.0
    )Other income (expense), net
    
    
    70.5
    
    
    
    (46.0
    )
    
    
    128.8
    
    
    
    (9.4
    )Income (loss) before income taxes
    
    
    69.6
    
    
    
    (52.4
    )
    
    
    128.3
    
    
    
    (35.7
    )Income tax (provision) benefit
    
    
    (28.7
    )
    
    
    25.6
    
    
    
    (49.0
    )
    
    
    20.1Net income (loss)
    
    $
    40.9
    
    
    $
    (26.8
    )
    
    $
    79.3
    
    
    $
    (15.6
    )
   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, 2010
(In millions, except share data)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    otherCommon stock
    
    
    paid-in
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalBalance at January 1, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.7
    
    
    $
    (397.7
    )
    
    $
    78.6
    
    
    $
    1,042.6Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    1.2
    
    
    
    
    
    
    
    
    
    
    
    1.2Share-based compensation expense associated
with our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.7Reclassifications of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (2.9
    )
    
    
    
    
    
    
    
    
    
    
    (2.9
    )Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79.3
    
    
    
    
    
    
    
    79.3Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (210.4
    )
    
    
    (210.4
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131.1
    )Balance at June 30, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.7
    
    
    $
    (318.4
    )
    
    $
    (131.8
    )
    
    $
    911.5
   3




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (In millions)
(Unaudited)
 Six Months EndedJune 30,2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    79.3
    
    
    $
    (15.6
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    57.4
    
    
    
    57.4Net unrealized translation (gain) loss
    
    
    (128.6
    )
    
    
    10.8Net unrealized (gain) loss on interest rate swaps
    
    
    (5.1
    )
    
    
    2.3Non-cash payment-in-kind interest accretion
    
    
    3.0
    
    
    
    4.0Non-cash equity compensation expense
    
    
    1.7
    
    
    
    1.7Amortization of debt issuance costs
    
    
    4.8
    
    
    
    4.8Deferred income tax provision (benefit)
    
    
    36.9
    
    
    
    (32.6
    )Other, net
    
    
    3.0
    
    
    
    3.8Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (27.9
    )
    
    
    (0.2
    )Inventories
    
    
    2.4
    
    
    
    16.9Other current and non-current assets
    
    
    (13.2
    )
    
    
    11.4Accounts payable
    
    
    12.6
    
    
    
    5.6Accrued expenses and other liabilities
    
    
    35.1
    
    
    
    (3.3
    )Net cash provided by operating activities
    
    
    61.4
    
    
    
    67.0Cash flows from investing activities:Acquisitions of businesses
    
    
    0.7
    
    
    
    (1.4
    )Capital expenditures
    
    
    (14.6
    )
    
    
    (11.2
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    1.3Net cash used in investing activities
    
    
    (13.9
    )
    
    
    (11.3
    )Cash flows from financing activities:Proceeds from debt
    
    
    54.6
    
    
    
    189.4Repayment of debt
    
    
    (75.5
    )
    
    
    (222.5
    )Net change in bank overdrafts
    
    
    (24.2
    )
    
    
    12.1Net change in compensating cash balance
    
    
    22.9
    
    
    
    (16.3
    )Proceeds from equity incentive plans
    
    
    1.2
    
    
    
    0.6Repurchase of redeemable equity units
    
    
    (0.3
    )
    
    
    (3.6
    )Net cash used in financing activities
    
    
    (21.3
    )
    
    
    (40.3
    )Effect of exchange rate changes on cash
    
    
    (15.0
    )
    
    
    2.2Net increase in cash and cash equivalents
    
    
    11.2
    
    
    
    17.6Cash and cash equivalents beginning of period
    
    
    124.4
    
    
    
    42.0Cash and cash equivalents end of period
    
    $
    135.6
    
    
    $
    59.6Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    64.6
    
    
    $
    100.2Income taxes paid, net
    
    $
    15.3
    
    
    $
    12.6
   4




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
 June 30, 2010
(In millions)
(Unaudited)
 (1) 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, 2010
(In millions)
(Unaudited)
 (2) New Accounting Standards
 (a) Recently Adopted Accounting Standards
 Fair Value Measurements and Disclosures
  (b) Recently Issued Accounting Standards
 Revenue Recognition
  (3) Goodwill and Other Intangible Assets
  North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2010
    
    $
    929.9
    
    
    $
    866.6
    
    
    $
    36.5
    
    
    $
    1,833.0Currency translation changes
    
    
    (0.1
    )
    
    
    (126.8
    )
    
    
    
    
    
    
    (126.9
    )Other
    
    
    0.1
    
    
    
    (1.6
    )
    
    
    0.3
    
    
    
    (1.2
    )Balance at June 30, 2010
    
    $
    929.9
    
    
    $
    738.2
    
    
    $
    36.8
    
    
    $
    1,704.9
  6




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
  June 30, 2010
    
    
    December 31, 2009Gross
    
    
    Cumulative
    
    
    Gross
    
    
    CumulativeCarrying
    
    
    Impairment
    
    
    Carrying
    
    
    ImpairmentAmount
    
    
    Losses
    
    
    Amount
    
    
    LossesGoodwillNorth American Lab
    
    $
    1,025.4
    
    
    $
    95.5
    
    
    $
    1,025.4
    
    
    $
    95.5European Lab
    
    
    738.2
    
    
    
    
    
    
    
    866.6
    
    
    
    Science Education
    
    
    99.8
    
    
    
    63.0
    
    
    
    99.5
    
    
    
    63.0Total
    
    $
    1,863.4
    
    
    $
    158.5
    
    
    $
    1,991.5
    
    
    $
    158.5
  WeightedAverageAmortization
    
    
    June 30,
    
    
    December 31,Period (Years)
    
    
    2010
    
    
    2009Amortizable intangible assets:Customer relationships in North American Lab (net of accumulated amortization of $112.5 and $93.8)
    
    
    20.0
    
    
    $
    638.3
    
    
    $
    657.1Customer relationships in European Lab (net of accumulated amortization of $66.3 and $64.1)
    
    
    19.5
    
    
    
    371.9
    
    
    
    449.1Customer relationships in Science Education (net of accumulated amortization of $19.7 and $16.4)
    
    
    20.0
    
    
    
    111.4
    
    
    
    114.8Chemical supply agreement (net of accumulated amortization of $21.0 and $20.6)
    
    
    7.0
    
    
    
    28.0
    
    
    
    36.9Other (net of accumulated amortization of $9.4 and
$7.9)
    
    
    5.5
    
    
    
    8.5
    
    
    
    11.1Total amortizable intangible assets (net of accumulated
amortization of $228.9 and $202.8)
    
    
    19.4
    
    
    
    1,158.1
    
    
    
    1,269.0Indefinite-lived intangible
assets:Trademarks and tradenames
    
    
    
    
    
    
    677.8
    
    
    
    717.7Total intangible assets, net
    
    
    
    
    
    $
    1,835.9
    
    
    $
    1,986.7
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Amortization expense
    
    $
    20.0
    
    
    $
    19.8
    
    
    $
    40.4
    
    
    $
    39.3
  7




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (4) Debt
  June 30,
    
    
    December 31,2010
    
    
    2009Senior Secured Credit Facility
    
    $
    1,346.2
    
    
    $
    1,495.310.25%/11.25% Unsecured Senior Notes due 2015
    
    
    713.0
    
    
    
    710.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    514.4
    
    
    
    541.4Compensating cash balance
    
    
    82.1
    
    
    
    105.0Capital leases
    
    
    18.3
    
    
    
    17.9Predecessor Senior Subordinated Notes
    
    
    1.0
    
    
    
    1.0Other debt
    
    
    1.4
    
    
    
    1.1Total debt
    
    
    2,676.4
    
    
    
    2,871.7Less short-term portion
    
    
    (107.6
    )
    
    
    (152.4
    )Total long-term portion
    
    $
    2,568.8
    
    
    $
    2,719.3
 (a) Senior Secured Credit Facility
 
     8




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (b) Senior Notes and Senior Subordinated Notes
  
 (c) Covenant Compliance
    (d) Compensating Cash Balance
   9




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (5) Other Income (Expense), net
   (6) Defined Benefit Plans
  Three Months Ended June 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    0.2
    
    
    $
    0.4
    
    
    $
    0.5
    
    
    $
    0.5Interest cost
    
    
    2.3
    
    
    
    2.2
    
    
    
    1.3
    
    
    
    1.3Expected return on plan assets
    
    
    (3.0
    )
    
    
    (2.8
    )
    
    
    (0.9
    )
    
    
    (0.8
    )Recognized net actuarial (gain) loss
    
    
    (0.1
    )
    
    
    (1.0
    )
    
    
    0.2
    
    
    
    Net periodic
pension (income)
cost
    
    $
    (0.6
    )
    
    $
    (1.2
    )
    
    $
    1.1
    
    
    $
    1.0
 Six Months Ended June 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    0.3
    
    
    $
    0.4
    
    
    $
    1.0
    
    
    $
    0.9Interest cost
    
    
    4.7
    
    
    
    4.5
    
    
    
    2.8
    
    
    
    2.5Expected return on plan assets
    
    
    (6.0
    )
    
    
    (5.6
    )
    
    
    (1.9
    )
    
    
    (1.4
    )Recognized net actuarial (gain) loss
    
    
    (0.3
    )
    
    
    (2.0
    )
    
    
    0.2
    
    
    
    Net periodic pension (income) cost
    
    $
    (1.3
    )
    
    $
    (2.7
    )
    
    $
    2.1
    
    
    $
    2.0
   10




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (7) Share-Based Compensation
   Balance at January 1, 2010
    
    $
    45.8Reclassifications from permanent equity, net
    
    
    2.9Reclassifications to accrued expenses upon notification of redemption
    
    
    (0.1
    )Balance at June 30, 2010
    
    $
    48.6
  (8) Income Taxes
 (a) Effective Tax Rate
     11




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (b) Uncertain Tax Positions
   (9) Financial Instruments and Fair Value Measurements
   (a) Recurring Fair Value Measures
   Level 1
    
    Quoted prices (unadjusted) in active markets for identical assets or liabilities.
  Level 2
    
    Inputs that are observable for the asset or liability, either directly or indirectly
through market corroboration, for substantially the full term of the asset or liability.
  Level 3
    
    Inputs that are unobservable for the asset or liability based on the Companys own
assumptions (about the assumptions market participants would use in pricing the asset or
liability).
   12




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 June 30,Description
    
    2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesInterest rate swap arrangements
    
    $
    44.7
    
    
    $
    
    
    
    $
    44.7
    
    
    $
    Foreign currency forward contracts
    
    $
    1.0
    
    
    $
    
    
    
    $
    1.0
    
    
    $
    
 December 31,Description
    
    2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesInterest rate swap arrangements
    
    $
    49.8
    
    
    $
    
    
    
    $
    49.8
    
    
    $
    Foreign currency forward contracts
    
    $
    0.5
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    
  (b) Debt Instruments
  June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueSenior Secured Credit Facility
    
    $
    1,346.2
    
    
    $
    1,215.0
    
    
    $
    1,495.3
    
    
    $
    1,415.0Senior Notes
    
    
    713.0
    
    
    
    721.9
    
    
    
    710.0
    
    
    
    738.4Senior Subordinated Notes
    
    
    514.4
    
    
    
    467.1
    
    
    
    541.4
    
    
    
    516.0$
    2,573.6
    
    
    $
    2,404.0
    
    
    $
    2,746.7
    
    
    $
    2,669.4
   13




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (c) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
  
 Foreign Currency Forward Contracts
  Tabular Disclosures
  Asset Derivatives
    
    
    Liability DerivativesJune 30, 2010
    
    
    December 31, 2009
    
    
    June 30, 2010
    
    
    December 31, 2009Balance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    BalanceSheet
    
    
    Fair
    
    
    Sheet
    
    
    Fair
    
    
    Sheet
    
    Fair
    
    
    Sheet
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    Value
    
    
    Location
    
    ValueDerivatives designated as hedging
instrumentsForeign currency
forward contracts
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    Accrued expenses
    
    $
    1.0
    
    
    Accrued expenses
    
    $
    0.5Derivatives not designated as
hedging instrumentsInterest rate swap arrangements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
    
    
    44.7
    
    
    Other long-term liabilities
    
    
    49.8Total derivatives
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    $
    45.7
    
    
    
    
    $
    50.3
  14




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
  Three Months Ended June 30, 2010Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    Reclassified from OtherComprehensive
    
    
    Comprehensive Income
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Income (Effective
    
    
    into Earnings (Effective
    
    into Earnings (Effectiverelationships
    
    Portion)
    
    
    Portion)
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    Interest expense
    
    $
    (1.0
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.3
    )Foreign currency forward contracts
    
    
    (0.3
    )
    
    Cost of goods sold
    
    
    0.1Total
    
    $
    (0.3
    )
    
    
    
    $
    (1.2
    )
 Derivatives not designated as hedging
    
    
    
    
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)instruments
    
    
    
    
    
    Recognized in Earnings
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    
    
    
    
    Interest expense
    
    $
    (7.7
    )Interest rate swap arrangements  unrealized
    
    
    
    
    
    Interest expense
    
    
    4.1Foreign currency forward contracts
    
    
    
    
    
    Other income (expense)
    
    
    Total
    
    
    
    
    
    
    
    $
    (3.6
    )
 Three Months Ended June 30, 2009Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    Reclassified from OtherComprehensive
    
    
    Comprehensive Income
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Income (Effective
    
    
    into Earnings (Effective
    
    into Earnings (Effectiverelationships
    
    Portion)
    
    
    Portion)
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    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
    )
 Derivatives not designated as hedging
    
    
    
    
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)instruments
    
    
    
    
    
    Recognized in Earnings
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    
    
    
    
    Interest expense
    
    $
    (7.8
    )Interest rate swap arrangements  unrealized
    
    
    
    
    
    Interest expense
    
    
    4.7Total
    
    
    
    
    
    
    
    $
    (3.1
    )
  15




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 Six Months Ended June 30, 2010Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    
    Reclassified from OtherComprehensive
    
    
    Comprehensive Income
    
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Income (Effective
    
    
    into Earnings (Effective
    
    
    into Earnings (Effectiverelationships
    
    Portion)
    
    
    Portion)
    
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    Interest expense
    
    $
    (2.0
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.6
    )Foreign currency forward contracts
    
    
    (1.0
    )
    
    Cost of goods sold
    
    
    (0.2
    )Total
    
    $
    (1.0
    )
    
    
    
    
    
    $
    (2.8
    )
 Derivatives not designated as hedging
    
    
    
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)instruments
    
    
    
    
    
    Recognized in Earnings
    
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    
    
    
    
    Interest expense
    
    $
    (15.6
    )Interest rate swap arrangements  unrealized
    
    
    
    
    
    Interest expense
    
    
    5.1Foreign currency forward contracts
    
    
    
    
    
    Other income (expense)
    
    
    (0.5
    )Total
    
    
    
    
    
    
    
    
    
    $
    (11.0
    )
 Six Months Ended June 30, 2009Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    
    Reclassified from OtherComprehensive
    
    
    Comprehensive Income
    
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Income (Effective
    
    
    into Earnings (Effective
    
    
    into Earnings (Effectiverelationships
    
    Portion)
    
    
    Portion)
    
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    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
    )
 Derivatives not designated as hedging
    
    
    
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)instruments
    
    
    
    
    
    Recognized in Earnings
    
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    
    
    
    
    Interest expense
    
    $
    (14.6
    )Interest rate swap arrangements  unrealized
    
    
    
    
    
    Interest expense
    
    
    (2.3
    )Total
    
    
    
    
    
    
    
    
    
    $
    (16.9
    )
   16




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (10) Comprehensive Income (Loss)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    40.9
    
    
    $
    (26.8
    )
    
    $
    79.3
    
    
    $
    (15.6
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    (124.2
    )
    
    
    92.7
    
    
    
    (211.4
    )
    
    
    29.3Unrealized loss on derivatives, net of tax(1)
    
    
    (0.3
    )
    
    
    (2.1
    )
    
    
    (0.5
    )
    
    
    (3.1
    )Amortization of realized losses on derivatives, net of
tax(2)
    
    
    0.9
    
    
    
    0.8
    
    
    
    1.6
    
    
    
    1.6Amortization of net actuarial gain, net of tax (3)
    
    
    
    
    
    
    (0.6
    )
    
    
    (0.1
    )
    
    
    (1.2
    )Comprehensive (loss) income
    
    $
    (82.7
    )
    
    $
    64.0
    
    
    $
    (131.1
    )
    
    $
    11.0
 
 (1)
    
    Unrealized loss on derivatives is net of taxes of $0.1 and $0.9 for the three months ended
June 30, 2010 and 2009, respectively, and net of taxes of $0.3 and $1.4 for the six months
ended June 30, 2010 and 2009, respectively.(2)
    
    Amortization of realized losses on derivatives is net of taxes of $0.4 and $0.5 for the three
months ended June 30, 2010 and 2009, respectively, and net of taxes of $1.0 and $1.1 for the
six months ended June 30, 2010 and 2009, respectively.(3)
    
    Amortization of net actuarial gain is net of taxes of $0.0 and $0.4 for the three months
ended June 30, 2010 and 2009, respectively, and net of taxes of $0.1 and $0.8 for the six
months ended June 30, 2010 and 2009, respectively. (11) Commitments and Contingencies
    17




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
   (12) Segment Financial Information
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net salesNorth American Lab
    
    $
    523.9
    
    
    $
    514.2
    
    
    $
    1,015.3
    
    
    $
    1,003.7European Lab
    
    
    329.2
    
    
    
    332.5
    
    
    
    687.5
    
    
    
    657.3Science Education
    
    
    28.7
    
    
    
    29.3
    
    
    
    53.3
    
    
    
    56.2Total
    
    $
    881.8
    
    
    $
    876.0
    
    
    $
    1,756.1
    
    
    $
    1,717.2
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Operating income (loss)North American Lab
    
    $
    29.6
    
    
    $
    28.3
    
    
    $
    59.0
    
    
    $
    53.7European Lab
    
    
    20.0
    
    
    
    16.5
    
    
    
    47.1
    
    
    
    35.8Science Education
    
    
    (1.2
    )
    
    
    (0.8
    )
    
    
    (3.6
    )
    
    
    (3.1
    )Total
    
    
    48.4
    
    
    
    44.0
    
    
    
    102.5
    
    
    
    86.4Interest income
    
    
    0.7
    
    
    
    0.5
    
    
    
    1.1
    
    
    
    1.3Interest expense
    
    
    (50.0
    )
    
    
    (50.9
    )
    
    
    (104.1
    )
    
    
    (114.0
    )Other income (expense), net
    
    
    70.5
    
    
    
    (46.0
    )
    
    
    128.8
    
    
    
    (9.4
    )Income (loss) before income taxes
    
    $
    69.6
    
    
    $
    (52.4
    )
    
    $
    128.3
    
    
    $
    (35.7
    )
  18




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (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, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
June 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    0.6
    
    
    $
    22.2
    
    
    $
    112.8
    
    
    $
    
    
    
    $
    135.6Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    82.1
    
    
    
    
    
    
    
    82.1Trade accounts receivable, net
    
    
    
    
    
    
    207.1
    
    
    
    256.7
    
    
    
    
    
    
    
    463.8Inventories
    
    
    
    
    
    
    128.3
    
    
    
    114.7
    
    
    
    
    
    
    
    243.0Other current assets
    
    
    
    
    
    
    19.2
    
    
    
    41.8
    
    
    
    
    
    
    
    61.0Intercompany receivables
    
    
    15.9
    
    
    
    3.0
    
    
    
    
    
    
    
    (18.9
    )
    
    
    Total current assets
    
    
    16.5
    
    
    
    379.8
    
    
    
    608.1
    
    
    
    (18.9
    )
    
    
    985.5Property and equipment, net
    
    
    
    
    
    
    70.6
    
    
    
    108.0
    
    
    
    
    
    
    
    178.6Goodwill
    
    
    
    
    
    
    905.1
    
    
    
    799.8
    
    
    
    
    
    
    
    1,704.9Other intangible assets, net
    
    
    
    
    
    
    1,104.3
    
    
    
    731.6
    
    
    
    
    
    
    
    1,835.9Deferred income taxes
    
    
    188.9
    
    
    
    
    
    
    
    10.1
    
    
    
    (188.9
    )
    
    
    10.1Investment in subsidiaries
    
    
    2,368.0
    
    
    
    1,537.1
    
    
    
    
    
    
    
    (3,905.1
    )
    
    
    Other assets
    
    
    37.8
    
    
    
    44.2
    
    
    
    5.0
    
    
    
    
    
    
    
    87.0Intercompany loans
    
    
    1,019.2
    
    
    
    65.1
    
    
    
    10.4
    
    
    
    (1,094.7
    )
    
    
    Total assets
    
    $
    3,630.4
    
    
    $
    4,106.2
    
    
    $
    2,273.0
    
    
    $
    (5,207.6
    )
    
    $
    4,802.0LIABILITIES, REDEEMABLE EQUITY UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    21.9
    
    
    $
    0.4
    
    
    $
    85.3
    
    
    $
    
    
    
    $
    107.6Accounts payable
    
    
    
    
    
    
    197.1
    
    
    
    168.2
    
    
    
    
    
    
    
    365.3Accrued expenses
    
    
    36.8
    
    
    
    50.2
    
    
    
    88.8
    
    
    
    
    
    
    
    175.8Intercompany payables
    
    
    
    
    
    
    0.9
    
    
    
    18.0
    
    
    
    (18.9
    )
    
    
    Total current liabilities
    
    
    58.7
    
    
    
    248.6
    
    
    
    360.3
    
    
    
    (18.9
    )
    
    
    648.7Long-term debt and capital lease
obligations
    
    
    2,551.6
    
    
    
    1.4
    
    
    
    15.8
    
    
    
    
    
    
    
    2,568.8Other long-term liabilities
    
    
    45.2
    
    
    
    18.8
    
    
    
    60.1
    
    
    
    
    
    
    
    124.1Deferred income taxes
    
    
    
    
    
    
    463.3
    
    
    
    225.9
    
    
    
    (188.9
    )
    
    
    500.3Intercompany loans
    
    
    14.8
    
    
    
    1,006.9
    
    
    
    73.0
    
    
    
    (1,094.7
    )
    
    
    Total liabilities
    
    
    2,670.3
    
    
    
    1,739.0
    
    
    
    735.1
    
    
    
    (1,302.5
    )
    
    
    3,841.9Redeemable equity units
    
    
    48.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48.6Total stockholders equity
    
    
    911.5
    
    
    
    2,367.2
    
    
    
    1,537.9
    
    
    
    (3,905.1
    )
    
    
    911.5Total liabilities, redeemable equity units
and stockholders equity
    
    $
    3,630.4
    
    
    $
    4,106.2
    
    
    $
    2,273.0
    
    
    $
    (5,207.6
    )
    
    $
    4,802.0
  20




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
December 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    1.3
    
    
    $
    10.1
    
    
    $
    113.0
    
    
    $
    
    
    
    $
    124.4Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    105.0
    
    
    
    
    
    
    
    105.0Trade accounts receivable, net
    
    
    
    
    
    
    190.1
    
    
    
    281.2
    
    
    
    
    
    
    
    471.3Inventories
    
    
    
    
    
    
    134.9
    
    
    
    128.7
    
    
    
    
    
    
    
    263.6Other current assets
    
    
    
    
    
    
    14.4
    
    
    
    38.5
    
    
    
    
    
    
    
    52.9Intercompany receivables
    
    
    14.8
    
    
    
    2.1
    
    
    
    
    
    
    
    (16.9
    )
    
    
    Total current assets
    
    
    16.1
    
    
    
    351.6
    
    
    
    666.4
    
    
    
    (16.9
    )
    
    
    1,017.2Property and equipment, net
    
    
    
    
    
    
    71.6
    
    
    
    119.8
    
    
    
    
    
    
    
    191.4Goodwill
    
    
    
    
    
    
    905.1
    
    
    
    927.9
    
    
    
    
    
    
    
    1,833.0Other intangible assets, net
    
    
    
    
    
    
    1,125.8
    
    
    
    860.9
    
    
    
    
    
    
    
    1,986.7Deferred income taxes
    
    
    221.9
    
    
    
    
    
    
    
    12.6
    
    
    
    (221.9
    )
    
    
    12.6Investment in subsidiaries
    
    
    2,649.7
    
    
    
    1,759.3
    
    
    
    
    
    
    
    (4,409.0
    )
    
    
    Other assets
    
    
    41.9
    
    
    
    42.2
    
    
    
    2.3
    
    
    
    
    
    
    
    86.4Intercompany loans
    
    
    1,045.3
    
    
    
    136.6
    
    
    
    19.2
    
    
    
    (1,201.1
    )
    
    
    Total assets
    
    $
    3,974.9
    
    
    $
    4,392.2
    
    
    $
    2,609.1
    
    
    $
    (5,848.9
    )
    
    $
    5,127.3LIABILITIES, REDEEMABLE EQUITY UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    44.3
    
    
    $
    0.4
    
    
    $
    107.7
    
    
    $
    
    
    
    $
    152.4Accounts payable
    
    
    
    
    
    
    177.9
    
    
    
    200.3
    
    
    
    
    
    
    
    378.2Accrued expenses
    
    
    2.7
    
    
    
    60.7
    
    
    
    94.8
    
    
    
    
    
    
    
    158.2Intercompany payables
    
    
    
    
    
    
    0.8
    
    
    
    16.1
    
    
    
    (16.9
    )
    
    
    Total current liabilities
    
    
    47.0
    
    
    
    239.8
    
    
    
    418.9
    
    
    
    (16.9
    )
    
    
    688.8Long-term debt and capital lease
obligations
    
    
    2,702.5
    
    
    
    1.5
    
    
    
    15.3
    
    
    
    
    
    
    
    2,719.3Other long-term liabilities
    
    
    50.4
    
    
    
    16.2
    
    
    
    68.7
    
    
    
    
    
    
    
    135.3Deferred income taxes
    
    
    
    
    
    
    448.4
    
    
    
    269.0
    
    
    
    (221.9
    )
    
    
    495.5Intercompany loans
    
    
    86.6
    
    
    
    1,037.4
    
    
    
    77.1
    
    
    
    (1,201.1
    )
    
    
    Total liabilities
    
    
    2,886.5
    
    
    
    1,743.3
    
    
    
    849.0
    
    
    
    (1,439.9
    )
    
    
    4,038.9Redeemable equity units
    
    
    45.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45.8Total stockholders equity
    
    
    1,042.6
    
    
    
    2,648.9
    
    
    
    1,760.1
    
    
    
    (4,409.0
    )
    
    
    1,042.6Total liabilities, redeemable equity units and stockholders equity
    
    $
    3,974.9
    
    
    $
    4,392.2
    
    
    $
    2,609.1
    
    
    $
    (5,848.9
    )
    
    $
    5,127.3
  21




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    484.8
    
    
    $
    400.5
    
    
    $
    (3.5
    )
    
    $
    881.8Cost of goods sold
    
    
    
    
    
    
    359.6
    
    
    
    274.5
    
    
    
    (3.5
    )
    
    
    630.6Gross profit
    
    
    
    
    
    
    125.2
    
    
    
    126.0
    
    
    
    
    
    
    
    251.2Selling, general and administrative expenses
    
    
    0.8
    
    
    
    100.6
    
    
    
    108.5
    
    
    
    (7.1
    )
    
    
    202.8Operating (loss) income
    
    
    (0.8
    )
    
    
    24.6
    
    
    
    17.5
    
    
    
    7.1
    
    
    
    48.4Interest expense, net of interest income
    
    
    (40.0
    )
    
    
    (8.5
    )
    
    
    (0.8
    )
    
    
    
    
    
    
    (49.3
    )Other income (expense), net
    
    
    71.8
    
    
    
    17.8
    
    
    
    (12.0
    )
    
    
    (7.1
    )
    
    
    70.5Income before income taxes and
equity in earnings of subsidiaries
    
    
    31.0
    
    
    
    33.9
    
    
    
    4.7
    
    
    
    
    
    
    
    69.6Income tax provision
    
    
    (10.8
    )
    
    
    (17.0
    )
    
    
    (0.9
    )
    
    
    
    
    
    
    (28.7
    )Equity in earnings of subsidiaries, net of tax
    
    
    20.7
    
    
    
    3.8
    
    
    
    
    
    
    
    (24.5
    )
    
    
    Net income (loss)
    
    $
    40.9
    
    
    $
    20.7
    
    
    $
    3.8
    
    
    $
    (24.5
    )
    
    $
    40.9
 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
    )
  22




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    932.4
    
    
    $
    830.9
    
    
    $
    (7.2
    )
    
    $
    1,756.1Cost of goods sold
    
    
    
    
    
    
    689.7
    
    
    
    565.7
    
    
    
    (7.2
    )
    
    
    1,248.2Gross profit
    
    
    
    
    
    
    242.7
    
    
    
    265.2
    
    
    
    
    
    
    
    507.9Selling, general and administrative expenses
    
    
    1.6
    
    
    
    194.8
    
    
    
    221.5
    
    
    
    (12.5
    )
    
    
    405.4Operating (loss) income
    
    
    (1.6
    )
    
    
    47.9
    
    
    
    43.7
    
    
    
    12.5
    
    
    
    102.5Interest expense, net of interest income
    
    
    (84.3
    )
    
    
    (17.2
    )
    
    
    (1.5
    )
    
    
    
    
    
    
    (103.0
    )Other income (expense), net
    
    
    128.8
    
    
    
    33.9
    
    
    
    (21.4
    )
    
    
    (12.5
    )
    
    
    128.8Income before income taxes and
equity in earnings of subsidiaries
    
    
    42.9
    
    
    
    64.6
    
    
    
    20.8
    
    
    
    
    
    
    
    128.3Income tax provision
    
    
    (10.9
    )
    
    
    (33.0
    )
    
    
    (5.1
    )
    
    
    
    
    
    
    (49.0
    )Equity in earnings of subsidiaries, net of tax
    
    
    47.3
    
    
    
    15.7
    
    
    
    
    
    
    
    (63.0
    )
    
    
    Net income (loss)
    
    $
    79.3
    
    
    $
    47.3
    
    
    $
    15.7
    
    
    $
    (63.0
    )
    
    $
    79.3
 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
    )
  23




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (48.2
    )
    
    $
    87.5
    
    
    $
    22.1
    
    
    $
    
    
    
    $
    61.4Cash flows from investing activities:Intercompany investing transactions
    
    
    67.9
    
    
    
    2.9
    
    
    
    
    
    
    
    (70.8
    )
    
    
    Acquisitions of businesses
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    0.7Capital expenditures
    
    
    
    
    
    
    (9.3
    )
    
    
    (5.3
    )
    
    
    
    
    
    
    (14.6
    )Net cash provided by (used in) investing activities
    
    
    67.9
    
    
    
    (6.4
    )
    
    
    (4.6
    )
    
    
    (70.8
    )
    
    
    (13.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (67.9
    )
    
    
    (2.9
    )
    
    
    70.8
    
    
    
    Proceeds from debt
    
    
    53.2
    
    
    
    0.1
    
    
    
    1.3
    
    
    
    
    
    
    
    54.6Repayment of debt
    
    
    (74.5
    )
    
    
    (0.2
    )
    
    
    (0.8
    )
    
    
    
    
    
    
    (75.5
    )Other financing activities, net
    
    
    0.9
    
    
    
    (1.0
    )
    
    
    (0.3
    )
    
    
    
    
    
    
    (0.4
    )Net cash used in financing activities
    
    
    (20.4
    )
    
    
    (69.0
    )
    
    
    (2.7
    )
    
    
    70.8
    
    
    
    (21.3
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (15.0
    )
    
    
    
    
    
    
    (15.0
    )Net (decrease) increase in cash and cash
equivalents
    
    
    (0.7
    )
    
    
    12.1
    
    
    
    (0.2
    )
    
    
    
    
    
    
    11.2Cash and cash equivalents beginning of period
    
    
    1.3
    
    
    
    10.1
    
    
    
    113.0
    
    
    
    
    
    
    
    124.4Cash and cash equivalents end of period
    
    $
    0.6
    
    
    $
    22.2
    
    
    $
    112.8
    
    
    $
    
    
    
    $
    135.6
 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




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2010
(In millions)
(Unaudited)
 (14) Subsequent Event
   25




---



##### 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, 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 share 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
       27




---



##### Table of Contents



Factors Affecting Our Operating Results
 General
  Foreign Currency
    Acquisitions
  Product / Service
    
    
    
    BusinessAcquisition Date
    
    Entity Name
    
    Offering
    
    Location
    
    SegmentDecember 1, 2009
    
    OneMed Lab (OneMed)
    
    Laboratory supply
    
    Finland, Norway & Sweden
    
    European LabOctober 1, 2009
    
    X-treme Geek (XGeek)
    
    Internet and
catalog retailer 

marketing to
science enthusiasts
    
    United States
    
    Science Education
   28




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##### Table of Contents



Results of Operations
 Net Sales
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Change
    
    
    
    
    
    
    
    
    
    
    Change2010
    
    
    2009
    
    
    Amount
    
    
    %
    
    
    2010
    
    
    2009
    
    
    Amount
    
    
    %North American Lab
    
    $
    523.9
    
    
    $
    514.2
    
    
    $
    9.7
    
    
    
    1.9
    %
    
    $
    1,015.3
    
    
    $
    1,003.7
    
    
    $
    11.6
    
    
    
    1.2
    %European Lab
    
    
    329.2
    
    
    
    332.5
    
    
    
    (3.3
    )
    
    
    -1.0
    %
    
    
    687.5
    
    
    
    657.3
    
    
    
    30.2
    
    
    
    4.6
    %Science Education
    
    
    28.7
    
    
    
    29.3
    
    
    
    (0.6
    )
    
    
    -2.0
    %
    
    
    53.3
    
    
    
    56.2
    
    
    
    (2.9
    )
    
    
    -5.2
    %Total
    
    $
    881.8
    
    
    $
    876.0
    
    
    $
    5.8
    
    
    
    0.7
    %
    
    $
    1,756.1
    
    
    $
    1,717.2
    
    
    $
    38.9
    
    
    
    2.3
    %
       29




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##### Table of Contents



Gross Profit
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross profit
    
    $
    251.2
    
    
    $
    244.8
    
    
    $
    507.9
    
    
    $
    489.2Percentage of net sales (gross margin)
    
    
    28.5
    %
    
    
    27.9
    %
    
    
    28.9
    %
    
    
    28.5
    %
   Selling, General, and Administrative Expenses
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Selling, general and administrative expenses
    
    $
    202.8
    
    
    $
    200.8
    
    
    $
    405.4
    
    
    $
    402.8Percentage of net sales
    
    
    23.0
    %
    
    
    22.9
    %
    
    
    23.1
    %
    
    
    23.5
    %
    30




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##### Table of Contents



Operating Income (Loss)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of2010
    
    
    Net Sales
    
    
    2009
    
    
    Net Sales
    
    
    2010
    
    
    Net Sales
    
    
    2009
    
    
    Net SalesOperating income (loss):North American Lab
    
    $
    29.6
    
    
    
    5.6
    %
    
    $
    28.3
    
    
    
    5.5
    %
    
    $
    59.0
    
    
    
    5.8
    %
    
    $
    53.7
    
    
    
    5.4
    %European Lab
    
    
    20.0
    
    
    
    6.1
    %
    
    
    16.5
    
    
    
    5.0
    %
    
    
    47.1
    
    
    
    6.9
    %
    
    
    35.8
    
    
    
    5.4
    %Science Education
    
    
    (1.2
    )
    
    
    -4.2
    %
    
    
    (0.8
    )
    
    
    -2.7
    %
    
    
    (3.6
    )
    
    
    -6.8
    %
    
    
    (3.1
    )
    
    
    -5.5
    %Total
    
    $
    48.4
    
    
    
    5.5
    %
    
    $
    44.0
    
    
    
    5.0
    %
    
    $
    102.5
    
    
    
    5.8
    %
    
    $
    86.4
    
    
    
    5.0
    %
      31




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##### Table of Contents



Interest Expense, Net of Interest Income
  Other Income (Expense), Net
  Income Taxes
     Liquidity and Capital Resources
   32




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##### Table of Contents



Item 1  Financial
      33




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##### Table of Contents



Historical Cash Flows
 Operating Activities
  Six Months Ended June 30,2010
    
    
    2009Cash flow from operations, excluding working capital
    
    $
    52.4
    
    
    $
    36.6Cash flow from working capital changes, net
    
    
    9.0
    
    
    
    30.4Cash flow from operations
    
    $
    61.4
    
    
    $
    67.0
    Investing Activities
  Financing Activities
  Contractual Obligations
 Item 7  Managements Form 10-K
  34




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##### Table of Contents



Commitments and Contingencies
  Off-Balance Sheet Arrangements
  Critical Accounting Policies
    New Accounting Standards
 Item 1  Financial
  35




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##### Table of Contents



Item 3  Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4  Controls and Procedures
    
 Part II  OTHER INFORMATION
 
 Item 1  Legal Proceedings
  
 Item 1A  Risk Factors
  
 Item 6  Exhibits
 ExhibitNumber
    
    Description of Documents
    
    Method of Filing31.1
    
    
    Certification of Principal Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    
    Certification of Principal Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    
    Certification of Principal Executive
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act
of 2002).
    
    Furnished herewith.32.2
    
    
    Certification of Principal Financial
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act
of 2002).
    
    Furnished herewith.
  36




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##### Table of Contents



SIGNATURE
  VWR FUNDING, INC.By:
    /s/ Theresa A. BalogName:
    Theresa A. BalogTitle:
    Vice President and Corporate Controller
(Chief Accounting Officer and
Duly Authorized Officer)   37




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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.
  38