##### 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, 2011
 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.)
 100 Matsonford Road
P.O. Box 6660
Radnor, PA 19087  (Address of principal executive offices)
 (610) 386-1700  (Registrants telephone number, including area code)
 o þ
 o 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, 2011
 INDEX
 Page No.PART I. FINANCIAL INFORMATION:Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance SheetsJune 30, 2011 and December 31, 2010
    
    
    1Condensed Consolidated Statements of OperationsThree and Six Months Ended June 30, 2011 and 2010
    
    
    2Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)Six Months Ended June 30, 2011
    
    
    3Condensed Consolidated Statements of Cash FlowsSix Months Ended June 30, 2011 and 2010
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    32PART II. OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    33Item 6. Exhibits
    
    
    34Signature
    
    
    35EX-31.1EX-31.2EX-32.1EX-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 31,2011
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    154.6
    
    
    $
    142.1Compensating cash balance
    
    
    135.7
    
    
    
    85.4Trade accounts receivable, less reserves of $10.0 and $9.1, respectively
    
    
    584.5
    
    
    
    512.0Other receivables
    
    
    38.4
    
    
    
    45.2Inventories
    
    
    318.6
    
    
    
    293.0Other current assets
    
    
    35.9
    
    
    
    28.4Total current assets
    
    
    1,267.7
    
    
    
    1,106.1Property and equipment, net
    
    
    204.7
    
    
    
    194.2Goodwill
    
    
    1,874.7
    
    
    
    1,757.1Other intangible assets, net
    
    
    1,897.1
    
    
    
    1,858.2Deferred income taxes
    
    
    8.1
    
    
    
    9.8Other assets
    
    
    74.4
    
    
    
    76.0Total assets
    
    $
    5,326.7
    
    
    $
    5,001.4Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    239.3
    
    
    $
    117.4Accounts payable
    
    
    442.2
    
    
    
    406.0Accrued expenses
    
    
    216.3
    
    
    
    206.5Total current liabilities
    
    
    897.8
    
    
    
    729.9Long-term debt and capital lease obligations
    
    
    2,707.9
    
    
    
    2,640.3Other long-term liabilities
    
    
    132.4
    
    
    
    137.2Deferred income taxes
    
    
    484.3
    
    
    
    478.8Total liabilities
    
    
    4,222.4
    
    
    
    3,986.2Redeemable equity units
    
    
    53.1
    
    
    
    50.0Commitments and contingencies (Note 11)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,361.2
    
    
    
    1,361.2Accumulated deficit
    
    
    (411.4
    )
    
    
    (376.2
    )Accumulated other comprehensive income (loss)
    
    
    101.4
    
    
    
    (19.8
    )Total stockholders equity
    
    
    1,051.2
    
    
    
    965.2Total liabilities, redeemable equity units and stockholders equity
    
    $
    5,326.7
    
    
    $
    5,001.4
   1




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (In millions)
 (Unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Net sales
    
    $
    1,042.1
    
    
    $
    881.8
    
    
    $
    2,033.3
    
    
    $
    1,756.1Cost of goods sold
    
    
    748.4
    
    
    
    630.6
    
    
    
    1,454.8
    
    
    
    1,248.2Gross profit
    
    
    293.7
    
    
    
    251.2
    
    
    
    578.5
    
    
    
    507.9Selling, general and
administrative expenses
    
    
    229.8
    
    
    
    202.8
    
    
    
    449.9
    
    
    
    405.4Operating income
    
    
    63.9
    
    
    
    48.4
    
    
    
    128.6
    
    
    
    102.5Interest income
    
    
    0.7
    
    
    
    0.7
    
    
    
    1.2
    
    
    
    1.1Interest expense
    
    
    (52.6
    )
    
    
    (50.0
    )
    
    
    (100.6
    )
    
    
    (104.1
    )Other income (expense), net
    
    
    (14.3
    )
    
    
    70.5
    
    
    
    (63.0
    )
    
    
    128.8(Loss) income before income taxes
    
    
    (2.3
    )
    
    
    69.6
    
    
    
    (33.8
    )
    
    
    128.3Income tax provision
    
    
    (6.3
    )
    
    
    (28.7
    )
    
    
    (1.4
    )
    
    
    (49.0
    )Net (loss) income
    
    $
    (8.6
    )
    
    $
    40.9
    
    
    $
    (35.2
    )
    
    $
    79.3
   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, 2011
 (In millions, except share data)
 (Unaudited)
 AccumulatedotherCommon stock
    
    
    Additional
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    paid-in capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalBalance at January 1, 2011
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.2
    
    
    $
    (376.2
    )
    
    $
    (19.8
    )
    
    $
    965.2Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.7Share-based compensation expense
associated with our parent
company equity plan
    
    
    
    
    
    
    
    
    
    
    1.8
    
    
    
    
    
    
    
    
    
    
    
    1.8Reclassifications of redeemable
equity units
    
    
    
    
    
    
    
    
    
    
    (3.5
    )
    
    
    
    
    
    
    
    
    
    
    (3.5
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35.2
    )
    
    
    
    
    
    
    (35.2
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121.2
    
    
    
    121.2Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86.0Balance at June 30, 2011
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.2
    
    
    $
    (411.4
    )
    
    $
    101.4
    
    
    $
    1,051.2
   3




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (In millions)
 (Unaudited)
 Six Months Ended June 30,2011
    
    
    2010Cash flows from operating activities:Net (loss) income
    
    $
    (35.2
    )
    
    $
    79.3Adjustments to reconcile net (loss) income to net cash
provided by operating activities:Depreciation and amortization
    
    
    59.6
    
    
    
    57.4Net unrealized translation loss (gain)
    
    
    64.2
    
    
    
    (128.6
    )Net unrealized gain on interest rate swaps
    
    
    (11.0
    )
    
    
    (5.1
    )Non-cash payment-in-kind interest accretion
    
    
    
    
    
    
    3.0Non-cash equity compensation expense
    
    
    1.8
    
    
    
    1.7Amortization of debt issuance costs
    
    
    4.8
    
    
    
    4.8Deferred income tax (benefit) provision
    
    
    (13.6
    )
    
    
    36.9Other, net
    
    
    2.7
    
    
    
    3.0Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (38.4
    )
    
    
    (27.9
    )Inventories
    
    
    (1.3
    )
    
    
    2.4Other current and non-current assets
    
    
    (0.2
    )
    
    
    (13.2
    )Accounts payable
    
    
    1.1
    
    
    
    12.6Accrued expenses and other liabilities
    
    
    1.0
    
    
    
    35.1Net cash provided by operating activities
    
    
    35.5
    
    
    
    61.4Cash flows from investing activities:Acquisitions of businesses, net of cash acquired
    
    
    (89.0
    )
    
    
    0.7Capital expenditures
    
    
    (16.1
    )
    
    
    (14.6
    )Net cash used in investing activities
    
    
    (105.1
    )
    
    
    (13.9
    )Cash flows from financing activities:Proceeds from debt
    
    
    328.5
    
    
    
    54.6Repayment of debt
    
    
    (266.4
    )
    
    
    (75.5
    )Net change in bank overdrafts
    
    
    59.6
    
    
    
    (24.2
    )Net change in compensating cash balance
    
    
    (50.3
    )
    
    
    22.9Proceeds from equity incentive plans
    
    
    1.7
    
    
    
    1.2Repurchase of redeemable equity units
    
    
    (0.5
    )
    
    
    (0.3
    )Net cash provided by (used in) financing activities
    
    
    72.6
    
    
    
    (21.3
    )Effect of exchange rate changes on cash
    
    
    9.5
    
    
    
    (15.0
    )Net increase in cash and cash equivalents
    
    
    12.5
    
    
    
    11.2Cash and cash equivalents beginning of period
    
    
    142.1
    
    
    
    124.4Cash and cash equivalents end of period
    
    $
    154.6
    
    
    $
    135.6Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    103.3
    
    
    $
    64.6Income taxes paid, net
    
    $
    10.0
    
    
    $
    15.3
   4




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011
 (In millions)
 (Unaudited)
 (1) Nature of Operations and Basis of Presentation
     (2) Recently Adopted Accounting Standards
 Presentation of Comprehensive Income
   5




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (3) Recent Acquisitions, Goodwill and Other Intangible Assets
 (a) Recent Acquisitions
  
    
    On September 1, 2010, we acquired the scientific distribution businesses of EBOS Group
Limited (collectively ANZ Lab). ANZ Lab distributes general laboratory supplies and life
science products in Australia and New Zealand.
 
    
    On September 1, 2010, we acquired Labart sp. z o.o. (Labart), and on March 31, 2011,
we acquired Alfalab Hurtownia Chemiczna Sp. z o.o (Alfalab). Labart and Alfalab are
scientific laboratory supply distributors operating in Poland.
 
    
    On February 1, 2011, we acquired AMRESCO Inc. (AMRESCO), a domestic supplier and
manufacturer of high quality biochemicals and reagents for molecular biology, life
sciences, proteomics, diagnostics, molecular diagnostics and histology areas of research
and production.
 
    
    On May 2, 2011, we acquired Trenka Industriebedarf Handelsgesellschaft m.b.H.
(Trenka), a distributor of industrial clothing, testing equipment and personal protection
equipment in Austria.
 
    
    On June 1, 2011, we acquired BioExpress Corp. (BioExpress), a domestic distributor in
the education, biotechnology and government market segments.
    (b) Goodwill
  North American
    
    
    European
    
    
    ScienceLab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2011
    
    $
    948.7
    
    
    $
    808.4
    
    
    $
    
    
    
    $
    1,757.1Acquisitions
    
    
    47.6
    
    
    
    1.1
    
    
    
    
    
    
    
    48.7Currency translation changes
    
    
    3.1
    
    
    
    65.8
    
    
    
    
    
    
    
    68.9Balance at June 30, 2011
    
    $
    999.4
    
    
    $
    875.3
    
    
    $
    
    
    
    $
    1,874.7
  6




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
  June 30, 2011
    
    
    December 31, 2010Gross
    
    
    Cumulative
    
    
    Gross
    
    
    CumulativeCarrying
    
    
    Impairment
    
    
    Carrying
    
    
    ImpairmentAmount
    
    
    Losses
    
    
    Amount
    
    
    LossesGoodwillNorth American Lab
    
    $
    1,094.9
    
    
    $
    95.5
    
    
    $
    1,044.2
    
    
    $
    95.5European Lab
    
    
    875.3
    
    
    
    
    
    
    
    808.4
    
    
    
    Science Education
    
    
    99.8
    
    
    
    99.8
    
    
    
    99.8
    
    
    
    99.8Total
    
    $
    2,070.0
    
    
    $
    195.3
    
    
    $
    1,952.4
    
    
    $
    195.3
 (c) Other Intangible Assets
  June 30, 2011
    
    
    December 31, 2010Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountAmortizable intangible assets:Customer relationships:North American Lab
    
    $
    786.0
    
    
    $
    153.0
    
    
    $
    633.0
    
    
    $
    765.8
    
    
    $
    132.3
    
    
    $
    633.5European Lab
    
    
    518.8
    
    
    
    105.5
    
    
    
    413.3
    
    
    
    478.2
    
    
    
    84.7
    
    
    
    393.5Science Education
    
    
    131.2
    
    
    
    26.4
    
    
    
    104.8
    
    
    
    131.2
    
    
    
    23.1
    
    
    
    108.1Chemical supply agreement
    
    
    57.7
    
    
    
    33.0
    
    
    
    24.7
    
    
    
    53.4
    
    
    
    26.7
    
    
    
    26.7Other
    
    
    22.3
    
    
    
    11.7
    
    
    
    10.6
    
    
    
    16.6
    
    
    
    9.1
    
    
    
    7.5Total amortizable intangible assets
    
    
    1,516.0
    
    
    
    329.6
    
    
    
    1,186.4
    
    
    
    1,445.2
    
    
    
    275.9
    
    
    
    1,169.3Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    710.7
    
    
    
    
    
    
    
    710.7
    
    
    
    688.9
    
    
    
    
    
    
    
    688.9Total other intangible assets
    
    $
    2,226.7
    
    
    $
    329.6
    
    
    $
    1,897.1
    
    
    $
    2,134.1
    
    
    $
    275.9
    
    
    $
    1,858.2
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Amortization expense
    
    $
    22.1
    
    
    $
    20.0
    
    
    $
    43.4
    
    
    $
    40.4
  7




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (4) Debt
  June 30,
    
    
    December 31,2011
    
    
    2010Senior Secured Credit Facility
    
    $
    1,537.3
    
    
    $
    1,410.010.25%/11.25% Unsecured Senior Notes due 2015
    
    
    713.0
    
    
    
    713.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    542.1
    
    
    
    528.2Compensating cash balance
    
    
    135.7
    
    
    
    85.4Capital leases
    
    
    17.5
    
    
    
    19.2Predecessor Senior Subordinated Notes
    
    
    1.0
    
    
    
    1.0Other debt
    
    
    0.6
    
    
    
    0.9Total debt
    
    
    2,947.2
    
    
    
    2,757.7Less short-term portion
    
    
    (239.3
    )
    
    
    (117.4
    )Total long-term portion
    
    $
    2,707.9
    
    
    $
    2,640.3
 (a) Senior Secured Credit Facility
    (b) Senior Notes and Senior Subordinated Notes
   8




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
  (c) Covenant Compliance
    (d) Compensating Cash Balance
  (5) Other Income (Expense), net
     9




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (6) Defined Benefit Plans
  Three Months Ended June 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2011
    
    
    2010
    
    
    2011
    
    
    2010Service cost
    
    $
    0.1
    
    
    $
    0.2
    
    
    $
    0.6
    
    
    $
    0.5Interest cost
    
    
    2.4
    
    
    
    2.3
    
    
    
    1.6
    
    
    
    1.3Expected return on plan assets
    
    
    (3.0
    )
    
    
    (3.0
    )
    
    
    (1.1
    )
    
    
    (0.9
    )Recognized net actuarial (gain) loss
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    0.2
    
    
    
    0.2Net periodic pension (income) cost
    
    $
    (0.6
    )
    
    $
    (0.6
    )
    
    $
    1.3
    
    
    $
    1.1
 Six Months Ended June 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2011
    
    
    2010
    
    
    2011
    
    
    2010Service cost
    
    $
    0.3
    
    
    $
    0.3
    
    
    $
    1.2
    
    
    $
    1.0Interest cost
    
    
    4.8
    
    
    
    4.7
    
    
    
    3.1
    
    
    
    2.8Expected return on plan assets
    
    
    (6.1
    )
    
    
    (6.0
    )
    
    
    (2.2
    )
    
    
    (1.9
    )Recognized net actuarial (gain) loss
    
    
    (0.2
    )
    
    
    (0.3
    )
    
    
    0.3
    
    
    
    0.2Net periodic pension (income) cost
    
    $
    (1.2
    )
    
    $
    (1.3
    )
    
    $
    2.4
    
    
    $
    2.1
   10




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (7) Share-Based Compensation
   Balance at January 1, 2011
    
    $
    50.0Reclassifications from permanent equity, net
    
    
    3.5Reclassifications to accrued expenses upon notification of redemption
    
    
    (0.4
    )Balance at June 30, 2011
    
    $
    53.1
  11




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (8) Income Taxes
 (a) Income Tax Provision
    (b) Uncertain Tax Positions
    (9) Financial Instruments and Fair Value Measurements
    12




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (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)
  June 30,Description
    
    2011
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesInterest rate swap arrangements
    
    $
    (24.2
    )
    
    $
    
    
    
    $
    (24.2
    )
    
    $
    
 December 31,Description
    
    2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesInterest rate swap arrangements
    
    $
    (35.2
    )
    
    $
    
    
    
    $
    (35.2
    )
    
    $
    
  (b) Debt Instruments
  June 30, 2011
    
    
    December 31, 2010Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueSenior Secured Credit Facility
    
    $
    1,537.3
    
    
    $
    1,486.4
    
    
    $
    1,410.0
    
    
    $
    1,344.3Senior Notes
    
    
    713.0
    
    
    
    739.7
    
    
    
    713.0
    
    
    
    748.6Senior Subordinated Notes
    
    
    542.1
    
    
    
    555.2
    
    
    
    528.2
    
    
    
    554.6$
    2,792.4
    
    
    $
    2,781.3
    
    
    $
    2,651.2
    
    
    $
    2,647.5
  13




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
  (c) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
   Foreign Currency Forward Contracts
  Tabular Disclosures
  Liability DerivativesJune 30, 2011
    
    
    December 31, 2010Derivatives not designated as
    
    Balance Sheet
    
    
    
    
    
    Balance Sheethedging instruments
    
    Location
    
    Fair Value
    
    
    Location
    
    Fair ValueInterest rate swap arrangements
    
    Other long-term liabilities
    
    $
    24.2
    
    
    Other long-term liabilities
    
    $
    35.2
  14




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
  Amount of Gain (Loss) Recognized in EarningsThree Months Ended
    
    
    Six Months EndedDerivatives not designated as hedging
    
    Location of Gain (Loss)
    
    June 30,
    
    
    June 30,instruments
    
    Recognized in Earnings
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Interest rate swap
arrangements 
realized
    
    Interest expense
    
    $
    (7.3
    )
    
    $
    (7.7
    )
    
    $
    (14.4
    )
    
    $
    (15.6
    )Interest rate swap
arrangements 
unrealized
    
    Interest expense
    
    
    4.0
    
    
    
    4.1
    
    
    
    11.0
    
    
    
    5.1Total
    
    
    
    $
    (3.3
    )
    
    $
    (3.6
    )
    
    $
    (3.4
    )
    
    $
    (10.5
    )
 (10) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Net (loss) income
    
    $
    (8.6
    )
    
    $
    40.9
    
    
    $
    (35.2
    )
    
    $
    79.3Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    28.9
    
    
    
    (124.2
    )
    
    
    119.3
    
    
    
    (211.4
    )Unrealized (loss) gain on derivatives, net of tax (1)
    
    
    (0.5
    )
    
    
    (0.3
    )
    
    
    0.2
    
    
    
    (0.5
    )Amortization of realized losses on derivatives, net of tax (2)
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.5
    
    
    
    1.6Amortization of net actuarial gain, net of tax (3)
    
    
    0.2
    
    
    
    
    
    
    
    0.2
    
    
    
    (0.1
    )Comprehensive income (loss)
    
    $
    20.8
    
    
    $
    (82.7
    )
    
    $
    86.0
    
    
    $
    (131.1
    )
 
 (1)
    
    Unrealized (loss) gain on derivatives is presented net of taxes of $0.3 and $0.1 for the
three months ended June 30, 2011 and 2010, respectively, and $0.3 for the six months ended
June 30, 2010.(2)
    
    Amortization of realized losses on derivatives is presented net of taxes of $0.5 and $0.4 for
the three months ended June 30, 2011 and 2010, respectively, and $1.0 and $1.0 for the six
months ended June 30, 2011 and 2010, respectively.(3)
    
    Amortization of net actuarial gain is presented net of taxes of $0.1 for the three and six
months ended June 30, 2011 and for the six months ended June 30, 2010.  15




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (11) Commitments and Contingencies
     16




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 (12) Segment Financial Information
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Net salesNorth American Lab
    
    $
    600.4
    
    
    $
    523.9
    
    
    $
    1,169.1
    
    
    $
    1,015.3European Lab
    
    
    416.0
    
    
    
    329.2
    
    
    
    816.1
    
    
    
    687.5Science Education
    
    
    25.7
    
    
    
    28.7
    
    
    
    48.1
    
    
    
    53.3Total
    
    $
    1,042.1
    
    
    $
    881.8
    
    
    $
    2,033.3
    
    
    $
    1,756.1
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Operating income (loss)North American Lab
    
    $
    37.7
    
    
    $
    29.6
    
    
    $
    73.4
    
    
    $
    59.0European Lab
    
    
    29.6
    
    
    
    20.0
    
    
    
    63.0
    
    
    
    47.1Science Education
    
    
    (3.4
    )
    
    
    (1.2
    )
    
    
    (7.8
    )
    
    
    (3.6
    )Total
    
    
    63.9
    
    
    
    48.4
    
    
    
    128.6
    
    
    
    102.5Interest income
    
    
    0.7
    
    
    
    0.7
    
    
    
    1.2
    
    
    
    1.1Interest expense
    
    
    (52.6
    )
    
    
    (50.0
    )
    
    
    (100.6
    )
    
    
    (104.1
    )Other income (expense), net
    
    
    (14.3
    )
    
    
    70.5
    
    
    
    (63.0
    )
    
    
    128.8(Loss) income before income taxes
    
    $
    (2.3
    )
    
    $
    69.6
    
    
    $
    (33.8
    )
    
    $
    128.3
 (13) Condensed Consolidating Financial Information
    17




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
June 30, 2011
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    13.9
    
    
    $
    140.7
    
    
    $
    
    
    
    $
    154.6Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    135.7
    
    
    
    
    
    
    
    135.7Trade accounts receivable, net
    
    
    
    
    
    
    242.6
    
    
    
    341.9
    
    
    
    
    
    
    
    584.5Inventories
    
    
    
    
    
    
    160.1
    
    
    
    158.5
    
    
    
    
    
    
    
    318.6Other current assets
    
    
    0.1
    
    
    
    24.9
    
    
    
    49.3
    
    
    
    
    
    
    
    74.3Intercompany receivables
    
    
    11.6
    
    
    
    6.5
    
    
    
    2.2
    
    
    
    (20.3
    )
    
    
    Total current assets
    
    
    11.7
    
    
    
    448.0
    
    
    
    828.3
    
    
    
    (20.3
    )
    
    
    1,267.7Property and equipment, net
    
    
    
    
    
    
    89.3
    
    
    
    115.4
    
    
    
    
    
    
    
    204.7Goodwill
    
    
    
    
    
    
    916.4
    
    
    
    958.3
    
    
    
    
    
    
    
    1,874.7Other intangible assets, net
    
    
    
    
    
    
    1,071.2
    
    
    
    825.9
    
    
    
    
    
    
    
    1,897.1Deferred income taxes
    
    
    189.0
    
    
    
    
    
    
    
    8.1
    
    
    
    (189.0
    )
    
    
    8.1Investment in subsidiaries
    
    
    2,736.9
    
    
    
    1,846.7
    
    
    
    
    
    
    
    (4,583.6
    )
    
    
    Other assets
    
    
    30.0
    
    
    
    38.6
    
    
    
    5.8
    
    
    
    
    
    
    
    74.4Intercompany loans
    
    
    1,036.5
    
    
    
    82.1
    
    
    
    22.9
    
    
    
    (1,141.5
    )
    
    
    Total assets
    
    $
    4,004.1
    
    
    $
    4,492.3
    
    
    $
    2,764.7
    
    
    $
    (5,934.4
    )
    
    $
    5,326.7Liabilities, Redeemable
Equity Units and
Stockholders EquityCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    119.8
    
    
    $
    0.4
    
    
    $
    119.1
    
    
    $
    
    
    
    $
    239.3Accounts payable
    
    
    
    
    
    
    228.1
    
    
    
    214.1
    
    
    
    
    
    
    
    442.2Accrued expenses
    
    
    35.4
    
    
    
    61.9
    
    
    
    119.0
    
    
    
    
    
    
    
    216.3Intercompany payables
    
    
    
    
    
    
    3.8
    
    
    
    16.5
    
    
    
    (20.3
    )
    
    
    Total current liabilities
    
    
    155.2
    
    
    
    294.2
    
    
    
    468.7
    
    
    
    (20.3
    )
    
    
    897.8Long-term debt and capital
lease obligations
    
    
    2,692.7
    
    
    
    1.1
    
    
    
    14.1
    
    
    
    
    
    
    
    2,707.9Other long-term liabilities
    
    
    25.0
    
    
    
    25.9
    
    
    
    81.5
    
    
    
    
    
    
    
    132.4Deferred income taxes
    
    
    
    
    
    
    419.4
    
    
    
    253.9
    
    
    
    (189.0
    )
    
    
    484.3Intercompany loans
    
    
    26.9
    
    
    
    1,015.6
    
    
    
    99.0
    
    
    
    (1,141.5
    )
    
    
    Total liabilities
    
    
    2,899.8
    
    
    
    1,756.2
    
    
    
    917.2
    
    
    
    (1,350.8
    )
    
    
    4,222.4Redeemable equity units
    
    
    53.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53.1Total stockholders equity
    
    
    1,051.2
    
    
    
    2,736.1
    
    
    
    1,847.5
    
    
    
    (4,583.6
    )
    
    
    1,051.2Total liabilities, redeemable
equity units and
stockholders equity
    
    $
    4,004.1
    
    
    $
    4,492.3
    
    
    $
    2,764.7
    
    
    $
    (5,934.4
    )
    
    $
    5,326.7
  18




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
December 31, 2010
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyAssetsCurrent assets:Cash and cash equivalents
    
    $
    0.4
    
    
    $
    10.5
    
    
    $
    131.2
    
    
    $
    
    
    
    $
    142.1Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    85.4
    
    
    
    
    
    
    
    85.4Trade accounts receivable, net
    
    
    
    
    
    
    211.4
    
    
    
    300.6
    
    
    
    
    
    
    
    512.0Inventories
    
    
    
    
    
    
    149.1
    
    
    
    143.9
    
    
    
    
    
    
    
    293.0Other current assets
    
    
    
    
    
    
    27.2
    
    
    
    46.4
    
    
    
    
    
    
    
    73.6Intercompany receivables
    
    
    18.5
    
    
    
    3.4
    
    
    
    
    
    
    
    (21.9
    )
    
    
    Total current assets
    
    
    18.9
    
    
    
    401.6
    
    
    
    707.5
    
    
    
    (21.9
    )
    
    
    1,106.1Property and equipment, net
    
    
    
    
    
    
    83.6
    
    
    
    110.6
    
    
    
    
    
    
    
    194.2Goodwill
    
    
    
    
    
    
    867.5
    
    
    
    889.6
    
    
    
    
    
    
    
    1,757.1Other intangible assets, net
    
    
    
    
    
    
    1,071.2
    
    
    
    787.0
    
    
    
    
    
    
    
    1,858.2Deferred income taxes
    
    
    195.8
    
    
    
    
    
    
    
    9.8
    
    
    
    (195.8
    )
    
    
    9.8Investment in subsidiaries
    
    
    2,513.8
    
    
    
    1,694.5
    
    
    
    
    
    
    
    (4,208.3
    )
    
    
    Other assets
    
    
    33.9
    
    
    
    36.3
    
    
    
    5.8
    
    
    
    
    
    
    
    76.0Intercompany loans
    
    
    1,033.0
    
    
    
    110.6
    
    
    
    21.3
    
    
    
    (1,164.9
    )
    
    
    Total assets
    
    $
    3,795.4
    
    
    $
    4,265.3
    
    
    $
    2,531.6
    
    
    $
    (5,590.9
    )
    
    $
    5,001.4Liabilities, Redeemable Equity Units and
Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    28.7
    
    
    $
    0.4
    
    
    $
    88.3
    
    
    $
    
    
    
    $
    117.4Accounts payable
    
    
    
    
    
    
    193.0
    
    
    
    213.0
    
    
    
    
    
    
    
    406.0Accrued expenses
    
    
    35.8
    
    
    
    63.5
    
    
    
    107.2
    
    
    
    
    
    
    
    206.5Intercompany payables
    
    
    
    
    
    
    1.0
    
    
    
    20.9
    
    
    
    (21.9
    )
    
    
    Total current liabilities
    
    
    64.5
    
    
    
    257.9
    
    
    
    429.4
    
    
    
    (21.9
    )
    
    
    729.9Long-term debt and capital lease obligations
    
    
    2,622.5
    
    
    
    1.1
    
    
    
    16.7
    
    
    
    
    
    
    
    2,640.3Other long-term liabilities
    
    
    35.8
    
    
    
    25.5
    
    
    
    75.9
    
    
    
    
    
    
    
    137.2Deferred income taxes
    
    
    
    
    
    
    436.0
    
    
    
    238.6
    
    
    
    (195.8
    )
    
    
    478.8Intercompany loans
    
    
    57.4
    
    
    
    1,031.8
    
    
    
    75.7
    
    
    
    (1,164.9
    )
    
    
    Total liabilities
    
    
    2,780.2
    
    
    
    1,752.3
    
    
    
    836.3
    
    
    
    (1,382.6
    )
    
    
    3,986.2Redeemable equity units
    
    
    50.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50.0Total stockholders equity
    
    
    965.2
    
    
    
    2,513.0
    
    
    
    1,695.3
    
    
    
    (4,208.3
    )
    
    
    965.2Total liabilities, redeemable equity units and
stockholders equity
    
    $
    3,795.4
    
    
    $
    4,265.3
    
    
    $
    2,531.6
    
    
    $
    (5,590.9
    )
    
    $
    5,001.4
  19




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2011
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    538.7
    
    
    $
    506.5
    
    
    $
    (3.1
    )
    
    $
    1,042.1Cost of goods sold
    
    
    
    
    
    
    402.9
    
    
    
    348.6
    
    
    
    (3.1
    )
    
    
    748.4Gross profit
    
    
    
    
    
    
    135.8
    
    
    
    157.9
    
    
    
    
    
    
    
    293.7Selling, general and administrative
expenses
    
    
    0.7
    
    
    
    109.1
    
    
    
    129.7
    
    
    
    (9.7
    )
    
    
    229.8Operating (loss) income
    
    
    (0.7
    )
    
    
    26.7
    
    
    
    28.2
    
    
    
    9.7
    
    
    
    63.9Interest expense, net of interest income
    
    
    (41.9
    )
    
    
    (8.8
    )
    
    
    (1.2
    )
    
    
    
    
    
    
    (51.9
    )Other income (expense), net
    
    
    (14.6
    )
    
    
    2.8
    
    
    
    7.2
    
    
    
    (9.7
    )
    
    
    (14.3
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (57.2
    )
    
    
    20.7
    
    
    
    34.2
    
    
    
    
    
    
    
    (2.3
    )Income tax benefit (provision)
    
    
    15.3
    
    
    
    (11.7
    )
    
    
    (9.9
    )
    
    
    
    
    
    
    (6.3
    )Equity in earnings of subsidiaries, net
of tax
    
    
    33.3
    
    
    
    24.3
    
    
    
    
    
    
    
    (57.6
    )
    
    
    Net (loss) income
    
    $
    (8.6
    )
    
    $
    33.3
    
    
    $
    24.3
    
    
    $
    (57.6
    )
    
    $
    (8.6
    )
 Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2010
 Non-Subsidiary
    
    
    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
    
    $
    40.9
    
    
    $
    20.7
    
    
    $
    3.8
    
    
    $
    (24.5
    )
    
    $
    40.9
  20




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2011
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,045.6
    
    
    $
    994.4
    
    
    $
    (6.7
    )
    
    $
    2,033.3Cost of goods sold
    
    
    
    
    
    
    780.5
    
    
    
    681.0
    
    
    
    (6.7
    )
    
    
    1,454.8Gross profit
    
    
    
    
    
    
    265.1
    
    
    
    313.4
    
    
    
    
    
    
    
    578.5Selling, general and administrative
expenses
    
    
    1.4
    
    
    
    217.2
    
    
    
    251.0
    
    
    
    (19.7
    )
    
    
    449.9Operating (loss) income
    
    
    (1.4
    )
    
    
    47.9
    
    
    
    62.4
    
    
    
    19.7
    
    
    
    128.6Interest expense, net of interest income
    
    
    (79.8
    )
    
    
    (17.4
    )
    
    
    (2.2
    )
    
    
    
    
    
    
    (99.4
    )Other income (expense), net
    
    
    (64.9
    )
    
    
    0.7
    
    
    
    20.9
    
    
    
    (19.7
    )
    
    
    (63.0
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (146.1
    )
    
    
    31.2
    
    
    
    81.1
    
    
    
    
    
    
    
    (33.8
    )Income tax benefit (provision)
    
    
    39.1
    
    
    
    (18.3
    )
    
    
    (22.2
    )
    
    
    
    
    
    
    (1.4
    )Equity in earnings of subsidiaries, net
of tax
    
    
    71.8
    
    
    
    58.9
    
    
    
    
    
    
    
    (130.7
    )
    
    
    Net (loss) income
    
    $
    (35.2
    )
    
    $
    71.8
    
    
    $
    58.9
    
    
    $
    (130.7
    )
    
    $
    (35.2
    )
 Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2010
 Non-Subsidiary
    
    
    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
    
    $
    79.3
    
    
    $
    47.3
    
    
    $
    15.7
    
    
    $
    (63.0
    )
    
    $
    79.3
  21




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2011
 Non-Subsidiary
    
    
    Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating
activities
    
    $
    (87.6
    )
    
    $
    88.5
    
    
    $
    34.6
    
    
    $
    
    
    
    $
    35.5Cash flows from investing activities:Intercompany investing transactions
    
    
    31.4
    
    
    
    3.1
    
    
    
    
    
    
    
    (34.5
    )
    
    
    Acquisitions of businesses
    
    
    (28.0
    )
    
    
    (56.4
    )
    
    
    (4.6
    )
    
    
    
    
    
    
    (89.0
    )Capital expenditures
    
    
    
    
    
    
    (9.9
    )
    
    
    (6.2
    )
    
    
    
    
    
    
    (16.1
    )Net cash provided by (used in) investing activities
    
    
    3.4
    
    
    
    (63.2
    )
    
    
    (10.8
    )
    
    
    (34.5
    )
    
    
    (105.1
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (31.4
    )
    
    
    (3.1
    )
    
    
    34.5
    
    
    
    Proceeds from debt
    
    
    327.4
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    328.5Repayment of debt
    
    
    (265.1
    )
    
    
    
    
    
    
    (1.3
    )
    
    
    
    
    
    
    (266.4
    )Other financing activities, net
    
    
    21.5
    
    
    
    9.5
    
    
    
    (20.5
    )
    
    
    
    
    
    
    10.5Net cash provided by (used in) financing
activities
    
    
    83.8
    
    
    
    (21.9
    )
    
    
    (23.8
    )
    
    
    34.5
    
    
    
    72.6Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    9.5
    
    
    
    
    
    
    
    9.5Net (decrease) increase in cash and cash
equivalents
    
    
    (0.4
    )
    
    
    3.4
    
    
    
    9.5
    
    
    
    
    
    
    
    12.5Cash and cash equivalents beginning of period
    
    
    0.4
    
    
    
    10.5
    
    
    
    131.2
    
    
    
    
    
    
    
    142.1Cash and cash equivalents end of period
    
    $
    
    
    
    $
    13.9
    
    
    $
    140.7
    
    
    $
    
    
    
    $
    154.6
  22




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
June 30, 2011
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2010
 Non-Subsidiary
    
    
    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
  23




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   
    
    actions by, and our ability to maintain existing business relationships and practices
with, suppliers, customers, carriers and other third parties;
 
    
    loss of any of our key executive officers;
 
    
    our ability to consummate and integrate acquisitions;
 
    
    unexpected costs or disruptions to our business or internal controls associated with
the implementation of important technology initiatives, including those relating to our
enterprise resource planning and e-commerce capabilities;
 
    
    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;
 
    
    our ability to pass through or absorb cost increases from our suppliers;
 
    
    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.
   Overview
   24




---



##### Table of Contents



Factors Affecting Our Operating Results
 General
  Foreign Currency
     25




---



##### Table of Contents



Acquisitions
  Product / Service
    
    
    
    BusinessAcquisition Date
    
    Entity/Business Name
    
    Offering
    
    Location
    
    SegmentJune 1, 2011
    
    BioExpress Corp. (BioExpress)
    
    Laboratory supply
    
    United States
    
    North American LabMay 2, 2011
    
    Trenka Industriebedarf Handelsgesellschaft m.b.H. (Trenka)
    
    Testing and safety equipment
    
    Austria
    
    European LabMarch 31, 2011
    
    Alfalab Hurtownia Chemiczna Sp. z o.o (Alfalab)
    
    Laboratory supply
    
    Poland
    
    European LabFebruary 1, 2011
    
    AMRESCO Inc. (AMRESCO)
    
    Biochemical and reagent
manufacturing
    
    United States
    
    North American LabSeptember 1, 2010
    
    Labart sp. z o.o. (Labart)
    
    Laboratory supply
    
    Poland
    
    European LabSeptember 1, 2010
    
    Quantum Scientific, Crown Scientific and Global Science
(collectively ANZ Lab)
    
    Laboratory supply
    
    Australia & New
Zealand
    
    North American Lab
     Results of Operations
 Net Sales
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Change
    
    
    
    
    
    
    
    
    
    
    Change2011
    
    
    2010
    
    
    Amount
    
    
    %
    
    
    2011
    
    
    2010
    
    
    Amount
    
    
    %North American Lab
    
    $
    600.4
    
    
    $
    523.9
    
    
    $
    76.5
    
    
    
    14.6
    %
    
    $
    1,169.1
    
    
    $
    1,015.3
    
    
    $
    153.8
    
    
    
    15.1
    %European Lab
    
    
    416.0
    
    
    
    329.2
    
    
    
    86.8
    
    
    
    26.4
    %
    
    
    816.1
    
    
    
    687.5
    
    
    
    128.6
    
    
    
    18.7
    %Science Education
    
    
    25.7
    
    
    
    28.7
    
    
    
    (3.0
    )
    
    
    (10.5
    %)
    
    
    48.1
    
    
    
    53.3
    
    
    
    (5.2
    )
    
    
    (9.8
    )%Total
    
    $
    1,042.1
    
    
    $
    881.8
    
    
    $
    160.3
    
    
    
    18.2
    %
    
    $
    2,033.3
    
    
    $
    1,756.1
    
    
    $
    277.2
    
    
    
    15.8
    %
  26




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##### Table of Contents



Gross Profit
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Gross profit
    
    $
    293.7
    
    
    $
    251.2
    
    
    $
    578.5
    
    
    $
    507.9Percentage of net sales (gross margin)
    
    
    28.2
    %
    
    
    28.5
    %
    
    
    28.5
    %
    
    
    28.9
    %
    27




---



##### Table of Contents



Selling, General and Administrative Expenses
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Selling, general and administrative expenses
    
    $
    229.8
    
    
    $
    202.8
    
    
    $
    449.9
    
    
    $
    405.4Percentage of net sales
    
    
    22.1
    %
    
    
    23.0
    %
    
    
    22.1
    %
    
    
    23.1
    %
  Operating Income (Loss)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,% of Net
    
    
    
    
    
    
    % of Net
    
    
    
    
    
    
    % of Net
    
    
    
    
    
    
    % of Net2011
    
    
    Sales
    
    
    2010
    
    
    Sales
    
    
    2011
    
    
    Sales
    
    
    2010
    
    
    SalesNorth American Lab
    
    $
    37.7
    
    
    
    6.3
    %
    
    $
    29.6
    
    
    
    5.6
    %
    
    $
    73.4
    
    
    
    6.3
    %
    
    $
    59.0
    
    
    
    5.8
    %European Lab
    
    
    29.6
    
    
    
    7.1
    %
    
    
    20.0
    
    
    
    6.1
    %
    
    
    63.0
    
    
    
    7.7
    %
    
    
    47.1
    
    
    
    6.9
    %Science Education
    
    
    (3.4
    )
    
    
    (13.2
    )%
    
    
    (1.2
    )
    
    
    (4.2
    )%
    
    
    (7.8
    )
    
    
    (16.2
    )%
    
    
    (3.6
    )
    
    
    (6.8
    )%Total
    
    $
    63.9
    
    
    
    6.1
    %
    
    $
    48.4
    
    
    
    5.5
    %
    
    $
    128.6
    
    
    
    6.3
    %
    
    $
    102.5
    
    
    
    5.8
    %
    28




---



##### Table of Contents



Interest Expense, Net of Interest Income
  Other Income (Expense), Net
  Income Taxes
     29




---



##### Table of Contents



Liquidity and Capital Resources
         30




---



##### Table of Contents



Historical Cash Flows
 Operating Activities
  Six Months Ended June 30,2011
    
    
    2010Cash flow from operations, excluding working capital
    
    $
    73.3
    
    
    $
    52.4Cash flow from working capital changes, net
    
    
    (37.8
    )
    
    
    9.0Cash flow from operations
    
    $
    35.5
    
    
    $
    61.4
   Investing Activities
  Financing Activities
  Contractual Obligations
  Commitments and Contingencies
   31




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Critical Accounting Policies
  New Accounting Standards
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
     32




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
   33




---



##### Table of Contents



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.
  34




---



##### Table of Contents



Signature
  VWR FUNDING, INC.Date: August 5, 2011
    
    By:
    
    /s/ Theresa A. BalogName:
    
    Theresa A. BalogTitle:
    
    Vice President and Corporate Controller(Chief Accounting Officer and Duly Authorized Officer)
  35




---



##### 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.
  36