##### 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 September 30, 2010
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 333-124100
 VWR FUNDING, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    56-2445503(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 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)
 1310 Goshen Parkway
P.O. Box 2656
West Chester, PA 19380  (Former address of principal executive offices)
 o þ
 o 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 SEPTEMBER 30, 2010
  
 INDEX
 Page No.PART I. FINANCIAL INFORMATION:Item 1. Financial Statements (Unaudited):Condensed Consolidated Balance Sheets
September 30, 2010 and December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2010 and 2009
    
    
    2Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)
Nine Months Ended September 30, 2010
    
    
    3Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    38Item 4. Controls and Procedures
    
    
    38PART II. OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    38Item 1A. Risk Factors
    
    
    38Item 6. Exhibits
    
    
    38Signature
    
    
    39Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
(In millions, except share data)
(Unaudited)
 September 30,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    100.8
    
    
    $
    124.4Compensating cash balance
    
    
    93.0
    
    
    
    105.0Trade accounts receivable, less reserves of $9.3 and $10.8, respectively
    
    
    496.2
    
    
    
    471.3Other receivables
    
    
    45.7
    
    
    
    28.9Inventories
    
    
    283.3
    
    
    
    263.6Other current assets
    
    
    30.7
    
    
    
    24.0Total current assets
    
    
    1,049.7
    
    
    
    1,017.2Property and equipment, net
    
    
    188.6
    
    
    
    191.4Goodwill
    
    
    1,764.3
    
    
    
    1,833.0Other intangible assets, net
    
    
    1,889.9
    
    
    
    1,986.7Deferred income taxes
    
    
    9.6
    
    
    
    12.6Other assets
    
    
    84.3
    
    
    
    86.4Total assets
    
    $
    4,986.4
    
    
    $
    5,127.3Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    122.5
    
    
    $
    152.4Accounts payable
    
    
    390.7
    
    
    
    378.2Accrued expenses
    
    
    173.4
    
    
    
    158.2Total current liabilities
    
    
    686.6
    
    
    
    688.8Long-term debt and capital lease obligations
    
    
    2,664.3
    
    
    
    2,719.3Other long-term liabilities
    
    
    134.1
    
    
    
    135.3Deferred income taxes
    
    
    483.1
    
    
    
    495.5Total liabilities
    
    
    3,968.1
    
    
    
    4,038.9Redeemable equity units
    
    
    48.6
    
    
    
    45.8Commitments and contingencies (Note 11)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,361.4
    
    
    
    1,361.7Accumulated deficit
    
    
    (404.0
    )
    
    
    (397.7
    )Accumulated other comprehensive income
    
    
    12.3
    
    
    
    78.6Total stockholders equity
    
    
    969.7
    
    
    
    1,042.6Total liabilities, redeemable equity units and stockholders equity
    
    $
    4,986.4
    
    
    $
    5,127.3
   1




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
(In millions)
(Unaudited)
 Three Months Ended 
September 30,
    
    
    Nine Months Ended 
September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    903.3
    
    
    $
    902.1
    
    
    $
    2,659.4
    
    
    $
    2,619.3Cost of goods sold
    
    
    646.8
    
    
    
    642.0
    
    
    
    1,895.0
    
    
    
    1,870.0Gross profit
    
    
    256.5
    
    
    
    260.1
    
    
    
    764.4
    
    
    
    749.3Selling, general and administrative expenses
    
    
    195.6
    
    
    
    197.1
    
    
    
    601.0
    
    
    
    599.9Impairment of goodwill and intangible assets
    
    
    48.1
    
    
    
    
    
    
    
    48.1
    
    
    
    Operating income
    
    
    12.8
    
    
    
    63.0
    
    
    
    115.3
    
    
    
    149.4Interest income
    
    
    0.3
    
    
    
    0.5
    
    
    
    1.4
    
    
    
    1.8Interest expense
    
    
    (53.6
    )
    
    
    (59.6
    )
    
    
    (157.7
    )
    
    
    (173.6
    )Other income (expense), net
    
    
    (80.7
    )
    
    
    (30.0
    )
    
    
    48.1
    
    
    
    (39.4
    )(Loss) income before income taxes
    
    
    (121.2
    )
    
    
    (26.1
    )
    
    
    7.1
    
    
    
    (61.8
    )Income tax benefit (provision)
    
    
    35.6
    
    
    
    10.4
    
    
    
    (13.4
    )
    
    
    30.5Net loss
    
    $
    (85.6
    )
    
    $
    (15.7
    )
    
    $
    (6.3
    )
    
    $
    (31.3
    )
   2




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Stockholders Equity and Other Comprehensive Income (Loss)
Nine Months Ended September 30, 2010
(In millions, except share data)
(Unaudited)
 AccumulatedotherCommon stock
    
    
    Additional paid-
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    in capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalBalance at January 1, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.7
    
    
    $
    (397.7
    )
    
    $
    78.6
    
    
    $
    1,042.6Capital contributions from
parent
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    1.4Share-based compensation
expense associated with our
parent company equity plan
    
    
    
    
    
    
    
    
    
    
    2.5
    
    
    
    
    
    
    
    
    
    
    
    2.5Reclassifications of
redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (4.2
    )
    
    
    
    
    
    
    
    
    
    
    (4.2
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6.3
    )
    
    
    
    
    
    
    (6.3
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66.3
    )
    
    
    (66.3
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (72.6
    )Balance at September 30, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.4
    
    
    $
    (404.0
    )
    
    $
    12.3
    
    
    $
    969.7
   3




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 Nine Months Ended September 30,2010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (6.3
    )
    
    $
    (31.3
    )Adjustments to reconcile net loss to net cash provided
by operating activities:Depreciation and amortization
    
    
    87.4
    
    
    
    87.1Net unrealized translation (gain) loss
    
    
    (47.3
    )
    
    
    41.2Net unrealized (gain) loss on interest rate swaps
    
    
    (6.1
    )
    
    
    4.7Impairment of goodwill and intangible assets
    
    
    48.1
    
    
    
    Non-cash payment-in-kind interest accretion
    
    
    3.0
    
    
    
    24.1Non-cash equity compensation expense
    
    
    2.5
    
    
    
    2.6Amortization of debt issuance costs
    
    
    7.2
    
    
    
    7.2Deferred income tax benefit
    
    
    (5.0
    )
    
    
    (51.1
    )Other, net
    
    
    4.7
    
    
    
    5.7Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (30.6
    )
    
    
    (1.2
    )Inventories
    
    
    (19.4
    )
    
    
    26.3Other current and non-current assets
    
    
    (20.7
    )
    
    
    4.4Accounts payable
    
    
    17.6
    
    
    
    4.7Accrued expenses and other liabilities
    
    
    29.0
    
    
    
    (26.2
    )Net cash provided by operating activities
    
    
    64.1
    
    
    
    98.2Cash flows from investing activities:Acquisitions of businesses
    
    
    (33.0
    )
    
    
    (1.2
    )Capital expenditures
    
    
    (26.3
    )
    
    
    (15.1
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    1.4Net cash used in investing activities
    
    
    (59.3
    )
    
    
    (14.9
    )Cash flows from financing activities:Proceeds from debt
    
    
    111.8
    
    
    
    264.2Repayment of debt
    
    
    (134.6
    )
    
    
    (301.9
    )Net change in bank overdrafts
    
    
    (11.4
    )
    
    
    9.1Net change in compensating cash balance
    
    
    12.0
    
    
    
    (14.1
    )Proceeds from equity incentive plans
    
    
    1.4
    
    
    
    0.6Repurchase of redeemable equity units
    
    
    (1.2
    )
    
    
    (3.6
    )Net cash used in financing activities
    
    
    (22.0
    )
    
    
    (45.7
    )Effect of exchange rate changes on cash
    
    
    (6.4
    )
    
    
    4.3Net (decrease) increase in cash and cash equivalents
    
    
    (23.6
    )
    
    
    41.9Cash and cash equivalents beginning of period
    
    
    124.4
    
    
    
    42.0Cash and cash equivalents end of period
    
    $
    100.8
    
    
    $
    83.9Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    134.0
    
    
    $
    165.7Income taxes paid, net
    
    $
    23.9
    
    
    $
    21.0
   4




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
September 30, 2010
(In millions)
(Unaudited)
 (1) Nature of Operations and Basis of Presentation
       5




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (2) New Accounting Standards
 (a) Recently Adopted Accounting Standards
 Fair Value Measurements and Disclosures
  (b) Recently Issued Accounting Standards
 Revenue Recognition
  (3) Goodwill and Other Intangible Assets
 (a) Impairment of Goodwill and Intangible Assets
     6




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
     (b) Recent Acquisitions
  (c) Goodwill
  North American
    
    
    European
    
    
    ScienceLab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2010
    
    $
    929.9
    
    
    $
    866.6
    
    
    $
    36.5
    
    
    $
    1,833.0Acquisitions
    
    
    8.9
    
    
    
    1.7
    
    
    
    
    
    
    
    10.6Goodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    (36.8
    )Currency translation changes
    
    
    1.6
    
    
    
    (44.0
    )
    
    
    
    
    
    
    (42.4
    )Other
    
    
    0.1
    
    
    
    (0.5
    )
    
    
    0.3
    
    
    
    (0.1
    )Balance at September 30, 2010
    
    $
    940.5
    
    
    $
    823.8
    
    
    $
    
    
    
    $
    1,764.3
  7




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
  September 30, 2010
    
    
    December 31, 2009Gross
    
    
    Cumulative
    
    
    Gross
    
    
    CumulativeCarrying
    
    
    Impairment
    
    
    Carrying
    
    
    ImpairmentAmount
    
    
    Losses
    
    
    Amount
    
    
    LossesGoodwillNorth American Lab
    
    $
    1,036.0
    
    
    $
    95.5
    
    
    $
    1,025.4
    
    
    $
    95.5European Lab
    
    
    823.8
    
    
    
    
    
    
    
    866.6
    
    
    
    Science Education
    
    
    99.8
    
    
    
    99.8
    
    
    
    99.5
    
    
    
    63.0Total
    
    $
    1,959.6
    
    
    $
    195.3
    
    
    $
    1,991.5
    
    
    $
    158.5
 (d) Intangible Assets
  September 30, 2010
    
    
    December 31, 2009Gross
 Carrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Gross 
Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountAmortizable intangible assets:Customer relationships:North American Lab
    
    $
    762.8
    
    
    $
    122.2
    
    
    $
    640.6
    
    
    $
    750.9
    
    
    $
    93.8
    
    
    $
    657.1European Lab
    
    
    488.3
    
    
    
    80.0
    
    
    
    408.3
    
    
    
    513.2
    
    
    
    64.1
    
    
    
    449.1Science Education
    
    
    131.2
    
    
    
    21.4
    
    
    
    109.8
    
    
    
    131.2
    
    
    
    16.4
    
    
    
    114.8Chemical supply agreement
    
    
    54.5
    
    
    
    25.3
    
    
    
    29.2
    
    
    
    57.5
    
    
    
    20.6
    
    
    
    36.9Other
    
    
    20.2
    
    
    
    11.1
    
    
    
    9.1
    
    
    
    19.0
    
    
    
    7.9
    
    
    
    11.1Total amortizable intangible assets
    
    
    1,457.0
    
    
    
    260.0
    
    
    
    1,197.0
    
    
    
    1,471.8
    
    
    
    202.8
    
    
    
    1,269.0Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    692.9
    
    
    
    
    
    
    
    692.9
    
    
    
    717.7
    
    
    
    
    
    
    
    717.7Total intangible assets
    
    $
    2,149.9
    
    
    $
    260.0
    
    
    $
    1,889.9
    
    
    $
    2,189.5
    
    
    $
    202.8
    
    
    $
    1,986.7
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    

September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Amortization expense
    
    $
    20.2
    
    
    $
    21.2
    
    
    $
    60.6
    
    
    $
    60.5
  8




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (4) Debt
  September 30,
    
    
    December 31,2010
    
    
    2009Senior Secured Credit Facility
    
    $
    1,427.3
    
    
    $
    1,495.310.25%/11.25% Unsecured Senior Notes due 2015
    
    
    713.0
    
    
    
    710.010.75% Unsecured Senior Subordinated Notes due 2017
    
    
    531.8
    
    
    
    541.4Compensating cash balance
    
    
    93.0
    
    
    
    105.0Capital leases
    
    
    19.6
    
    
    
    17.9Predecessor Senior Subordinated Notes
    
    
    1.0
    
    
    
    1.0Other debt
    
    
    1.1
    
    
    
    1.1Total debt
    
    
    2,786.8
    
    
    
    2,871.7Less short-term portion
    
    
    (122.5
    )
    
    
    (152.4
    )Total long-term portion
    
    $
    2,664.3
    
    
    $
    2,719.3
 (a) Senior Secured Credit Facility
     (b) Senior Notes and Senior Subordinated Notes
   9




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
  (c) Covenant Compliance
    (d) Compensating Cash Balance
  (5) Other Income (Expense), net
    10




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (6) Defined Benefit Plans
  Three Months Ended September 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    0.1
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    0.5Interest cost
    
    
    2.3
    
    
    
    2.4
    
    
    
    1.5
    
    
    
    1.5Expected return on plan assets
    
    
    (3.0
    )
    
    
    (3.0
    )
    
    
    (1.0
    )
    
    
    (0.9
    )Recognized net actuarial (gain) loss
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    0.1
    
    
    
    Net periodic pension (income) cost
    
    $
    (0.7
    )
    
    $
    (0.8
    )
    
    $
    1.1
    
    
    $
    1.1
 Nine Months Ended September 30,U.S. Retirement Plan
    
    
    German, French and UK Plans2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    0.4
    
    
    $
    0.4
    
    
    $
    1.5
    
    
    $
    1.4Interest cost
    
    
    7.0
    
    
    
    6.9
    
    
    
    4.3
    
    
    
    4.0Expected return on plan assets
    
    
    (9.0
    )
    
    
    (8.6
    )
    
    
    (2.9
    )
    
    
    (2.3
    )Recognized net actuarial (gain) loss
    
    
    (0.4
    )
    
    
    (2.2
    )
    
    
    0.3
    
    
    
    Net periodic pension (income) cost
    
    $
    (2.0
    )
    
    $
    (3.5
    )
    
    $
    3.2
    
    
    $
    3.1
  (7) Share-Based Compensation
   Balance at January 1, 2010
    
    $
    45.8Reclassifications from permanent equity, net
    
    
    4.2Reclassifications to accrued expenses upon notification of redemption
    
    
    (1.4
    )Balance at September 30, 2010
    
    $
    48.6
   11




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (8) Income Taxes
 (a) Tax
Provision and Effective Tax Rate
       (b) Uncertain Tax Positions
    12




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (9) Financial Instruments and Fair Value Measurements
   (a) Recurring Fair Value Measures
  
    
    Level 1  Quoted prices (unadjusted) in active markets for identical
assets or liabilities.
    
    Level 2  Inputs that are observable for the asset or liability,
either directly or indirectly through market corroboration, for
substantially the full term of the asset or liability.
    
    Level 3  Inputs that are unobservable for the asset or liability
based on the Companys own assumptions (about the assumptions market
participants would use in pricing the asset or liability).
  September 30,Description
    
    2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3AssetsForeign currency forward contracts
    
    $
    0.4
    
    
    $
    
    
    
    $
    0.4
    
    
    $
    LiabilitiesInterest rate swap arrangements
    
    
    43.7
    
    
    
    
    
    
    
    43.7
    
    
    
    Foreign currency forward contracts
    
    $
    0.4
    
    
    $
    
    
    
    $
    0.4
    
    
    $
    
 December 31,Description
    
    2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesInterest rate swap arrangements
    
    $
    49.8
    
    
    $
    
    
    
    $
    49.8
    
    
    $
    Foreign currency forward contracts
    
    $
    0.5
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    
   13




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (b) Debt Instruments
  September 30, 2010
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueSenior Secured Credit Facility
    
    $
    1,427.3
    
    
    $
    1,341.2
    
    
    $
    1,495.3
    
    
    $
    1,415.0Senior Notes
    
    
    713.0
    
    
    
    752.2
    
    
    
    710.0
    
    
    
    738.4Senior Subordinated Notes
    
    
    531.8
    
    
    
    503.3
    
    
    
    541.4
    
    
    
    516.0$
    2,672.1
    
    
    $
    2,596.7
    
    
    $
    2,746.7
    
    
    $
    2,669.4
  (c) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
   Foreign Currency Forward Contracts
   14




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Tabular Disclosures
  Asset Derivatives
    
    



    Liability DerivativesSeptember 30, 2010
    
    
    December 31, 2009
    
    
    September 30, 2010
    
    
    December 31, 2009Balance Sheet
    
    
    
    
    
    
    Balance 
Sheet
    
    
    
    
    
    
    Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueDerivatives
designated as
hedging instrumentsForeign currency
forward contracts
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    Accrued expenses
    
    $
    0.2
    
    
    Accrued expenses
    
    $
    0.5Derivatives not
designated as
hedging instrumentsInterest rate swap arrangements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
    
    
    43.7
    
    
    Other long-term liabilities
    
    
    49.8Foreign currency
forward contracts
    
    Other current assets
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    Accrued expenses
    
    
    0.2
    
    
    
    
    
    
    
    Total derivatives
    
    
    
    
    
    $
    0.4
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    44.1
    
    
    
    
    
    
    $
    50.3
  15




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
  Three Months Ended September 30, 2010Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Amount of Gain (Loss)
    
    
    Reclassified from Other
    
    
    Reclassified from OtherRecognized in Other
    
    
    Comprehensive Income
    
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Comprehensive Income
    
    
    into Earnings (Effective
    
    
    into Earnings (Effectiverelationships
    
    (Effective Portion)
    
    
    Portion)
    
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    Interest expense
    
    $
    (1.0
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.3
    )Foreign currency forward contracts
    
    
    
    
    
    Cost of goods sold
    
    
    (0.8
    )Total
    
    $
    
    
    
    
    
    
    
    $
    (2.1
    )
 Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Derivatives not designated as hedging instruments
    
    Recognized in Earnings
    
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    Interest expense
    
    $
    (7.7
    )Interest rate swap arrangements  unrealized
    
    Interest expense
    
    
    1.0Foreign currency forward contracts
    
    Other income (expense)
    
    
    0.2Total
    
    
    
    
    
    $
    (6.5
    )
 Three Months Ended September 30, 2009Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Amount of Gain (Loss)
    
    
    Reclassified from Other
    
    
    Reclassified from OtherRecognized in Other
    
    
    Comprehensive Income
    
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Comprehensive Income
    
    
    into Earnings (Effective
    
    
    into Earnings (Effectiverelationships
    
    (Effective Portion)
    
    
    Portion)
    
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    Interest expense
    
    $
    (1.1
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.3
    )Foreign currency forward contracts
    
    
    0.2
    
    
    Cost of goods sold
    
    
    0.2Foreign currency forward contracts
    
    
    
    
    
    Other income (expense)
    
    
    0.1Total
    
    $
    0.2
    
    
    
    
    
    
    $
    (1.1
    )
 Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Derivatives not designated as hedging instruments
    
    Recognized in Earnings
    
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    Interest expense
    
    $
    (8.7
    )Interest rate swap arrangements  unrealized
    
    Interest expense
    
    
    (2.4
    )Total
    
    
    
    
    
    $
    (11.1
    )
  16




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Nine Months Ended September 30, 2010Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Amount of Gain (Loss)
    
    
    Reclassified from Other
    
    
    Reclassified from OtherRecognized in Other
    
    
    Comprehensive Income
    
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Comprehensive Income
    
    
    into Earnings (Effective
    
    
    into Earnings (Effectiverelationships
    
    (Effective Portion)
    
    
    Portion)
    
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    Interest expense
    
    $
    (3.0
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.9
    )Foreign currency forward contracts
    
    
    (1.0
    )
    
    Cost of goods sold
    
    
    (1.0
    )Total
    
    $
    (1.0
    )
    
    
    
    
    
    $
    (4.9
    )
 Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Derivatives not designated as hedging instruments
    
    Recognized in Earnings
    
    
    Recognized in EarningsInterest rate swap arrangements  realized
    
    Interest expense
    
    $
    (23.3
    )Interest rate swap arrangements  unrealized
    
    Interest expense
    
    
    6.1Foreign currency forward contracts
    
    Other income (expense)
    
    
    (0.3
    )Total
    
    
    
    
    
    $
    (17.5
    )
 Nine Months Ended September 30, 2009Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Amount of Gain (Loss)
    
    
    Reclassified from Other
    
    
    Reclassified from OtherRecognized in Other
    
    
    Comprehensive Income
    
    
    Comprehensive IncomeDerivatives in cash flow hedging
    
    Comprehensive Income
    
    
    into Earnings (Effective
    
    
    into Earnings (Effectiverelationships
    
    (Effective Portion)
    
    
    Portion)
    
    
    Portion)Interest rate swap arrangements
    
    $
    
    
    
    Interest expense
    
    
    (3.2
    )Foreign currency forward contracts
    
    
    
    
    
    Interest expense
    
    
    (0.9
    )Foreign currency forward contracts
    
    
    (2.2
    )
    
    Cost of goods sold
    
    
    1.8Foreign currency forward contracts
    
    
    
    
    
    Other income (expense)
    
    
    0.6Total
    
    $
    (2.2
    )
    
    
    
    
    
    
    (1.7
    )
 Location of Gain (Loss)
    
    
    Amount of Gain (Loss)Derivatives not designated as hedging instruments
    

Recognized in Earnings
    
    

Recognized in EarningsInterest rate swap arrangements  realized
    
    Interest expense
    
    $
    (23.3
    )Interest rate swap arrangements  unrealized
    
    Interest expense
    
    
    (4.7
    )Total
    
    
    
    
    
    $
    (28.0
    )
   17




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
 (Unaudited)
 (d) Non-Recurring Fair Value Measures
  
    
    On September 1, 2010, the Company determined the fair value of
intangible assets related to its acquisitions of EBOS Lab and Labart;
 and
    
    On September 30, 2010, the Company determined the fair value of
indefinite-lived intangible assets of Science Education and the
fair value of the Science Education reporting unit in support of
interim tests for impairment triggered as a result of a change in
 circumstances.
  Impairment Charges Nine MonthsCarrying Value
    
    
    Ended September 30, 2010Significant Unobservable Inputs (Level 3)Acquired intangible assets  September 1, 2010
    
    $
    12.7
    
    
    Not applicableScience Education reporting unit  September 30, 2010:Indefinite-lived intangible assets
    
    
    18.7
    
    
    $
    11.3Goodwill
    
    
    
    
    
    
    36.848.1
      18




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (10) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss
    
    $
    (85.6
    )
    
    $
    (15.7
    )
    
    $
    (6.3
    )
    
    $
    (31.3
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    142.8
    
    
    
    60.1
    
    
    
    (68.6
    )
    
    
    89.4Minimum pension adjustment, net of tax (1)
    
    
    
    
    
    
    (19.1
    )
    
    
    
    
    
    
    (19.1
    )Unrealized gain (loss) on derivatives, net of tax (2)
    
    
    0.5
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (3.2
    )Amortization of realized losses on derivatives, net of tax
(3)
    
    
    0.8
    
    
    
    0.8
    
    
    
    2.4
    
    
    
    2.4Amortization of net actuarial gain, net of tax (4)
    
    
    
    
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (1.3
    )Comprehensive income (loss)
    
    $
    58.5
    
    
    $
    25.9
    
    
    $
    (72.6
    )
    
    $
    36.9
 
 (1)
    
    Minimum pension adjustment is net of taxes of $12.2 for the three and
nine months ended September 30, 2009.(2)
    
    Unrealized gain (loss) on derivatives is net of taxes of $0.3 and $0.0
for the three months ended September 30, 2010 and 2009, respectively,
and net of taxes of $1.4 for the nine months ended September 30, 2009.(3)
    
    Amortization of realized losses on derivatives is net of taxes of $0.5
and $0.6 for the three months ended September 30, 2010 and 2009,
respectively, and net of taxes of $1.5 and $1.7 for the nine months
ended September 30, 2010 and 2009, respectively.(4)
    
    Amortization of net actuarial gain is net of taxes of $0.1 for the
three months ended September 30, 2010 and 2009, and net of taxes of
$0.0 and $0.9 for the nine months ended September 30, 2010 and 2009,
respectively.  19




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (11) Commitments and Contingencies
     20




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (12) Segment Financial Information
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net salesNorth American Lab
    
    $
    525.6
    
    
    $
    507.9
    
    
    $
    1,540.9
    
    
    $
    1,511.6European Lab
    
    
    332.7
    
    
    
    344.9
    
    
    
    1,020.2
    
    
    
    1,002.2Science Education
    
    
    45.0
    
    
    
    49.3
    
    
    
    98.3
    
    
    
    105.5Total
    
    $
    903.3
    
    
    $
    902.1
    
    
    $
    2,659.4
    
    
    $
    2,619.3Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Operating income (loss)North American Lab
    
    $
    31.2
    
    
    $
    32.4
    
    
    $
    90.2
    
    
    $
    86.1European Lab
    
    
    24.4
    
    
    
    24.0
    
    
    
    71.5
    
    
    
    59.8Science Education
    
    
    (42.8
    )
    
    
    6.6
    
    
    
    (46.4
    )
    
    
    3.5Total
    
    
    12.8
    
    
    
    63.0
    
    
    
    115.3
    
    
    
    149.4Interest income
    
    
    0.3
    
    
    
    0.5
    
    
    
    1.4
    
    
    
    1.8Interest expense
    
    
    (53.6
    )
    
    
    (59.6
    )
    
    
    (157.7
    )
    
    
    (173.6
    )Other income (expense), net
    
    
    (80.7
    )
    
    
    (30.0
    )
    
    
    48.1
    
    
    
    (39.4
    )(Loss) income before income taxes
    
    $
    (121.2
    )
    
    $
    (26.1
    )
    
    $
    7.1
    
    
    $
    (61.8
    )
   21




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 (13) Condensed Consolidating Financial Information
    22




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
September 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    0.4
    
    
    $
    100.4
    
    
    $
    
    
    
    $
    100.8Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    93.0
    
    
    
    
    
    
    
    93.0Trade accounts receivable, net
    
    
    
    
    
    
    215.4
    
    
    
    280.8
    
    
    
    
    
    
    
    496.2Inventories
    
    
    
    
    
    
    142.5
    
    
    
    140.8
    
    
    
    
    
    
    
    283.3Other current assets
    
    
    
    
    
    
    24.1
    
    
    
    52.3
    
    
    
    
    
    
    
    76.4Intercompany receivables
    
    
    17.3
    
    
    
    3.3
    
    
    
    
    
    
    
    (20.6
    )
    
    
    Total current assets
    
    
    17.3
    
    
    
    385.7
    
    
    
    667.3
    
    
    
    (20.6
    )
    
    
    1,049.7Property and equipment, net
    
    
    
    
    
    
    73.6
    
    
    
    115.0
    
    
    
    
    
    
    
    188.6Goodwill
    
    
    
    
    
    
    868.7
    
    
    
    895.6
    
    
    
    
    
    
    
    1,764.3Other intangible assets, net
    
    
    
    
    
    
    1,082.1
    
    
    
    807.8
    
    
    
    
    
    
    
    1,889.9Deferred income taxes
    
    
    218.3
    
    
    
    
    
    
    
    9.6
    
    
    
    (218.3
    )
    
    
    9.6Investment in subsidiaries
    
    
    2,506.5
    
    
    
    1,700.3
    
    
    
    
    
    
    
    (4,206.8
    )
    
    
    Other assets
    
    
    35.9
    
    
    
    42.3
    
    
    
    6.1
    
    
    
    
    
    
    
    84.3Intercompany loans
    
    
    1,036.8
    
    
    
    117.6
    
    
    
    13.6
    
    
    
    (1,168.0
    )
    
    
    Total assets
    
    $
    3,814.8
    
    
    $
    4,270.3
    
    
    $
    2,515.0
    
    
    $
    (5,613.7
    )
    
    $
    4,986.4Liabilities, Redeemable
Equity Units and
Stockholders EquityCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    25.7
    
    
    $
    0.4
    
    
    $
    96.4
    
    
    $
    
    
    
    $
    122.5Accounts payable
    
    
    
    
    
    
    208.2
    
    
    
    182.5
    
    
    
    
    
    
    
    390.7Accrued expenses
    
    
    16.3
    
    
    
    55.0
    
    
    
    102.1
    
    
    
    
    
    
    
    173.4Intercompany payables
    
    
    
    
    
    
    1.7
    
    
    
    18.9
    
    
    
    (20.6
    )
    
    
    Total current liabilities
    
    
    42.0
    
    
    
    265.3
    
    
    
    399.9
    
    
    
    (20.6
    )
    
    
    686.6Long-term debt and capital
lease obligations
    
    
    2,646.4
    
    
    
    1.3
    
    
    
    16.6
    
    
    
    
    
    
    
    2,664.3Other long-term liabilities
    
    
    44.3
    
    
    
    21.5
    
    
    
    68.3
    
    
    
    
    
    
    
    134.1Deferred income taxes
    
    
    
    
    
    
    451.8
    
    
    
    249.6
    
    
    
    (218.3
    )
    
    
    483.1Intercompany loans
    
    
    63.8
    
    
    
    1,024.7
    
    
    
    79.5
    
    
    
    (1,168.0
    )
    
    
    Total liabilities
    
    
    2,796.5
    
    
    
    1,764.6
    
    
    
    813.9
    
    
    
    (1,406.9
    )
    
    
    3,968.1Redeemable equity units
    
    
    48.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48.6Total stockholders equity
    
    
    969.7
    
    
    
    2,505.7
    
    
    
    1,701.1
    
    
    
    (4,206.8
    )
    
    
    969.7Total liabilities, redeemable
equity units and
stockholders equity
    
    $
    3,814.8
    
    
    $
    4,270.3
    
    
    $
    2,515.0
    
    
    $
    (5,613.7
    )
    
    $
    4,986.4
  23




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Balance Sheet
December 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyAssetsCurrent assets:Cash and cash equivalents
    
    $
    1.3
    
    
    $
    10.1
    
    
    $
    113.0
    
    
    $
    
    
    
    $
    124.4Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    105.0
    
    
    
    
    
    
    
    105.0Trade accounts receivable, net
    
    
    
    
    
    
    190.1
    
    
    
    281.2
    
    
    
    
    
    
    
    471.3Inventories
    
    
    
    
    
    
    134.9
    
    
    
    128.7
    
    
    
    
    
    
    
    263.6Other current assets
    
    
    
    
    
    
    14.4
    
    
    
    38.5
    
    
    
    
    
    
    
    52.9Intercompany receivables
    
    
    14.8
    
    
    
    2.1
    
    
    
    
    
    
    
    (16.9
    )
    
    
    Total current assets
    
    
    16.1
    
    
    
    351.6
    
    
    
    666.4
    
    
    
    (16.9
    )
    
    
    1,017.2Property and equipment, net
    
    
    
    
    
    
    71.6
    
    
    
    119.8
    
    
    
    
    
    
    
    191.4Goodwill
    
    
    
    
    
    
    905.1
    
    
    
    927.9
    
    
    
    
    
    
    
    1,833.0Other intangible assets, net
    
    
    
    
    
    
    1,125.8
    
    
    
    860.9
    
    
    
    
    
    
    
    1,986.7Deferred income taxes
    
    
    221.9
    
    
    
    
    
    
    
    12.6
    
    
    
    (221.9
    )
    
    
    12.6Investment in subsidiaries
    
    
    2,649.7
    
    
    
    1,759.3
    
    
    
    
    
    
    
    (4,409.0
    )
    
    
    Other assets
    
    
    41.9
    
    
    
    42.2
    
    
    
    2.3
    
    
    
    
    
    
    
    86.4Intercompany loans
    
    
    1,045.3
    
    
    
    136.6
    
    
    
    19.2
    
    
    
    (1,201.1
    )
    
    
    Total assets
    
    $
    3,974.9
    
    
    $
    4,392.2
    
    
    $
    2,609.1
    
    
    $
    (5,848.9
    )
    
    $
    5,127.3Liabilities, Redeemable
Equity Units and
Stockholders EquityCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    44.3
    
    
    $
    0.4
    
    
    $
    107.7
    
    
    $
    
    
    
    $
    152.4Accounts payable
    
    
    
    
    
    
    177.9
    
    
    
    200.3
    
    
    
    
    
    
    
    378.2Accrued expenses
    
    
    2.7
    
    
    
    60.7
    
    
    
    94.8
    
    
    
    
    
    
    
    158.2Intercompany payables
    
    
    
    
    
    
    0.8
    
    
    
    16.1
    
    
    
    (16.9
    )
    
    
    Total current liabilities
    
    
    47.0
    
    
    
    239.8
    
    
    
    418.9
    
    
    
    (16.9
    )
    
    
    688.8Long-term debt and capital
lease obligations
    
    
    2,702.5
    
    
    
    1.5
    
    
    
    15.3
    
    
    
    
    
    
    
    2,719.3Other long-term liabilities
    
    
    50.4
    
    
    
    16.2
    
    
    
    68.7
    
    
    
    
    
    
    
    135.3Deferred income taxes
    
    
    
    
    
    
    448.4
    
    
    
    269.0
    
    
    
    (221.9
    )
    
    
    495.5Intercompany loans
    
    
    86.6
    
    
    
    1,037.4
    
    
    
    77.1
    
    
    
    (1,201.1
    )
    
    
    Total liabilities
    
    
    2,886.5
    
    
    
    1,743.3
    
    
    
    849.0
    
    
    
    (1,439.9
    )
    
    
    4,038.9Redeemable equity units
    
    
    45.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45.8Total stockholders equity
    
    
    1,042.6
    
    
    
    2,648.9
    
    
    
    1,760.1
    
    
    
    (4,409.0
    )
    
    
    1,042.6Total liabilities, redeemable
equity units and
stockholders equity
    
    $
    3,974.9
    
    
    $
    4,392.2
    
    
    $
    2,609.1
    
    
    $
    (5,848.9
    )
    
    $
    5,127.3
  24




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    502.7
    
    
    $
    404.3
    
    
    $
    (3.7
    )
    
    $
    903.3Cost of goods sold
    
    
    
    
    
    
    372.6
    
    
    
    277.9
    
    
    
    (3.7
    )
    
    
    646.8Gross profit
    
    
    
    
    
    
    130.1
    
    
    
    126.4
    
    
    
    
    
    
    
    256.5Selling, general and administrative
expenses
    
    
    0.8
    
    
    
    96.7
    
    
    
    104.4
    
    
    
    (6.3
    )
    
    
    195.6Impairment of goodwill and intangible
assets
    
    
    
    
    
    
    47.6
    
    
    
    0.5
    
    
    
    
    
    
    
    48.1Operating (loss) income
    
    
    (0.8
    )
    
    
    (14.2
    )
    
    
    21.5
    
    
    
    6.3
    
    
    
    12.8Interest expense, net of interest income
    
    
    (43.1
    )
    
    
    (9.2
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (53.3
    )Other income (expense), net
    
    
    (82.2
    )
    
    
    (6.8
    )
    
    
    14.6
    
    
    
    (6.3
    )
    
    
    (80.7
    )(Loss) income before income taxes and
equity in (loss) earnings of
subsidiaries
    
    
    (126.1
    )
    
    
    (30.2
    )
    
    
    35.1
    
    
    
    
    
    
    
    (121.2
    )Income tax benefit (provision)
    
    
    46.1
    
    
    
    (2.1
    )
    
    
    (8.4
    )
    
    
    
    
    
    
    35.6Equity in (loss) earnings of
subsidiaries, net of tax
    
    
    (5.6
    )
    
    
    26.7
    
    
    
    
    
    
    
    (21.1
    )
    
    
    Net (loss) income
    
    $
    (85.6
    )
    
    $
    (5.6
    )
    
    $
    26.7
    
    
    $
    (21.1
    )
    
    $
    (85.6
    )
 Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    488.3
    
    
    $
    417.6
    
    
    $
    (3.8
    )
    
    $
    902.1Cost of goods sold
    
    
    
    
    
    
    360.3
    
    
    
    285.5
    
    
    
    (3.8
    )
    
    
    642.0Gross profit
    
    
    
    
    
    
    128.0
    
    
    
    132.1
    
    
    
    
    
    
    
    260.1Selling, general and administrative
expenses
    
    
    0.8
    
    
    
    93.9
    
    
    
    107.5
    
    
    
    (5.1
    )
    
    
    197.1Operating (loss) income
    
    
    (0.8
    )
    
    
    34.1
    
    
    
    24.6
    
    
    
    5.1
    
    
    
    63.0Interest expense, net of interest income
    
    
    (48.6
    )
    
    
    (9.5
    )
    
    
    (1.0
    )
    
    
    
    
    
    
    (59.1
    )Other income (expense), net
    
    
    (31.5
    )
    
    
    1.1
    
    
    
    5.5
    
    
    
    (5.1
    )
    
    
    (30.0
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (80.9
    )
    
    
    25.7
    
    
    
    29.1
    
    
    
    
    
    
    
    (26.1
    )Income tax benefit (provision)
    
    
    29.8
    
    
    
    (10.3
    )
    
    
    (9.1
    )
    
    
    
    
    
    
    10.4Equity in earnings of subsidiaries, net
of tax
    
    
    35.4
    
    
    
    20.0
    
    
    
    
    
    
    
    (55.4
    )
    
    
    Net (loss) income
    
    $
    (15.7
    )
    
    $
    35.4
    
    
    $
    20.0
    
    
    $
    (55.4
    )
    
    $
    (15.7
    )
  25




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,435.1
    
    
    $
    1,235.2
    
    
    $
    (10.9
    )
    
    $
    2,659.4Cost of goods sold
    
    
    
    
    
    
    1,062.3
    
    
    
    843.6
    
    
    
    (10.9
    )
    
    
    1,895.0Gross profit
    
    
    
    
    
    
    372.8
    
    
    
    391.6
    
    
    
    
    
    
    
    764.4Selling, general and administrative
expenses
    
    
    2.4
    
    
    
    291.5
    
    
    
    325.9
    
    
    
    (18.8
    )
    
    
    601.0Impairment of goodwill and intangible
assets
    
    
    
    
    
    
    47.6
    
    
    
    0.5
    
    
    
    
    
    
    
    48.1Operating (loss) income
    
    
    (2.4
    )
    
    
    33.7
    
    
    
    65.2
    
    
    
    18.8
    
    
    
    115.3Interest expense, net of interest income
    
    
    (127.4
    )
    
    
    (26.4
    )
    
    
    (2.5
    )
    
    
    
    
    
    
    (156.3
    )Other income (expense), net
    
    
    46.6
    
    
    
    27.1
    
    
    
    (6.8
    )
    
    
    (18.8
    )
    
    
    48.1(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (83.2
    )
    
    
    34.4
    
    
    
    55.9
    
    
    
    
    
    
    
    7.1Income tax benefit (provision)
    
    
    35.2
    
    
    
    (35.1
    )
    
    
    (13.5
    )
    
    
    
    
    
    
    (13.4
    )Equity in earnings of subsidiaries, net
of tax
    
    
    41.7
    
    
    
    42.4
    
    
    
    
    
    
    
    (84.1
    )
    
    
    Net (loss) income
    
    $
    (6.3
    )
    
    $
    41.7
    
    
    $
    42.4
    
    
    $
    (84.1
    )
    
    $
    (6.3
    )
 Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,417.6
    
    
    $
    1,212.2
    
    
    $
    (10.5
    )
    
    $
    2,619.3Cost of goods sold
    
    
    
    
    
    
    1,054.9
    
    
    
    825.6
    
    
    
    (10.5
    )
    
    
    1,870.0Gross profit
    
    
    
    
    
    
    362.7
    
    
    
    386.6
    
    
    
    
    
    
    
    749.3Selling, general and administrative
expenses
    
    
    2.4
    
    
    
    285.2
    
    
    
    329.6
    
    
    
    (17.3
    )
    
    
    599.9Operating (loss) income
    
    
    (2.4
    )
    
    
    77.5
    
    
    
    57.0
    
    
    
    17.3
    
    
    
    149.4Interest expense, net of interest income
    
    
    (136.8
    )
    
    
    (32.0
    )
    
    
    (3.0
    )
    
    
    
    
    
    
    (171.8
    )Other income (expense), net
    
    
    (44.4
    )
    
    
    11.8
    
    
    
    10.5
    
    
    
    (17.3
    )
    
    
    (39.4
    )(Loss) income before income taxes and
equity in earnings of subsidiaries
    
    
    (183.6
    )
    
    
    57.3
    
    
    
    64.5
    
    
    
    
    
    
    
    (61.8
    )Income tax benefit (provision)
    
    
    72.3
    
    
    
    (23.2
    )
    
    
    (18.6
    )
    
    
    
    
    
    
    30.5Equity in earnings of subsidiaries, net
of tax
    
    
    80.0
    
    
    
    45.9
    
    
    
    
    
    
    
    (125.9
    )
    
    
    Net (loss) income
    
    $
    (31.3
    )
    
    $
    80.0
    
    
    $
    45.9
    
    
    $
    (125.9
    )
    
    $
    (31.3
    )
  26




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements  (Continued)
September 30, 2010
(In millions)
(Unaudited)
 Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating
activities
    
    $
    (112.1
    )
    
    $
    141.7
    
    
    $
    34.5
    
    
    $
    
    
    
    $
    64.1Cash flows from investing activities:Intercompany investing transactions
    
    
    133.0
    
    
    
    (0.3
    )
    
    
    
    
    
    
    (132.7
    )
    
    
    Acquisitions of businesses
    
    
    
    
    
    
    
    
    
    
    (33.0
    )
    
    
    
    
    
    
    (33.0
    )Capital expenditures
    
    
    
    
    
    
    (18.7
    )
    
    
    (7.6
    )
    
    
    
    
    
    
    (26.3
    )Net cash provided by (used in) investing
activities
    
    
    133.0
    
    
    
    (19.0
    )
    
    
    (40.6
    )
    
    
    (132.7
    )
    
    
    (59.3
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (133.0
    )
    
    
    0.3
    
    
    
    132.7
    
    
    
    Proceeds from debt
    
    
    110.2
    
    
    
    0.1
    
    
    
    1.5
    
    
    
    
    
    
    
    111.8Repayment of debt
    
    
    (132.6
    )
    
    
    (0.3
    )
    
    
    (1.7
    )
    
    
    
    
    
    
    (134.6
    )Other financing activities, net
    
    
    0.2
    
    
    
    0.8
    
    
    
    (0.2
    )
    
    
    
    
    
    
    0.8Net cash used in financing activities
    
    
    (22.2
    )
    
    
    (132.4
    )
    
    
    (0.1
    )
    
    
    132.7
    
    
    
    (22.0
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (6.4
    )
    
    
    
    
    
    
    (6.4
    )Net decrease in cash and cash equivalents
    
    
    (1.3
    )
    
    
    (9.7
    )
    
    
    (12.6
    )
    
    
    
    
    
    
    (23.6
    )Cash and cash equivalents beginning of period
    
    
    1.3
    
    
    
    10.1
    
    
    
    113.0
    
    
    
    
    
    
    
    124.4Cash and cash equivalents end of period
    
    $
    
    
    
    $
    0.4
    
    
    $
    100.4
    
    
    $
    
    
    
    $
    100.8
 Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating
activities
    
    $
    (127.7
    )
    
    $
    144.1
    
    
    $
    81.8
    
    
    $
    
    
    
    $
    98.2Cash flows from investing activities:Intercompany investing transactions
    
    
    165.5
    
    
    
    31.3
    
    
    
    
    
    
    
    (196.8
    )
    
    
    Capital expenditures
    
    
    
    
    
    
    (7.2
    )
    
    
    (7.9
    )
    
    
    
    
    
    
    (15.1
    )Other investing activities, net
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Net cash provided by (used in) investing
activities
    
    
    165.5
    
    
    
    24.1
    
    
    
    (7.7
    )
    
    
    (196.8
    )
    
    
    (14.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (165.5
    )
    
    
    (31.3
    )
    
    
    196.8
    
    
    
    Proceeds from debt
    
    
    263.1
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    264.2Repayment of debt
    
    
    (300.3
    )
    
    
    (0.2
    )
    
    
    (1.4
    )
    
    
    
    
    
    
    (301.9
    )Other financing activities, net
    
    
    (3.0
    )
    
    
    (5.0
    )
    
    
    
    
    
    
    
    
    
    
    (8.0
    )Net cash used in financing activities
    
    
    (40.2
    )
    
    
    (170.7
    )
    
    
    (31.6
    )
    
    
    196.8
    
    
    
    (45.7
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    4.3
    
    
    
    
    
    
    
    4.3Net (decrease) increase in cash and cash
equivalents
    
    
    (2.4
    )
    
    
    (2.5
    )
    
    
    46.8
    
    
    
    
    
    
    
    41.9Cash and cash equivalents beginning of period
    
    
    3.1
    
    
    
    8.6
    
    
    
    30.3
    
    
    
    
    
    
    
    42.0Cash and cash equivalents end of period
    
    $
    0.7
    
    
    $
    6.1
    
    
    $
    77.1
    
    
    $
    
    
    
    $
    83.9
  27




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
 Cautionary Factors Regarding Forward-Looking Statements
   
    
    actions by, and our ability to maintain existing business
relationships and practices with, suppliers, customers, carriers and
other third parties;
    
    loss of our key executive officers;
    
    our ability to consummate and integrate potential acquisitions;
    
    the effect of political, economic, credit and financial market
conditions, inflation and interest rates worldwide;
    
    the effect of changes in laws and regulations, including changes in
accounting standards, trade, tax, price controls and other regulatory
matters;
    
    increased competition from other companies in our industry and our
ability to retain or increase our market share in the principal
geographical areas in which we operate;
    
    foreign currency exchange rate fluctuations; and
    
    our ability to generate sufficient funds to meet our debt obligations,
capital expenditure program requirements, ongoing operating costs,
acquisition financing and working capital needs.
   Overview
    28




---



##### Table of Contents



Factors Affecting Our Operating Results
 General
  Impairments of Goodwill and Intangible Assets
    29




---



##### Table of Contents



Foreign Currency
    Acquisitions
  Entity/Business
    
    Product / Service
    
    
    
    BusinessAcquisition Date
    
    Name
    
    Offering
    
    Location
    
    SegmentSeptember 1, 2010
    
    Labart sp. z o.o.
(Labart)
    
    Laboratory supply
    
    Poland
    
    European LabSeptember 1, 2010
    
    Quantum Scientific,
Crown Scientific
and Global Science
(collectively EBOS
Lab)
    
    Laboratory supply
    
    Australia & New
Zealand
    
    North American LabDecember 1, 2009
    
    OneMed Lab
(OneMed)
    
    Laboratory supply
    
    Finland, Norway &
Sweden
    
    European LabOctober 1, 2009
    
    X-treme Geek
(XGeek)
    
    Internet and catalog retailer
marketing to science enthusiasts
    
    United States
    
    Science Education
   30




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##### Table of Contents



Results of Operations
 Net Sales
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Change
    
    
    
    
    
    
    
    
    
    
    Change2010
    
    
    2009
    
    
    Amount
    
    
    %
    
    
    2010
    
    
    2009
    
    
    Amount
    
    
    %North American Lab
    
    $
    525.6
    
    
    $
    507.9
    
    
    $
    17.7
    
    
    
    3.5
    %
    
    $
    1,540.9
    
    
    $
    1,511.6
    
    
    $
    29.3
    
    
    
    1.9
    %European Lab
    
    
    332.7
    
    
    
    344.9
    
    
    
    (12.2
    )
    
    
    (3.5
    )%
    
    
    1,020.2
    
    
    
    1,002.2
    
    
    
    18.0
    
    
    
    1.8
    %Science Education
    
    
    45.0
    
    
    
    49.3
    
    
    
    (4.3
    )
    
    
    (8.7
    )%
    
    
    98.3
    
    
    
    105.5
    
    
    
    (7.2
    )
    
    
    (6.8
    )%Total
    
    $
    903.3
    
    
    $
    902.1
    
    
    $
    1.2
    
    
    
    0.1
    %
    
    $
    2,659.4
    
    
    $
    2,619.3
    
    
    $
    40.1
    
    
    
    1.5
    %
       31




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##### Table of Contents



Gross Profit
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross profit
    
    $
    256.5
    
    
    $
    260.1
    
    
    $
    764.4
    
    
    $
    749.3Percentage of net sales (gross margin)
    
    
    28.4
    %
    
    
    28.8
    %
    
    
    28.7
    %
    
    
    28.6
    %
   Selling, General and Administrative Expenses
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Selling, general and administrative expenses
    
    $
    195.6
    
    
    $
    197.1
    
    
    $
    601.0
    
    
    $
    599.9Percentage of net sales
    
    
    21.7
    %
    
    
    21.8
    %
    
    
    22.6
    %
    
    
    22.9
    %
    32




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##### Table of Contents



Impairment of Goodwill and Intangible Assets
  Operating Income (Loss)
  Three Months Ended September 30,
    
    
    Nine Months Ended September 30,% of Net
    
    
    
    
    
    
    % of Net
    
    
    
    
    
    
    % of Net
    
    
    
    
    
    
    % of Net2010
    
    
    Sales
    
    
    2009
    
    
    Sales
    
    
    2010
    
    
    Sales
    
    
    2009
    
    
    SalesNorth American Lab
    
    $
    31.2
    
    
    
    5.9
    %
    
    $
    32.4
    
    
    
    6.4
    %
    
    $
    90.2
    
    
    
    5.9
    %
    
    $
    86.1
    
    
    
    5.7
    %European Lab
    
    
    24.4
    
    
    
    7.3
    %
    
    
    24.0
    
    
    
    7.0
    %
    
    
    71.5
    
    
    
    7.0
    %
    
    
    59.8
    
    
    
    6.0
    %Science Education
    
    
    (42.8
    )
    
    
    (95.1
    )%
    
    
    6.6
    
    
    
    13.4
    %
    
    
    (46.4
    )
    
    
    (47.2
    )%
    
    
    3.5
    
    
    
    3.3
    %Total
    
    $
    12.8
    
    
    
    1.4
    %
    
    $
    63.0
    
    
    
    7.0
    %
    
    $
    115.3
    
    
    
    4.3
    %
    
    $
    149.4
    
    
    
    5.7
    %
     33




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##### Table of Contents



Interest Expense, Net of Interest Income
  Other Income (Expense), Net
  Income Taxes
         34




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##### Table of Contents



Liquidity and Capital Resources
         35




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##### Table of Contents



Historical Cash Flows
 Operating Activities
  Nine Months Ended September 30,2010
    
    
    2009Cash flow from operations, excluding working capital
    
    $
    88.2
    
    
    $
    90.2Cash flow from working capital changes, net
    
    
    (24.1
    )
    
    
    8.0Cash flow from operations
    
    $
    64.1
    
    
    $
    98.2
    Investing Activities
  Financing Activities
   36




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##### Table of Contents



Contractual Obligations
  Commitments and Contingencies
  Off-Balance Sheet Arrangements
  Critical Accounting Policies
    New Accounting Standards
   37




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 ExhibitNumber
    
    Description of Documents
    
    Method of Filing31.1
    
    Certification of Principal Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    Certification of Principal Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    Certification of Principal Executive
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.32.2
    
    Certification of Principal Financial
Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002).
    
    Furnished herewith.
  38




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##### Table of Contents



Signature
  VWR FUNDING, INC.Date:      November 12, 2010
    By:
    /s/ Theresa A. BalogName:
    Theresa A. BalogTitle:
    Vice President and Corporate Controller
(Chief Accounting Officer and Duly
Authorized Officer)  39




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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.
  40