##### 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 March 31, 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(State or other jurisdiction of 
incorporation or organization)
    
    56-2445503(I.R.S. Employer
Identification No.)1310 Goshen Parkway 
P.O. Box 2656
West Chester, PA(Address of principal executive offices)
    
    19380(Zip code)
 (610) 431-1700  (Registrants telephone number, including area code)
 o þ
 Yes o
No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



VWR FUNDING, INC. AND SUBSIDIARIES
 FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2009
INDEX
 Page No.PART I. FINANCIAL INFORMATION:Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets  March 31, 2009 and December 31, 2008
    
    
    1Condensed Consolidated Statements of Operations  Three Months Ended March 31, 2009 and 2008
    
    
    2Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income
(Loss)   Three Months Ended March 31, 2009
    
    
    3Condensed Consolidated Statements of Cash Flows  Three Months Ended March 31, 2009 and 2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    31PART II. OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 6. Exhibits
    
    
    32Signature
    
    
    33Exhibit 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
(Dollars in millions, except share data)
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    42.9
    
    
    $
    42.0Compensating cash balance
    
    
    95.2
    
    
    
    100.7Trade accounts receivable, less reserves of $10.8 and $10.1, respectively
    
    
    473.2
    
    
    
    472.2Other receivables
    
    
    22.8
    
    
    
    34.4Inventories
    
    
    264.8
    
    
    
    284.8Other current assets
    
    
    26.4
    
    
    
    29.8Total current assets
    
    
    925.3
    
    
    
    963.9Property and equipment, net
    
    
    181.3
    
    
    
    190.1Goodwill
    
    
    1,746.9
    
    
    
    1,784.7Other intangible assets, net
    
    
    1,959.3
    
    
    
    2,012.9Deferred income taxes
    
    
    12.9
    
    
    
    14.2Other assets
    
    
    118.4
    
    
    
    119.1Total assets
    
    $
    4,944.1
    
    
    $
    5,084.9Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    163.0
    
    
    $
    165.0Accounts payable
    
    
    348.9
    
    
    
    356.5Accrued expenses
    
    
    167.1
    
    
    
    189.8Total current liabilities
    
    
    679.0
    
    
    
    711.3Long-term debt and capital lease obligations
    
    
    2,602.6
    
    
    
    2,650.6Other long-term liabilities
    
    
    126.8
    
    
    
    121.5Deferred income taxes
    
    
    533.6
    
    
    
    546.7Total liabilities
    
    
    3,942.0
    
    
    
    4,030.1Redeemable equity units
    
    
    45.1
    
    
    
    46.4Commitments
and contingencies (Note 11)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,362.0
    
    
    
    1,360.4Accumulated deficit
    
    
    (372.4
    )
    
    
    (383.6
    )Accumulated other comprehensive (loss) income
    
    
    (32.6
    )
    
    
    31.6Total stockholders equity
    
    
    957.0
    
    
    
    1,008.4Total liabilities, redeemable equity units and stockholders equity
    
    $
    4,944.1
    
    
    $
    5,084.9
   1




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
(Dollars in millions)
(Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Net sales
    
    $
    841.2
    
    
    $
    922.6Cost of goods sold
    
    
    596.8
    
    
    
    661.5Gross profit
    
    
    244.4
    
    
    
    261.1Selling, general and administrative expenses
    
    
    202.0
    
    
    
    220.6Operating income
    
    
    42.4
    
    
    
    40.5Interest income
    
    
    0.8
    
    
    
    1.4Interest expense
    
    
    (63.1
    )
    
    
    (64.6
    )Other income (expense), net
    
    
    36.6
    
    
    
    (75.0
    )Income (loss) before income taxes
    
    
    16.7
    
    
    
    (97.7
    )Income tax (provision) benefit
    
    
    (5.5
    )
    
    
    40.9Net income (loss)
    
    $
    11.2
    
    
    $
    (56.8
    )
   2




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)
Three Months Ended March 31, 2009
(Dollars in millions, except share data)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    otherCommon stock
    
    
    paid-in
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalBalance at December 31, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.4
    
    
    $
    (383.6
    )
    
    $
    31.6
    
    
    $
    1,008.4Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    0.2Share-based compensation expense associated
with our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    
    
    
    
    0.9Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    0.5Comprehensive loss:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.2
    
    
    
    
    
    
    
    11.2Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64.2
    )
    
    
    (64.2
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53.0
    )Balance at March 31, 2009
    
    
    1,000
    
    
    $
    
    
    
    $
    1,362.0
    
    
    $
    (372.4
    )
    
    $
    (32.6
    )
    
    $
    957.0
   3




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
(Dollars in millions)
(Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    11.2
    
    
    $
    (56.8
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    28.7
    
    
    
    28.0Net unrealized translation (gain) loss
    
    
    (35.8
    )
    
    
    74.0Net unrealized loss on interest rate swaps
    
    
    7.0
    
    
    
    Non-cash equity compensation expense
    
    
    0.9
    
    
    
    1.1Amortization of debt issuance costs
    
    
    2.4
    
    
    
    2.4Deferred income tax benefit
    
    
    (1.9
    )
    
    
    (52.7
    )Other, net
    
    
    2.4
    
    
    
    0.9Changes in working capital:Trade accounts receivable
    
    
    (12.8
    )
    
    
    (31.3
    )Inventories
    
    
    15.3
    
    
    
    10.5Other current and non-current assets
    
    
    9.3
    
    
    
    10.2Accounts payable
    
    
    0.2
    
    
    
    2.9Accrued expenses and other liabilities
    
    
    (16.8
    )
    
    
    (17.9
    )Net cash provided by (used in) operating activities
    
    
    10.1
    
    
    
    (28.7
    )Cash flows from investing activities:Acquisitions of businesses and other intangible assets
    
    
    (1.4
    )
    
    
    (0.6
    )Capital expenditures
    
    
    (5.2
    )
    
    
    (7.4
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    0.2Net cash used in investing activities
    
    
    (6.6
    )
    
    
    (7.8
    )Cash flows from financing activities:Proceeds from debt
    
    
    161.9
    
    
    
    120.0Repayment of debt
    
    
    (161.4
    )
    
    
    (97.2
    )Net change in bank overdrafts
    
    
    (5.5
    )
    
    
    12.6Net change in compensating cash balance
    
    
    5.5
    
    
    
    (9.7
    )Proceeds from equity and stock incentive plans
    
    
    0.2
    
    
    
    0.4Repurchase of redeemable equity units
    
    
    (2.7
    )
    
    
    Debt issuance costs
    
    
    
    
    
    
    (1.0
    )Net cash (used in) provided by financing activities
    
    
    (2.0
    )
    
    
    25.1Effect of exchange rate changes on cash
    
    
    (0.6
    )
    
    
    1.4Net increase (decrease) in cash and cash equivalents
    
    
    0.9
    
    
    
    (10.0
    )Cash and cash equivalents beginning of period
    
    
    42.0
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    42.9
    
    
    $
    35.0Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    69.4
    
    
    $
    82.3Income taxes paid, net
    
    $
    4.7
    
    
    $
    6.3
   4




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
March 31, 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)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (2) New Accounting Standards
 (a) Recently Adopted Accounting Standards
 Fair Value Measurements
 Business Combinations
 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
  6




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (b) Recently Issued Accounting Standards
 Employers Disclosures about
Postretirement Benefit Plan Assets
 Interim Disclosures about Fair
Value of Financial Instruments
  (3) Financial Instruments
  (a) Recurring Fair Value Measures
  SignificantQuoted Prices
    
    
    Other
    
    
    Significantin Active
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Markets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsForeign currency forward contracts
    
    $
    3.6
    
    
    $
    
    
    
    $
    3.6
    
    
    $
    LiabilitiesInterest rate swap arrangements
    
    $
    (56.9
    )
    
    $
    
    
    
    $
    (56.9
    )
    
    $
    
 SignificantQuoted Prices
    
    
    Other
    
    
    Significantin Active
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Markets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsForeign currency forward contracts
    
    $
    5.1
    
    
    $
    
    
    
    $
    5.1
    
    
    $
    LiabilitiesInterest rate swap arrangements
    
    $
    (49.9
    )
    
    $
    
    
    
    $
    (49.9
    )
    
    $
    
  7




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (b) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
   
     
  8




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 Foreign Currency Forward Contracts
  
 Tabular Disclosures
  Asset Derivatives
    
    
    Liability DerivativesMarch 31, 2009
    
    
    December 31, 2008
    
    
    March 31, 2009
    
    
    December 31, 2008Balance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    BalanceSheet
    
    
    Fair
    
    
    Sheet
    
    
    Fair
    
    
    Sheet
    
    
    Fair
    
    
    Sheet
    
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    
    Value
    
    
    Location
    
    
    ValueDerivatives designated as hedging instrumentsForeign currency forward contracts
    
    Other current assets
    
    
    $
    3.9
    
    
    Other current assets
    
    
    $
    5.3
    
    
    Other current assets
    
    
    $
    (0.3
    )
    
    Other current assets
    
    
    $
    (0.2
    )Derivatives not designated as hedging instrumentsInterest rate swap derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
    
    
    
    (56.9
    )
    
    Other long-term liabilities
    
    
    
    (49.9
    )Total derivatives
    
    
    
    
    
    $
    3.9
    
    
    
    
    
    
    $
    5.3
    
    
    
    
    
    
    $
    (57.2
    )
    
    
    
    
    
    $
    (50.1
    )
  9




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
  Amount of Gain (Loss)Recognized in
    
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Other
    
    
    Reclassified from
    
    
    Reclassified fromComprehensive
    
    
    Other Comprehensive
    
    
    Other ComprehensiveIncome
    
    
    Income into Earnings
    
    
    Income into Earnings(Effective Portion)
    
    
    (Effective Portion)
    
    
    (Effective Portion)Derivatives in cash flow hedging relationshipsInterest rate swap derivatives
    
    $
    
    
    
    Interest expense
    
    $
    (1.1
    )Foreign currency forward contracts
    
    
    (0.1
    )
    
    Cost of goods sold
    
    
    1.4Foreign
currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.3
    )Total
    
    $
    (0.1
    )
    
    
    
    
    
    $
    
 Location of Loss
    
    
    Amount of LossRecognized in
    
    
    Recognized inEarnings
    
    
    EarningsDerivatives not designated as
hedging instrumentsInterest rate swap derivatives
    
    Interest expense
    
    $
    (7.0
    )
  (4) Goodwill and Other Intangible Assets
   North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2009
    
    $
    915.7
    
    
    $
    832.5
    
    
    $
    36.5
    
    
    $
    1,784.7Adjustments
to Merger and other acquisitions
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    1.1Currency translation changes
    
    
    (1.3
    )
    
    
    (37.6
    )
    
    
    
    
    
    
    (38.9
    )Balance at March 31, 2009
    
    $
    914.4
    
    
    $
    796.0
    
    
    $
    36.5
    
    
    $
    1,746.9
  10




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
  WeightedAverageAmortization
    
    March 31,
    
    
    December 31,Period (Years)
    
    2009
    
    
    2008Amortizable intangible assets:Customer relationships in North America (net of accumulated
amortization of $64.6 and $55.5)
    
    
    20.0
    
    
    $
    674.8
    
    
    $
    685.4Customer relationships in Europe (net of accumulated
amortization of $40.6 and $36.3)
    
    
    19.8
    
    
    
    422.0
    
    
    
    446.4Customer relationships in Science Education (net of
accumulated amortization of $11.5 and $9.8)
    
    
    20.0
    
    
    
    119.5
    
    
    
    121.2Chemical supply agreement (net of accumulated amortization
of $13.3 and $11.9)
    
    
    7.0
    
    
    
    39.9
    
    
    
    43.7Other (net of accumulated amortization of $5.5 and $5.0)
    
    
    5.6
    
    
    
    12.3
    
    
    
    13.2Total amortizable intangible assets (net of accumulated
amortization of $135.5 and $118.5)
    
    
    19.4
    
    
    
    1,268.5
    
    
    
    1,309.9Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    
    
    
    
    690.8
    
    
    
    703.0Total intangible assets, net
    
    
    
    
    
    $
    1,959.3
    
    
    $
    2,012.9
  Three Months EndedMarch 31,2009
    
    
    2008Amortization expense
    
    $
    19.5
    
    
    $
    20.3
 (5) Debt
  March 31,
    
    
    December 31,2009
    
    
    2008Senior Secured Credit Facility
    
    $
    1,467.9
    
    
    $
    1,504.810.25%/11.25% Unsecured Senior Notes due 2015
    
    
    675.0
    
    
    
    675.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    519.7
    
    
    
    527.3Compensating cash balance
    
    
    95.2
    
    
    
    100.7Capital leases
    
    
    5.2
    
    
    
    5.6Other debt
    
    
    2.6
    
    
    
    2.2Total debt
    
    
    2,765.6
    
    
    
    2,815.6Less short-term portion
    
    
    (163.0
    )
    
    
    (165.0
    )Total long term-portion
    
    $
    2,602.6
    
    
    $
    2,650.6
  11




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (a) Senior Secured Credit Facility
 
   (b) Senior Notes and Senior Subordinated Notes
  
  (c) Covenant Compliance
    12




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
  (d) Compensating Cash Balance
  (6) Other Income (Expense), net
   (7) Defined Benefit Plans
  Three Months Ended March 31,U.S. Retirement Plan
    
    
    German, French and UK Plans2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    
    
    
    $
    0.3
    
    
    $
    0.4
    
    
    $
    0.8Interest cost
    
    
    2.3
    
    
    
    2.2
    
    
    
    1.2
    
    
    
    1.4Expected return on plan assets
    
    
    (2.8
    )
    
    
    (2.0
    )
    
    
    (0.6
    )
    
    
    (1.2
    )Recognized net actuarial gain
    
    
    (1.0
    )
    
    
    
    
    
    
    
    
    
    
    Net periodic
pension (income)
cost
    
    $
    (1.5
    )
    
    $
    0.5
    
    
    $
    1.0
    
    
    $
    1.0
     13




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (8) Share-Based Compensation
  (9) Income Taxes
 (a) Effective Tax Rate
   (b) Uncertain Tax Positions
   (10) Comprehensive Income (Loss)
  Three
Months Ended March 31,2009
    
    
    2008Net income (loss)
    
    $
    11.2
    
    
    $
    (56.8
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    (63.4
    )
    
    
    112.1Unrealized loss on derivatives, net of taxes of $0.5 and $5.4
    
    
    (1.0
    )
    
    
    (9.1
    )Amortization of realized loss on derivatives, net of taxes of $(0.6) and $(0.2)
    
    
    0.8
    
    
    
    0.2Amortization
of net actuarial gain, net of taxes of $0.4
    
    
    (0.6
    )
    
    
    $
    (53.0
    )
    
    $
    46.4
  14




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (11) Commitments and Contingencies
     15




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 (12) Segment Financial Information
   Three Months EndedMarch 31,2009
    
    
    2008Net salesNorth American Lab
    
    $
    489.5
    
    
    $
    523.4European Lab
    
    
    324.8
    
    
    
    372.7Science Education
    
    
    26.9
    
    
    
    26.5Total
    
    $
    841.2
    
    
    $
    922.6
 Three Months EndedMarch 31,2009
    
    
    2008Operating income (loss)North American Lab
    
    $
    25.4
    
    
    $
    25.3European Lab
    
    
    19.3
    
    
    
    18.2Science Education
    
    
    (2.3
    )
    
    
    (3.0
    )Total
    
    
    42.4
    
    
    
    40.5Interest income
    
    
    0.8
    
    
    
    1.4Interest expense
    
    
    (63.1
    )
    
    
    (64.6
    )Other income (expense), net
    
    
    36.6
    
    
    
    (75.0
    )Income (loss) before income taxes
    
    $
    16.7
    
    
    $
    (97.7
    )
 (13) Condensed Consolidating Financial Information
    16




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
March 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    0.3
    
    
    $
    1.0
    
    
    $
    41.6
    
    
    $
    
    
    
    $
    42.9Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    95.2
    
    
    
    
    
    
    
    95.2Trade accounts receivable, net
    
    
    
    
    
    
    197.8
    
    
    
    275.4
    
    
    
    
    
    
    
    473.2Inventories
    
    
    
    
    
    
    139.7
    
    
    
    125.1
    
    
    
    
    
    
    
    264.8Other current assets
    
    
    
    
    
    
    9.8
    
    
    
    39.4
    
    
    
    
    
    
    
    49.2Intercompany receivables
    
    
    11.7
    
    
    
    5.1
    
    
    
    
    
    
    
    (16.8
    )
    
    
    Total current assets
    
    
    12.0
    
    
    
    353.4
    
    
    
    576.7
    
    
    
    (16.8
    )
    
    
    925.3Property and equipment, net
    
    
    
    
    
    
    80.1
    
    
    
    101.2
    
    
    
    
    
    
    
    181.3Goodwill
    
    
    
    
    
    
    900.2
    
    
    
    846.7
    
    
    
    
    
    
    
    1,746.9Other intangible assets, net
    
    
    
    
    
    
    1,157.1
    
    
    
    802.2
    
    
    
    
    
    
    
    1,959.3Deferred income taxes
    
    
    154.1
    
    
    
    
    
    
    
    12.9
    
    
    
    (154.1
    )
    
    
    12.9Investment in subsidiaries
    
    
    2,584.7
    
    
    
    1,633.9
    
    
    
    
    
    
    
    (4,218.6
    )
    
    
    Other assets
    
    
    47.7
    
    
    
    65.6
    
    
    
    5.1
    
    
    
    
    
    
    
    118.4Intercompany loans
    
    
    1,029.9
    
    
    
    126.1
    
    
    
    53.6
    
    
    
    (1,209.6
    )
    
    
    Total assets
    
    $
    3,828.4
    
    
    $
    4,316.4
    
    
    $
    2,398.4
    
    
    $
    (5,599.1
    )
    
    $
    4,944.1LIABILITIES, REDEEMABLE EQUITY
UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    65.0
    
    
    $
    0.4
    
    
    $
    97.6
    
    
    $
    
    
    
    $
    163.0Accounts payable
    
    
    
    
    
    
    177.0
    
    
    
    171.9
    
    
    
    
    
    
    
    348.9Accrued expenses
    
    
    17.5
    
    
    
    55.6
    
    
    
    94.0
    
    
    
    
    
    
    
    167.1Intercompany payables
    
    
    1.0
    
    
    
    0.3
    
    
    
    15.5
    
    
    
    (16.8
    )
    
    
    Total current liabilities
    
    
    83.5
    
    
    
    233.3
    
    
    
    379.0
    
    
    
    (16.8
    )
    
    
    679.0Long-term debt and capital lease
obligations
    
    
    2,597.6
    
    
    
    1.8
    
    
    
    3.2
    
    
    
    
    
    
    
    2,602.6Other long-term liabilities
    
    
    57.3
    
    
    
    15.4
    
    
    
    54.1
    
    
    
    
    
    
    
    126.8Deferred income taxes
    
    
    
    
    
    
    432.9
    
    
    
    254.8
    
    
    
    (154.1
    )
    
    
    533.6Intercompany loans
    
    
    87.9
    
    
    
    1,049.2
    
    
    
    72.5
    
    
    
    (1,209.6
    )
    
    
    Total liabilities
    
    
    2,826.3
    
    
    
    1,732.6
    
    
    
    763.6
    
    
    
    (1,380.5
    )
    
    
    3,942.0Redeemable equity units
    
    
    45.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45.1Total stockholders equity
    
    
    957.0
    
    
    
    2,583.8
    
    
    
    1,634.8
    
    
    
    (4,218.6
    )
    
    
    957.0Total liabilities, redeemable equity units
and stockholders equity
    
    $
    3,828.4
    
    
    $
    4,316.4
    
    
    $
    2,398.4
    
    
    $
    (5,599.1
    )
    
    $
    4,944.1
  17




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 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
  18




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    452.0
    
    
    $
    392.4
    
    
    $
    (3.2
    )
    
    $
    841.2Cost of goods sold
    
    
    
    
    
    
    334.8
    
    
    
    265.2
    
    
    
    (3.2
    )
    
    
    596.8Gross profit
    
    
    
    
    
    
    117.2
    
    
    
    127.2
    
    
    
    
    
    
    
    244.4Selling, general and administrative expenses
    
    
    0.8
    
    
    
    98.3
    
    
    
    107.8
    
    
    
    (4.9
    )
    
    
    202.0Operating (loss) income
    
    
    (0.8
    )
    
    
    18.9
    
    
    
    19.4
    
    
    
    4.9
    
    
    
    42.4Interest expense, net of interest income
    
    
    (49.7
    )
    
    
    (11.6
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (62.3
    )Other income (expense), net
    
    
    37.3
    
    
    
    10.5
    
    
    
    (6.3
    )
    
    
    (4.9
    )
    
    
    36.6(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (13.2
    )
    
    
    17.8
    
    
    
    12.1
    
    
    
    
    
    
    
    16.7Income tax benefit (provision)
    
    
    6.3
    
    
    
    (7.2
    )
    
    
    (4.6
    )
    
    
    
    
    
    
    (5.5
    )Equity in earnings of subsidiaries, net of tax
    
    
    18.1
    
    
    
    7.5
    
    
    
    
    
    
    
    (25.6
    )
    
    
    Net income (loss)
    
    $
    11.2
    
    
    $
    18.1
    
    
    $
    7.5
    
    
    $
    (25.6
    )
    
    $
    11.2
 Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    479.5
    
    
    $
    452.6
    
    
    $
    (9.5
    )
    
    $
    922.6Cost of goods sold
    
    
    
    
    
    
    358.3
    
    
    
    312.7
    
    
    
    (9.5
    )
    
    
    661.5Gross profit
    
    
    
    
    
    
    121.2
    
    
    
    139.9
    
    
    
    
    
    
    
    261.1Selling, general and administrative expenses
    
    
    0.8
    
    
    
    104.8
    
    
    
    119.8
    
    
    
    (4.8
    )
    
    
    220.6Operating (loss) income
    
    
    (0.8
    )
    
    
    16.4
    
    
    
    20.1
    
    
    
    4.8
    
    
    
    40.5Interest expense, net of interest income
    
    
    (42.8
    )
    
    
    (19.3
    )
    
    
    (1.1
    )
    
    
    
    
    
    
    (63.2
    )Other income (expense), net
    
    
    (75.5
    )
    
    
    (8.2
    )
    
    
    13.5
    
    
    
    (4.8
    )
    
    
    (75.0
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (119.1
    )
    
    
    (11.1
    )
    
    
    32.5
    
    
    
    
    
    
    
    (97.7
    )Income tax benefit (provision)
    
    
    46.2
    
    
    
    4.8
    
    
    
    (10.1
    )
    
    
    
    
    
    
    40.9Equity in earnings of subsidiaries, net of tax
    
    
    16.1
    
    
    
    22.4
    
    
    
    
    
    
    
    (38.5
    )
    
    
    Net (loss) income
    
    $
    (56.8
    )
    
    $
    16.1
    
    
    $
    22.4
    
    
    $
    (38.5
    )
    
    $
    (56.8
    )
  19




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
March 31, 2009
(Dollars in millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (54.1
    )
    
    $
    43.6
    
    
    $
    20.6
    
    
    $
    
    
    
    $
    10.1Cash flows from investing activities:Intercompany investing transactions
    
    
    53.5
    
    
    
    5.3
    
    
    
    
    
    
    
    (58.8
    )
    
    
    Acquisitions of businesses and other intangible assets
    
    
    
    
    
    
    
    
    
    
    (1.4
    )
    
    
    
    
    
    
    (1.4
    )Capital expenditures
    
    
    
    
    
    
    (2.9
    )
    
    
    (2.3
    )
    
    
    
    
    
    
    (5.2
    )Net cash provided by (used in) investing activities
    
    
    53.5
    
    
    
    2.4
    
    
    
    (3.7
    )
    
    
    (58.8
    )
    
    
    (6.6
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (53.5
    )
    
    
    (5.3
    )
    
    
    58.8
    
    
    
    Proceeds from debt
    
    
    161.4
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    161.9Repayment of debt
    
    
    (161.1
    )
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    (161.4
    )Other financing activities, net
    
    
    (2.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.5
    )Net cash provided by (used in) financing activities
    
    
    (2.2
    )
    
    
    (53.6
    )
    
    
    (5.0
    )
    
    
    58.8
    
    
    
    (2.0
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    (0.6
    )Net (decrease) increase in cash and cash equivalents
    
    
    (2.8
    )
    
    
    (7.6
    )
    
    
    11.3
    
    
    
    
    
    
    
    0.9Cash and cash equivalents beginning of period
    
    
    3.1
    
    
    
    8.6
    
    
    
    30.3
    
    
    
    
    
    
    
    42.0Cash and cash equivalents end of period
    
    $
    0.3
    
    
    $
    1.0
    
    
    $
    41.6
    
    
    $
    
    
    
    $
    42.9
 Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (59.5
    )
    
    $
    21.9
    
    
    $
    8.9
    
    
    $
    
    
    
    $
    (28.7
    )Cash flows from investing activities:Intercompany investing transactions
    
    
    38.8
    
    
    
    1.1
    
    
    
    
    
    
    
    (39.9
    )
    
    
    Capital expenditures
    
    
    
    
    
    
    (4.3
    )
    
    
    (3.1
    )
    
    
    
    
    
    
    (7.4
    )Other investing activities, net
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    (0.4
    )Net cash provided by (used in) investing activities
    
    
    38.8
    
    
    
    (3.2
    )
    
    
    (3.5
    )
    
    
    (39.9
    )
    
    
    (7.8
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (38.8
    )
    
    
    (1.1
    )
    
    
    39.9
    
    
    
    Proceeds from debt
    
    
    119.9
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    120.0Repayment of debt
    
    
    (97.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (97.2
    )Other financing activities, net
    
    
    (0.6
    )
    
    
    9.6
    
    
    
    (6.7
    )
    
    
    
    
    
    
    2.3Net cash provided by (used in) financing activities
    
    
    22.2
    
    
    
    (29.2
    )
    
    
    (7.8
    )
    
    
    39.9
    
    
    
    25.1Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    1.4Net increase (decrease) in cash and cash
equivalents
    
    
    1.5
    
    
    
    (10.5
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (10.0
    )Cash and cash equivalents beginning of period
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    2.6
    
    
    $
    5.6
    
    
    $
    26.8
    
    
    $
    
    
    
    $
    35.0
  20




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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.
    21




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##### Table of Contents



Overview
  
    
    As a result of accounting for the Merger using the purchase method of accounting,
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. No impairments were recognized during the three months ended March 31, 2009 as
there were no indicators of impairment. 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) as an
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.
   22




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##### Table of Contents




    
    a reduction in spending by customers across virtually all industries our laboratory
businesses serve due, in part, to a further and/or prolonged deterioration in economic
conditions and liquidity pressures; and
 
    
    rising product prices from our suppliers, as well as the acceleration of payment terms
to our suppliers and/or the imposition of more restrictive credit terms and other
contractual requirements.
     23




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##### Table of Contents



Factors Affecting Our Operating Results
 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
  Foreign Currency
   Results of Operations
 Net Sales
  Three Months Ended March 31,Change2009
    
    
    2008
    
    
    Amount
    
    
    %North American Lab
    
    $
    489.5
    
    
    $
    523.4
    
    
    $
    (33.9
    )
    
    
    (6.5
    )%European Lab
    
    
    324.8
    
    
    
    372.7
    
    
    
    (47.9
    )
    
    
    (12.9
    )%Science Education
    
    
    26.9
    
    
    
    26.5
    
    
    
    0.4
    
    
    
    1.5
    %Total
    
    $
    841.2
    
    
    $
    922.6
    
    
    $
    (81.4
    )
    
    
    (8.8
    )%
  24




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##### Table of Contents



Gross Profit
  Three
Months Ended March 31,2009
    
    
    2008Gross profit
    
    $
    244.4
    
    
    $
    261.1Percentage of net sales (gross margin)
    
    
    29.1
    %
    
    
    28.3
    %
   25




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##### Table of Contents



Selling, General, and Administrative Expenses
  Three
Months Ended March 31,2009
    
    
    2008Selling, general and administrative expenses
    
    $
    202.0
    
    
    $
    220.6Percentage of net sales
    
    
    24.0
    %
    
    
    23.9
    %
  Operating Income (Loss)
  Three Months Ended March 31,% of
    
    
    
    
    
    
    % of2009
    
    
    Net Sales
    
    
    2008
    
    
    Net SalesOperating income (loss):North American Lab
    
    $
    25.4
    
    
    
    5.2
    %
    
    $
    25.3
    
    
    
    4.8
    %European Lab
    
    
    19.3
    
    
    
    5.9
    %
    
    
    18.2
    
    
    
    4.9
    %Science Education
    
    
    (2.3
    )
    
    
    (8.6
    )%
    
    
    (3.0
    )
    
    
    (11.3
    )%Total
    
    
    42.4
    
    
    
    5.0
    %
    
    
    40.5
    
    
    
    4.4
    %
    26




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##### Table of Contents



Interest Expense, Net of Interest Income
   Other Income (Expense), Net
  Income Taxes
     27




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Liquidity and Capital Resources
       28




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##### Table of Contents



Historical Cash Flows
  Three
Months Ended March 31,2009
    
    
    2008Cash flow from operations, excluding working capital
    
    $
    14.9
    
    
    $
    (3.1
    )Cash flow from working capital changes, net
    
    
    (4.8
    )
    
    
    (25.6
    )Cash flow from operations
    
    $
    10.1
    
    
    $
    (28.7
    )
    Contractual Obligations
 Form 10-K
 Commitments and Contingencies
  Off-Balance Sheet Arrangements
   29




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Critical Accounting Policies
   New Accounting Standards
   30




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Item 3  Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4  Controls and Procedures
      31




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##### Table of Contents



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.
  32




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##### Table of Contents



SIGNATURE
  VWR FUNDING, INC.By:
    /s/ GREGORY L. COWANName:
    Gregory L. CowanTitle:
    Vice President and Corporate Controller
(Chief Accounting Officer and Duly
Authorized Officer)   33




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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.
  34