##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 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)
 Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 o þ
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE
None




---



##### 



VWR FUNDING, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 TABLE OF CONTENTS
 PART IITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    6ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    15ITEM 2. PROPERTIES
    
    
    15ITEM 3. LEGAL PROCEEDINGS
    
    
    16ITEM 4. REMOVED AND RESERVED
    
    
    16PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    16ITEM 6. SELECTED FINANCIAL DATA
    
    
    17ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    19ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    38ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    39ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
    
    
    88ITEM 9A. CONTROLS AND PROCEDURES
    
    
    88ITEM 9B. OTHER INFORMATION
    
    
    90PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    90ITEM 11. EXECUTIVE COMPENSATION
    
    
    96ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    112ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    
    116ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    119PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    120Exhibit 10.4Exhibit 10.5Exhibit 10.6Exhibit 10.11(h)Exhibit 12.1Exhibit 21.1Exhibit 24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
    i




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    BUSINESS
 Overview
        1




---



##### Table of Contents



Customers and Markets
     Products
   Services
  Distribution Network
    2




---



##### Table of Contents



Sales and Marketing
    Suppliers
     Trademarks and Trade Names
    3




---



##### Table of Contents



Competition
   Government Regulation
  Employees
  Environmental, Health and Safety Matters
    4




---



##### Table of Contents



Available Information
 www.sec.gov.
 www.vwr.com.
 Corporate Information
 www.vwr.com.
  5




---



##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
 Our business is subject to a number of important risks and uncertainties that are described below.
You should carefully consider these risks and all other information included in this Annual Report
on Form 10-K .
 Risks Related to Our Capital Structure
 Our substantial indebtedness could have a material adverse effect on our financial condition and
prevent us from fulfilling our debt or contractual obligations.
  
    
    making it more difficult for us to satisfy our debt or contractual obligations;
    
    requiring us to dedicate a substantial portion of our cash flow from operations to debt
service payments, which would reduce the funds available for working capital, capital
expenditures, investments, acquisitions and other general corporate purposes;
    
    limiting our flexibility in planning for, or reacting to, changes in our business, future
business opportunities and the industry in which we operate;
    
    placing us at a competitive disadvantage compared to any of our less leveraged competitors;
    
    increasing our vulnerability to a downturn in our business and both general and
industry-specific adverse economic conditions; and
    
    limiting our ability to obtain additional financing at a favorable cost of borrowing, or
if at all, to fund future working capital, capital expenditures, investments, acquisitions
or other general corporate requirements.
 Despite current indebtedness levels and restrictive covenants, we may incur additional indebtedness
in the future, which would intensify our leverage risks.
  Our debt agreements contain restrictions on our ability to operate our business and to pursue our
business strategies, and our failure to comply with, cure breaches of, or obtain waivers for
covenants could result in an acceleration of the due date of our indebtedness.
  
    
    incur additional indebtedness;
    
    pay dividends or make distributions in respect of our capital stock or
to make certain other restricted payments;
    
    purchase or redeem stock;
    
    make investments;
    
    create liens;
    
    sell assets and subsidiary stock;
    
    enter into transactions with affiliates; and
    
    enter into mergers, consolidations and sales of substantially all assets.
  6




---



##### Table of Contents



We may not be able to generate sufficient cash flows or access sufficient additional capital to
meet our debt obligations or to fund our other liquidity needs.
  Our ability to make payments on our debt obligations depends on our ability to receive dividends,
payments or other distributions from our subsidiaries.
  
    
    operating difficulties;
    
    increased operating costs;
    
    decreased demand for the products and services we offer;
    
    market cyclicality;
    
    product prices;
    
    the response of competitors or suppliers;
    
    regulatory developments;
    
    failure to successfully complete or integrate acquisitions; and
    
    delays in implementing or our inability to fund strategic projects.
   7




---



##### Table of Contents



A change in the control of the Company could require us to repay certain of our outstanding
indebtedness, and we may be unable to do so.
  The interests of our controlling stockholders may conflict with your interests.
  Risks Related to Our Business
 Our business is affected by general economic conditions in the United States, Europe and the other
regions in which we operate, and unfavorable global economic conditions or instability in the
capital and credit markets could adversely impact our business.
  
    
    a reduction in revenues from and/or less favorable pricing or terms with new
and existing customers;
    
    the inability to expand our customer base in existing or new markets;
    
    difficulties in collecting accounts receivable;
    
    an increase in product prices from our suppliers that we are not able to pass
through to our customers;
    
    an acceleration of payment terms to our suppliers and/or the imposition of
more restrictive credit terms and other contractual requirements;
    
    an increased risk of excess and obsolete inventory;
    
    a reduction in research and development spending by our customers, especially
those in the pharmaceutical and biotechnology industries;
    
    a decrease in the discretionary spending by schools and other customers to
which we sell products and services through our Science Education business;
    
    the inability to access additional capital or refinance existing indebtedness;
    
    a limited availability to enter into new derivative financial instruments; and
    
    the need to record additional impairment charges against our goodwill and/or
intangible and other long-lived assets.
  8




---



##### Table of Contents



The demand for our products depends on the level of our customers research and development and
other scientific endeavors. Our business, financial condition and results of operations may be
harmed if our customers discontinue, outsource and/or spend less on these activities.
   The healthcare industry has and will continue to experience significant changes that could
adversely affect our business.
  
    
    development of large and sophisticated group purchasing organizations;
    
    consolidation, especially in the case of pharmaceutical companies;
    
    purchasing the products that we supply directly from manufacturers;
    
    the closing of domestic facilities and establishment of facilities at
low-cost offshore locations; and
    
    significant reductions in and/or outsourcing of research, development
and production activities, including outsourcing to low-cost offshore
locations.
  We compete in a highly competitive market. Failure to compete successfully could have a material
adverse effect on our business, financial condition and results of operations.
   9




---



##### Table of Contents



Our business, financial condition and results of operations depend upon maintaining our
relationships with manufacturers.
     A significant part of our growth strategy is to engage in acquisitions, which will subject us to a
variety of risks that could harm our business.
  
    
    we may need to allocate substantial operational, financial and
management resources in integrating new businesses, technologies and
products, and management may encounter difficulties in integrating the
operations, personnel or systems of the acquired businesses;
    
    future acquisitions might have a material adverse effect on our
business relationships with manufacturers; in particular, to the
extent we consummate acquisitions that vertically integrate portions
of our business;
    
    we may assume substantial actual or contingent liabilities;
    
    we may incur substantial unanticipated costs or encounter other
problems associated with acquired businesses; and
    
    we may not be able to retain the key personnel, customers and
suppliers of the acquired business.
  10




---



##### Table of Contents



The international scope of our operations may adversely affect our business.
  
    
    restrictions on foreign ownership of subsidiaries;
    
    tariffs and other trade barriers and restrictions;
    
    political risks;
    
    differing laws or administrative practices;
    
    local business practices that are inconsistent with local or U.S. law, such
as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA),
or other applicable anti-bribery regulations;
    
    disruptions in the efficiency and effectiveness of, and difficulty in
overseeing and managing, operations, supply chain and certain important
administrative functions, including those that have been or in the future
may be transferred to our shared services operations;
    
    fluctuations in foreign currency exchange rates; and
    
    potentially adverse tax consequences of operating in multiple jurisdictions.
  In 2008 and 2010, we incurred, and we may in the future incur, impairment charges related to our
goodwill and intangible assets, which could negatively impact our results of operations.
     11




---



##### Table of Contents



If we do not comply with existing government regulations or if we or our suppliers become subject
to more onerous government regulations, we could be adversely affected.
   If any of our operations are found not to comply with applicable antitrust or competition laws, our
business may suffer.
  We are subject to environmental, health and safety laws and regulations, and costs to comply with
such laws and regulations, or any liability or obligation imposed under such laws or regulations,
could negatively impact our business, financial condition and results of operations.
    12




---



##### Table of Contents



We are subject to product liability and other claims in the ordinary course of business.
   If we are unable to hire, train and retain key personnel, our business, financial condition and
results of operations could be adversely affected.
   We rely upon our distribution centers and third parties to ship products to our customers, and
significant interruptions in the operations of our distribution centers or the operations of such
third parties could harm our business, financial condition and results of operations.
  Problems with or failure of our information services and its connectivity to our customers,
suppliers and certain service providers could significantly disrupt our operations, which could
reduce our customer or supplier base and could harm our business, financial condition and results
of operations.
   13




---



##### Table of Contents



We have not registered and in some cases do not own the existing applications and registrations for
our material trademarks or service marks in every country in which we do business.
   We are subject to currency risks with respect to our international operations and certain
outstanding foreign-denominated debt.
   Unanticipated increases to our income tax liabilities could adversely impact our results of
operations.
    14




---



##### Table of Contents



ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  Location
    
    Owned/Leased
    
    Size
    
    Type of FacilityArlington Heights, Illinois (1)
    
    Leased
    
    15,418 sq. ft.
    
    OfficesBatavia, Illinois (1) *
    
    Owned/Leased
    
    350,000 sq. ft.
    
    DistributionBriare, France (2)
    
    Owned/Leased
    
    358,675 sq. ft.
    
    Distribution/Repackaging and MixingBridgeport, New Jersey (1) *
    
    Owned/Leased
    
    416,766 sq. ft.
    
    DistributionBrisbane, California (1)
    
    Leased
    
    248,280 sq. ft.
    
    DistributionBruchsal, Germany (2)
    
    Owned/Leased
    
    218,906 sq. ft.
    
    DistributionBuffalo, New York (3) *
    
    Owned
    
    121,600 sq. ft.
    
    Distribution/Assembly/OfficesCoimbatore, India (1)(2)(3)
    
    Leased
    
    33,022 sq. ft.
    
    Shared ServicesDarmstadt, Germany (2)
    
    Leased
    
    58,007 sq. ft.
    
    OfficesDebrecen, Hungary (2)
    
    Leased
    
    67,188 sq. ft.
    
    Distribution/Repackaging and MixingDenver, Colorado (1)
    
    Leased
    
    130,091 sq. ft.
    
    DistributionDublin, Ireland (2)
    
    Leased
    
    77,067 sq. ft.
    
    DistributionEdmonton, Alberta, Canada (1)
    
    Leased
    
    44,449 sq. ft.
    
    DistributionFranklin, Massachusetts (1)
    
    Leased
    
    55,486 sq. ft.
    
    DistributionHaasrode, Belgium (2)
    
    Owned
    
    201,447 sq. ft.
    
    Offices/Distribution/Repackaging and MixingKarlskoga, Sweden (2)
    
    Leased
    
    129,167 sq. ft.
    
    DistributionLlinars del Vallés, Spain (2)
    
    Leased
    
    72,955 sq. ft.
    
    DistributionLutterworth, United Kingdom (2)
    
    Leased
    
    183,205 sq. ft.
    
    DistributionManati, Puerto Rico (1)
    
    Owned
    
    130,450 sq. ft.
    
    DistributionMexico City, Mexico (1)
    
    Leased
    
    63,948 sq. ft.
    
    DistributionMilan, Italy (2)
    
    Leased
    
    13,563 sq. ft.
    
    DistributionMississauga, Ontario, Canada
(1)
    
    Leased
    
    110,194 sq. ft.
    
    DistributionMorrisville, North Carolina (1)
    
    Leased
    
    17,816 sq. ft.
    
    DistributionRadnor, Pennsylvania (1)(3)
    
    Leased
    
    149,858 sq. ft.
    
    OfficesRochester, New York (3) *
    
    Owned
    
    339,600 sq. ft.
    
    Distribution/Assembly/Manufacturing/OfficesSan Dimas, California (1)
    
    Leased
    
    52,800 sq. ft.
    
    DistributionSingapore (1)(2)
    
    Leased
    
    74,034 sq. ft.
    
    DistributionSt. Catharines, Ontario,
Canada (3)
    
    Leased
    
    24,318 sq. ft.
    
    Distribution/OfficesSugar Land, Texas (1)
    
    Leased
    
    62,280 sq. ft.
    
    DistributionSuwanee, Georgia (1)
    
    Leased
    
    168,925 sq. ft.
    
    DistributionTempe, Arizona (1)
    
    Leased
    
    34,908 sq. ft.
    
    DistributionTualatin, Oregon (1)
    
    Leased
    
    56,400 sq. ft.
    
    Distribution
 
 *
    
    Subject to a mortgage lien under the Senior Secured Credit Facility.(1)
    
    North American Lab(2)
    
    European Lab(3)
    
    Science Education   15




---



##### Table of Contents



ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    REMOVED AND RESERVED
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
   Dividends
   Recent Sales and Purchases of Unregistered Equity Securities
     16




---



##### Table of Contents



ITEM 6.
    
    SELECTED FINANCIAL DATA
  Successor
    
    
    
    PredecessorJune 30 
    
    
    
    January 1 
    
    
    Year EndedYear Ended December 31,
    
    
    December 31,
    
    
    
    June 29,
    
    
    December 31,(In millions)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    
    2007
    
    
    2006Income Statement Data:Net sales
    
    $
    3,638.7
    
    
    $
    3,561.2
    
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
    
    
    $
    3,257.6Cost of goods sold
    
    
    2,599.8
    
    
    
    2,545.6
    
    
    
    2,693.8
    
    
    
    1,311.3
    
    
    
    
    1,230.1
    
    
    
    2,374.3Gross profit
    
    
    1,038.9
    
    
    
    1,015.6
    
    
    
    1,065.4
    
    
    
    511.4
    
    
    
    
    469.2
    
    
    
    883.3SG&A expenses (1)(2)(3)(4)
    
    
    853.5
    
    
    
    806.8
    
    
    
    1,253.7
    
    
    
    408.5
    
    
    
    
    408.1
    
    
    
    692.3Operating income (loss)
    
    
    185.4
    
    
    
    208.8
    
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1
    
    
    
    191.0Interest expense, net (5)
    
    
    (202.7
    )
    
    
    (224.5
    )
    
    
    (283.9
    )
    
    
    (127.4
    )
    
    
    
    (98.5
    )
    
    
    (110.4
    )Other income (expense), net (6)
    
    
    66.8
    
    
    
    (23.9
    )
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5
    
    
    
    (1.5
    )Income (loss) before taxes
    
    
    49.5
    
    
    
    (39.6
    )
    
    
    (450.1
    )
    
    
    (91.7
    )
    
    
    
    (33.9
    )
    
    
    79.1Income tax (provision) benefit
    
    
    (28.0
    )
    
    
    25.5
    
    
    
    115.5
    
    
    
    42.7
    
    
    
    
    8.3
    
    
    
    (32.7
    )Net income (loss)
    
    $
    21.5
    
    
    $
    (14.1
    )
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )
    
    $
    46.4Other Financial Data:Depreciation and amortization
    
    $
    116.5
    
    
    $
    116.6
    
    
    $
    116.1
    
    
    $
    53.2
    
    
    
    $
    19.4
    
    
    $
    41.4Capital expenditures
    
    
    41.6
    
    
    
    23.9
    
    
    
    29.7
    
    
    
    16.3
    
    
    
    
    15.7
    
    
    
    23.6Gross profit as a percentage of
net sales
    
    
    28.6
    %
    
    
    28.5
    %
    
    
    28.3
    %
    
    
    28.1
    %
    
    
    
    27.6
    %
    
    
    27.1
    %Balance Sheet Data:Cash and cash equivalents
    
    $
    142.1
    
    
    $
    124.4
    
    
    $
    42.0
    
    
    $
    45.0
    
    
    
    
    
    
    
    $
    139.4Total assets
    
    
    5,001.4
    
    
    
    5,127.3
    
    
    
    5,084.9
    
    
    
    5,615.3
    
    
    
    
    
    
    
    
    2,646.2Total debt
    
    
    2,757.7
    
    
    
    2,871.7
    
    
    
    2,815.6
    
    
    
    2,797.4
    
    
    
    
    
    
    
    
    1,723.7Total stockholders equity
    
    
    965.2
    
    
    
    1,042.6
    
    
    
    1,008.4
    
    
    
    1,407.3
    
    
    
    
    
    
    
    
    62.9
  17




---



##### Table of Contents



(1)
    
    We recognized share-based compensation expense of $3.4 million, $3.4 million, $3.8 million, $2.7 million, $9.0 million and $4.6 million for the years ended
December 31, 2010, 2009 and 2008, for the periods from June 30 through December 31, 2007 and January 1 through June 29, 2007, and for the year ended December 31,
2006, respectively.(2)
    
    During 2010 and 2008, we recognized aggregate impairment charges of $48.1 million and $392.1 million, respectively, relating to the impairment of goodwill and
intangible assets. See Note 3 included in Item 8  Financial Statements and Supplementary Data in this Annual Report on Form 10-K for more information.(3)
    
    Predecessor expenses associated with the Merger amounted to $36.8 million for the period January 1 through June 29, 2007.
These expenses consisted of investment banking, legal, accounting and advisory fees related to the
Merger.(4)
    
    We recognized charges (credits) relating to cost reduction initiatives
of $3.1 million, $11.4 million, $4.2 million, $0.3 million, $0.7
million and $(1.0) million, during the years ended December 31, 2010,
2009 and 2008, for the periods from June 30 through December 31, 2007
and January 1 through June 29, 2007, and for the year ended December
31, 2006, respectively.(5)
    
    Interest rate swap arrangements have contributed to volatility in
interest expense, net. See Note 12 included in Item 8  Financial
Statements and Supplementary Data in this Annual Report on Form 10-K
for more information.(6)
    
    As a result of the change in our capital structure related to the
Merger, we have a significant amount of foreign-denominated debt on
our U.S. dollar-denominated balance sheet. See Note 2(c) included in
Item 8  Financial Statements and Supplementary Data in this Annual
Report on Form 10-K for more information.  18




---



##### Table of Contents



ITEM
7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Cautionary Factors Regarding Forward-Looking Statements
   
    
    managements forecasts, plans and strategies;
    
    managements general expectations concerning the global laboratory
supply industry;
    
    efficiencies and cost savings;
    
    the economy;
    
    sales, income and margins;
    
    growth;
    
    economies of scale;
    
    future acquisitions and dispositions;
    
    litigation;
    
    potential and contingent liabilities;
    
    taxes; and
    
    capital markets and liquidity.
  
    
    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 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 shares in the principal
geographical areas in which we operate;
    
    foreign currency exchange rate fluctuations; and
    
    our ability to generate sufficient funds to meet our debt obligations,
capital expenditure program requirements, ongoing operating costs,
acquisition financing and working capital needs.
  19




---



##### Table of Contents



Overview
   
    
    volatility in customer spending with reductions in spending pronounced during the latter
part of 2008 and in 2009 due, in part, to a general deterioration of global economic
conditions, especially with respect to (i) certain of our customers in the
pharmaceutical industry, which initiated restructuring of research functions resulting
in workforce reductions, facility closures and budget reductions; (ii) certain of our
customers in the biotechnology industry, which experienced increased economic and
liquidity pressures; and (iii) certain of our customers in the primary and secondary
educational market, which experienced, and for the most part continue to experience,
budget reductions and/or funding deficits;
    
    our recognition of non-cash impairment charges during 2010 and 2008 associated with
goodwill and intangible assets, primarily as a result of macroeconomic and
industry-specific factors;
    
    changes in foreign currency exchange rates as well as changes in variable interest rates;
    
    acquisitions of certain businesses; and
    
    foreign currency translation, including our recognition of net unrealized translation
gains (losses) on certain portions of our debt.
 Strategy
  Increase Productivity and Profitability.
 Expand Global Presence.
 Targeted Acquisitions and Efficient Integration.
 Improve Sourcing Strategy.
  20




---



##### Table of Contents



Increase Sales of Private Label Products.
 Factors Affecting Our Operating Results
 General
  Impairments of Goodwill and Intangible Assets
      Foreign Currency
     21




---



##### Table of Contents



Recent Acquisitions
  Acquisition
    
    
    
    Product / Service
    
    
    
    BusinessDate
    
    Entity 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 and technology enthusiasts
    
    United States
    
    Science EducationOctober 1, 2008
    
    Omnilab AG (Omnilab)
    
    Laboratory supply
    
    Switzerland
    
    European LabAugust 1, 2008
    
    Spektrum-3D Kft (Spektrum)
    
    Laboratory supply
    
    Hungary
    
    European LabApril 1, 2008
    
    Jencons (Scientific) Limited (Jencons)
    
    Laboratory supply
    
    United Kingdom
    
    European Lab
   Seasonality and Inflation
   Components of Revenues and Expenses
    22




---



##### Table of Contents



Results of Operations
 2010 Compared With 2009
 Net Sales
  Year Ended December 31,2010
    
    
    % Change
    
    
    2009North American Lab
    
    $
    2,081.0
    
    
    
    3.2
    %
    
    $
    2,017.0European Lab
    
    
    1,430.0
    
    
    
    1.6
    %
    
    
    1,407.2Science Education
    
    
    127.7
    
    
    
    (6.8
    )%
    
    
    137.0Total
    
    $
    3,638.7
    
    
    
    2.2
    %
    
    $
    3,561.2
      23




---



##### Table of Contents



Gross Profit
  Year Ended December 31,2010
    
    
    2009Gross profit
    
    $
    1,038.9
    
    
    $
    1,015.6Percentage of net sales (gross margin)
    
    
    28.6
    %
    
    
    28.5
    %
   SG&A Expenses
  Year Ended December 31,2010
    
    
    2009SG&A expenses
    
    $
    805.4
    
    
    $
    806.8Percentage of net sales
    
    
    22.1
    %
    
    
    22.7
    %
   Impairment of Goodwill and Intangible Assets
   24




---



##### Table of Contents



Operating Income (Loss)
  Year Ended December 31,% of
    
    
    
    
    
    
    % of2010
    
    
    Net Sales
    
    
    2009
    
    
    Net SalesOperating income (loss):North American Lab
    
    $
    122.3
    
    
    
    5.9
    %
    
    $
    113.7
    
    
    
    5.6
    %European Lab
    
    
    111.7
    
    
    
    7.8
    %
    
    
    93.1
    
    
    
    6.6
    %Science Education
    
    
    (48.6
    )
    
    
    (38.1
    )%
    
    
    2.0
    
    
    
    1.5
    %Total
    
    $
    185.4
    
    
    
    5.1
    %
    
    $
    208.8
    
    
    
    5.9
    %
  Impairment of
    
    
    Foreign2009
    
    
    goodwill &
    
    
    currency and
    
    
    Other
    
    
    2010operating
    
    
    intangible
    
    
    the
    
    
    (explained
    
    
    operatingincome
    
    
    assets
    
    
    Acquisitions
    
    
    below)
    
    
    income (loss)North American Lab
    
    $
    113.7
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    8.1
    
    
    $
    122.3European Lab
    
    
    93.1
    
    
    
    
    
    
    
    (1.2
    )
    
    
    19.8
    
    
    
    111.7Science Education
    
    
    2.0
    
    
    
    (48.1
    )
    
    
    
    
    
    
    (2.5
    )
    
    
    (48.6
    )$
    208.8
    
    
    $
    (48.1
    )
    
    $
    (0.7
    )
    
    $
    25.4
    
    
    $
    185.4
    Interest Expense, Net of Interest Income
   25




---



##### Table of Contents



Other Income (Expense), Net
  Income Taxes
     2009 Compared With 2008
 Net Sales
  Year Ended December 31,2009
    
    
    % Change
    
    
    2008North American Lab
    
    $
    2,017.0
    
    
    
    (3.6
    )%
    
    $
    2,092.2European Lab
    
    
    1,407.2
    
    
    
    (6.4
    )%
    
    
    1,503.4Science Education
    
    
    137.0
    
    
    
    (16.3
    )%
    
    
    163.6Total
    
    $
    3,561.2
    
    
    
    (5.3
    )%
    
    $
    3,759.2
     26




---



##### Table of Contents



Gross Profit
  Year Ended December 31,2009
    
    
    2008Gross profit
    
    $
    1,015.6
    
    
    $
    1,065.4Percentage of net sales (gross margin)
    
    
    28.5
    %
    
    
    28.3
    %
   SG&A Expenses
  Year Ended December 31,2009
    
    
    2008SG&A expenses
    
    $
    806.8
    
    
    $
    861.6Percentage of net sales
    
    
    22.7
    %
    
    
    22.9
    %
    27




---



##### Table of Contents



Impairment of Goodwill and Intangible Assets
  Operating Income (Loss)
  Year Ended December 31,% of
    
    
    
    
    
    
    % of2009
    
    
    Net Sales
    
    
    2008
    
    
    Net SalesOperating income (loss):North American Lab
    
    $
    113.7
    
    
    
    5.6
    %
    
    $
    (95.3
    )
    
    
    (4.6
    )%European Lab
    
    
    93.1
    
    
    
    6.6
    %
    
    
    2.8
    
    
    
    0.2
    %Science Education
    
    
    2.0
    
    
    
    1.5
    %
    
    
    (95.8
    )
    
    
    (58.6
    )%$
    208.8
    
    
    
    5.9
    %
    
    $
    (188.3
    )
    
    
    (5.0
    )%
  2008
    
    
    Impairment of
    
    
    Foreign currencyoperating
    
    
    goodwill &
    
    
    and the 2009/2008
    
    
    Other (explained
    
    
    2009 operatingincome (loss)
    
    
    intangible assets
    
    
    Acquisitions
    
    
    below)
    
    
    income (loss)North American Lab
    
    $
    (95.3
    )
    
    $
    202.1
    
    
    $
    (1.2
    )
    
    $
    8.1
    
    
    $
    113.7European Lab
    
    
    2.8
    
    
    
    88.0
    
    
    
    (0.5
    )
    
    
    2.8
    
    
    
    93.1Science Education
    
    
    (95.8
    )
    
    
    102.0
    
    
    
    
    
    
    
    (4.2
    )
    
    
    2.0$
    (188.3
    )
    
    $
    392.1
    
    
    $
    (1.7
    )
    
    $
    6.7
    
    
    $
    208.8
    28




---



##### Table of Contents



Interest Expense, Net of Interest Income
  Other Income (Expense), Net
  Income Taxes
     Liquidity and Capital Resources
    29




---



##### Table of Contents



Historical Cash Flows
 Operating Activities
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash flow from operations, excluding working capital
    
    $
    130.6
    
    
    $
    133.9
    
    
    $
    45.5Cash flow from working capital changes, net
    
    
    (8.3
    )
    
    
    35.1
    
    
    
    (36.8
    )Cash flow from operations
    
    $
    122.3
    
    
    $
    169.0
    
    
    $
    8.7
  30




---



##### Table of Contents



Investing Activities
   Financing Activities
    31




---



##### Table of Contents



Schedule of Contractual Obligations
  Total
    
    
    < 1 year
    
    
    1 - 3 years
    
    
    3 - 5 years
    
    
    > 5 yearsSenior Secured Credit Facility  term
loans
    
    $
    1,388.8
    
    
    $
    7.4
    
    
    $
    28.4
    
    
    $
    1,353.0
    
    
    $
    Senior Secured Credit Facility 
revolving facility
    
    
    21.2
    
    
    
    21.2
    
    
    
    
    
    
    
    
    
    
    
    Senior Notes due 2015
    
    
    713.0
    
    
    
    
    
    
    
    
    
    
    
    713.0
    
    
    
    Senior Subordinated Notes due 2017
    
    
    528.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528.2Predecessor Senior Subordinated Notes
due 2014
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    Interest (1)
    
    
    927.1
    
    
    
    186.7
    
    
    
    374.1
    
    
    
    281.1
    
    
    
    85.2Capital leases (2)
    
    
    19.2
    
    
    
    2.5
    
    
    
    5.5
    
    
    
    4.2
    
    
    
    7.0Operating leases (2)
    
    
    157.0
    
    
    
    32.6
    
    
    
    43.6
    
    
    
    22.3
    
    
    
    58.5Compensating cash balance and other
debt (3)
    
    
    86.3
    
    
    
    86.3
    
    
    
    
    
    
    
    
    
    
    
    Underfunded pension obligations (4)
    
    
    53.1
    
    
    
    1.9
    
    
    
    4.4
    
    
    
    4.7
    
    
    
    42.1Total
    
    $
    3,894.9
    
    
    $
    338.6
    
    
    $
    456.0
    
    
    $
    2,379.3
    
    
    $
    721.0
 
 (1)
    
    For purposes of calculating interest above, interest rates and effects of foreign currency on the
Senior Secured Credit Facility, the Senior Subordinated Notes and our interest rate swap
arrangements were assumed to be unchanged from December 31, 2010. In addition, outstanding amounts
under our multi-currency revolving loan facility, a component of our Senior Secured Credit
Facility, were assumed to remain outstanding through the remaining term of the multi-currency
revolving loan facility (2013).(2)
    
    See Notes 8 and 13 in Item 8  Financial Statements and
Supplementary Data of this Annual Report on Form 10-K, for more
information on our lease commitments.(3)
    
    Our compensating cash balance represents bank overdraft positions of
subsidiaries participating in our global cash pooling arrangement with
a third-party bank. Due to the nature of these overdrafts, all amounts
have been classified within the short-term portion of debt at each
period end. As of December 31, 2010, our compensating cash balance was
$85.4 million.(4)
    
    The amounts in the table reflect estimated cash payments to be made by
the Company over the next five years and thereafter with respect to
certain underfunded pension obligations. These pension obligations are
included in other long-term liabilities on our balance sheet as of
December 31, 2010.    32




---



##### Table of Contents



Indebtedness
  Senior Secured Credit Facility.
     Senior Notes and Senior Subordinated Notes
   33




---



##### Table of Contents



Interest Rate Swap Arrangements.
   Compensating Cash Balance.
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
   34




---



##### Table of Contents



Goodwill and Intangible Assets.
     st
   2010 Assessments
   35




---



##### Table of Contents



2009 and 2008 Assessments
  Interest Rate Swap Valuations.
  36




---



##### Table of Contents



Accounts Receivable and Reserves.
 Inventories.
 Rebates from Suppliers.
 Agreements with Customers.
 Product Liability.
 Pension Plans.
 Income Taxes.
    37




---



##### Table of Contents



Estimates and Other Accounting Policies.
 New Accounting Standards
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
  Foreign Currency Exchange Rate Risk
     38




---



##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  PageVWR FUNDING, INC. AND SUBSIDIARIESReport of Independent Registered Public Accounting Firm
    
    
    40Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    41Consolidated Statements of Operations for the years ended December 31, 2010, 2009, and 2008
    
    
    42Consolidated Statements of Stockholders Equity and Other Comprehensive Income (Loss) for
the years ended December 31, 2010, 2009, and 2008
    
    
    43Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008
    
    
    44Notes to Consolidated Financial Statements
    
    
    45Schedule II  Valuation and Qualifying Accounts for the years ended December 31, 2010,
2009, and 2008
    
    
    126
  39




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
 
  40




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Balance Sheets
(In millions, except share data)
 December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    142.1
    
    
    $
    124.4Compensating cash balance
    
    
    85.4
    
    
    
    105.0Trade accounts receivable, less reserves of $9.1 and $10.8, respectively
    
    
    512.0
    
    
    
    471.3Other receivables
    
    
    45.2
    
    
    
    28.9Inventories
    
    
    293.0
    
    
    
    263.6Other current assets
    
    
    28.4
    
    
    
    24.0Total current assets
    
    
    1,106.1
    
    
    
    1,017.2Property and equipment, net
    
    
    194.2
    
    
    
    191.4Goodwill
    
    
    1,757.1
    
    
    
    1,833.0Other intangible assets, net
    
    
    1,858.2
    
    
    
    1,986.7Deferred income taxes
    
    
    9.8
    
    
    
    12.6Other assets
    
    
    76.0
    
    
    
    86.4Total assets
    
    $
    5,001.4
    
    
    $
    5,127.3Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    117.4
    
    
    $
    152.4Accounts payable
    
    
    406.0
    
    
    
    378.2Accrued expenses
    
    
    206.5
    
    
    
    158.2Total current liabilities
    
    
    729.9
    
    
    
    688.8Long-term debt and capital lease obligations
    
    
    2,640.3
    
    
    
    2,719.3Other long-term liabilities
    
    
    137.2
    
    
    
    135.3Deferred income taxes
    
    
    478.8
    
    
    
    495.5Total liabilities
    
    
    3,986.2
    
    
    
    4,038.9Redeemable equity units
    
    
    50.0
    
    
    
    45.8Commitments and contingences (Note 13)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized, issued and
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,361.2
    
    
    
    1,361.7Accumulated deficit
    
    
    (376.2
    )
    
    
    (397.7
    )Accumulated other comprehensive (loss) income
    
    
    (19.8
    )
    
    
    78.6Total stockholders equity
    
    
    965.2
    
    
    
    1,042.6Total liabilities, redeemable equity units and stockholders equity
    
    $
    5,001.4
    
    
    $
    5,127.3
   41




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Operations
(In millions)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Net sales
    
    $
    3,638.7
    
    
    $
    3,561.2
    
    
    $
    3,759.2Cost of goods sold
    
    
    2,599.8
    
    
    
    2,545.6
    
    
    
    2,693.8Gross profit
    
    
    1,038.9
    
    
    
    1,015.6
    
    
    
    1,065.4Selling, general and administrative expenses
    
    
    805.4
    
    
    
    806.8
    
    
    
    861.6Impairments of goodwill and intangible assets
    
    
    48.1
    
    
    
    
    
    
    
    392.1Operating income (loss)
    
    
    185.4
    
    
    
    208.8
    
    
    
    (188.3
    )Interest income
    
    
    1.9
    
    
    
    2.3
    
    
    
    5.7Interest expense
    
    
    (204.6
    )
    
    
    (226.8
    )
    
    
    (289.6
    )Other income (expense), net
    
    
    66.8
    
    
    
    (23.9
    )
    
    
    22.1Income (loss) before income taxes
    
    
    49.5
    
    
    
    (39.6
    )
    
    
    (450.1
    )Income tax (provision) benefit
    
    
    (28.0
    )
    
    
    25.5
    
    
    
    115.5Net income (loss)
    
    $
    21.5
    
    
    $
    (14.1
    )
    
    $
    (334.6
    )
   42




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Stockholders Equity and Other Comprehensive Income (Loss)
(In millions, except share data)
 For the Years Ended December 31, 2010, 2009, and 2008
 AccumulatedAdditional
    
    
    
    
    
    
    otherCommon stock
    
    
    paid-in
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalBalance at January 1, 2008
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.2
    
    
    $
    (49.0
    )
    
    $
    96.1
    
    
    $
    1,407.3Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    
    
    
    
    
    
    
    
    2.3Share-based compensation expense associated with our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    3.8
    
    
    
    
    
    
    
    
    
    
    
    3.8Reclassifications of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (5.9
    )
    
    
    
    
    
    
    
    
    
    
    (5.9
    )Comprehensive (loss) income (Note 2(r)):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (334.6
    )
    
    
    
    
    
    
    (334.6
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64.5
    )
    
    
    (64.5
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (399.1
    )Balance at December 31, 2008
    
    
    1,000
    
    
    
    
    
    
    
    1,360.4
    
    
    
    (383.6
    )
    
    
    31.6
    
    
    
    1,008.4Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    1.4Share-based compensation expense associated with our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    3.4
    
    
    
    
    
    
    
    
    
    
    
    3.4Reclassifications of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (3.5
    )
    
    
    
    
    
    
    
    
    
    
    (3.5
    )Comprehensive (loss) income (Note 2(r)):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14.1
    )
    
    
    
    
    
    
    (14.1
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47.0
    
    
    
    47.0Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32.9Balance at December 31, 2009
    
    
    1,000
    
    
    
    
    
    
    
    1,361.7
    
    
    
    (397.7
    )
    
    
    78.6
    
    
    
    1,042.6Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.7Share-based compensation expense associated with our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    3.4
    
    
    
    
    
    
    
    
    
    
    
    3.4Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (5.6
    )
    
    
    
    
    
    
    
    
    
    
    (5.6
    )Comprehensive income (loss) (Note 2(r)):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.5
    
    
    
    
    
    
    
    21.5Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98.4
    )
    
    
    (98.4
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76.9
    )Balance at December 31, 2010
    
    
    1,000
    
    
    $
    
    
    
    $
    1,361.2
    
    
    $
    (376.2
    )
    
    $
    (19.8
    )
    
    $
    965.2
   43




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
(In millions)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    21.5
    
    
    $
    (14.1
    )
    
    $
    (334.6
    )Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    116.5
    
    
    
    116.6
    
    
    
    116.1Net unrealized translation (gain) loss
    
    
    (65.1
    )
    
    
    26.5
    
    
    
    (30.1
    )Net unrealized (gain) loss on interest rate swaps
    
    
    (14.6
    )
    
    
    (0.1
    )
    
    
    35.4Impairments of goodwill and intangible assets
    
    
    48.1
    
    
    
    
    
    
    
    392.1Non-cash payment-in-kind interest accretion
    
    
    3.0
    
    
    
    43.0
    
    
    
    Non-cash equity compensation expense
    
    
    3.4
    
    
    
    3.4
    
    
    
    3.8Amortization of debt issuance costs
    
    
    9.6
    
    
    
    9.6
    
    
    
    9.6Deferred income tax provision (benefit)
    
    
    1.2
    
    
    
    (58.4
    )
    
    
    (150.9
    )Other, net
    
    
    7.0
    
    
    
    7.4
    
    
    
    4.1Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    (49.9
    )
    
    
    12.2
    
    
    
    (11.7
    )Inventories
    
    
    (34.2
    )
    
    
    30.2
    
    
    
    2.4Other current and non-current assets
    
    
    (20.2
    )
    
    
    (4.3
    )
    
    
    (0.1
    )Accounts payable
    
    
    41.0
    
    
    
    18.1
    
    
    
    (22.3
    )Accrued expenses and other liabilities
    
    
    55.0
    
    
    
    (21.1
    )
    
    
    (5.1
    )Net cash provided by operating activities
    
    
    122.3
    
    
    
    169.0
    
    
    
    8.7Cash flows from investing activities:Acquisitions of businesses and other intangible assets
    
    
    (32.8
    )
    
    
    (17.9
    )
    
    
    (54.2
    )Capital expenditures
    
    
    (41.6
    )
    
    
    (23.9
    )
    
    
    (29.7
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    3.7
    
    
    
    9.0Net cash used in investing activities
    
    
    (74.4
    )
    
    
    (38.1
    )
    
    
    (74.9
    )Cash flows from financing activities:Proceeds from debt
    
    
    115.0
    
    
    
    268.3
    
    
    
    381.7Repayment of debt
    
    
    (138.2
    )
    
    
    (309.8
    )
    
    
    (319.2
    )Net change in bank overdrafts
    
    
    (18.9
    )
    
    
    (0.1
    )
    
    
    14.7Net change in compensating cash balance
    
    
    19.6
    
    
    
    (4.3
    )
    
    
    (13.3
    )Proceeds from equity incentive plans
    
    
    1.7
    
    
    
    1.4
    
    
    
    2.3Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (1.2
    )Repurchase of redeemable equity units
    
    
    (1.5
    )
    
    
    (6.6
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (22.3
    )
    
    
    (51.1
    )
    
    
    65.0Effect of exchange rate changes on cash
    
    
    (7.9
    )
    
    
    2.6
    
    
    
    (1.8
    )Net increase (decrease) in cash and cash equivalents
    
    
    17.7
    
    
    
    82.4
    
    
    
    (3.0
    )Cash and cash equivalents beginning of period
    
    
    124.4
    
    
    
    42.0
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    142.1
    
    
    $
    124.4
    
    
    $
    42.0
   44




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(In millions, except share data)
 (1) Background and Nature of Operations
      (2) Summary of Significant Accounting Policies
 (a) Use of Estimates
  (b) Principles of Consolidation
   45




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (c) Foreign Currency Translation
    Year Ended December 31,2010
    
    
    2009
    
    
    2008Exchange gains (losses), net
    
    $
    66.8
    
    
    $
    (23.9
    )
    
    $
    22.1
  (d) Cash and Cash Equivalents
   (e) Trade Accounts Receivable
    46




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (f) Inventories
  December 31,2010
    
    
    2009Percent using LIFO method
    
    
    54
    %
    
    
    55
    %Amount less than current cost
    
    $
    11.4
    
    
    $
    9.9
 (g) Property and Equipment
  (h) Impairment of Long-Lived Assets
  (i) Goodwill and Intangible Assets
     st
  47




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  (j) Advertising
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Advertising expense
    
    $
    21.8
    
    
    $
    21.8
    
    
    $
    24.9
 (k) Revenue Recognition
    (l) Income Taxes
    48




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (m) Insurance
  (n) Pensions and Other Postretirement Plans
  (o) Share-Based Compensation
  (p) Financial Instruments and Derivatives
  (q) Asset Retirement Obligations
   49




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (r) Comprehensive (Loss) Income
  December 31,2010
    
    
    2009Foreign currency translation adjustments
    
    $
    (12.6
    )
    
    $
    78.5Realized loss on derivatives, net of taxes of $3.9 and $5.9
    
    
    (7.3
    )
    
    
    (10.5
    )Unrealized loss on derivatives, net of taxes of $0.4 in 2010
    
    
    (1.0
    )
    
    
    (0.2
    )Retirement benefit plans, net of taxes of $4.2 and $9.1
    
    
    1.1
    
    
    
    10.8$
    (19.8
    )
    
    $
    78.6
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    21.5
    
    
    $
    (14.1
    )
    
    $
    (334.6
    )Other comprehensive (loss) income:Foreign currency translation adjustments
    
    
    (91.1
    )
    
    
    68.4
    
    
    
    (107.2
    )Benefit plan adjustments, net of tax(1)
    
    
    (9.7
    )
    
    
    (19.6
    )
    
    
    32.1Unrealized (loss) gain on derivatives, net of tax(2)
    
    
    (0.8
    )
    
    
    (3.7
    )
    
    
    8.7Amortization of realized losses on derivatives, net of tax(3)
    
    
    3.2
    
    
    
    3.2
    
    
    
    1.9Amortization of net actuarial gain, net of tax(4)
    
    
    
    
    
    
    (1.3
    )
    
    
    Comprehensive (loss) income
    
    $
    (76.9
    )
    
    $
    32.9
    
    
    $
    (399.1
    )
 
 (1)
    
    Benefit plan adjustments are net of taxes of $4.9, $12.4, and $22.0 for the years ended December 31, 2010,
2009, and 2008, respectively.(2)
    
    Unrealized (loss) gain on derivatives is net of taxes of $0.4, $1.5,
and $5.5 for the years ended December 31, 2010, 2009, and 2008,
respectively.(3)
    
    Amortization of realized losses on derivatives is net of taxes of
$2.0, $2.2, and $1.5 for the years ended December 31, 2010, 2009, and
2008, respectively.(4)
    
    Amortization of net actuarial gain is net of taxes of $0.9 for the
year ended December 31, 2009. (s) Supplemental Cash Flow Information
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash paid for interest
    
    $
    167.2
    
    
    $
    200.7
    
    
    $
    242.8Cash paid for income taxes, net
    
    
    24.1
    
    
    
    32.7
    
    
    
    28.1
   50




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (t) New Accounting Standards
  Fair Value Measurements and Disclosures
   Revenue Recognition
  (3) Impairments of Goodwill and Intangible Assets
  (a) 2010 Assessments
 Annual Assessment
 Interim Assessments
  51




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
   (b) 2009 Assessments
 Annual Assessment
 Interim Assessments
   (c) 2008 Assessments
   52




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
   North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalAsset category:Indefinite-lived intangible assets
    
    $
    106.6
    
    
    $
    88.0
    
    
    $
    39.0
    
    
    $
    233.6Goodwill
    
    
    95.5
    
    
    
    
    
    
    
    63.0
    
    
    
    158.5Total impairment charges
    
    $
    202.1
    
    
    $
    88.0
    
    
    $
    102.0
    
    
    $
    392.1
 (4) Goodwill and Other Intangible Assets
  North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2009:Goodwill
    
    $
    1,011.2
    
    
    $
    832.5
    
    
    $
    99.5
    
    
    $
    1,943.2Accumulated impairment losses
    
    
    (95.5
    )
    
    
    
    
    
    
    (63.0
    )
    
    
    (158.5
    )915.7
    
    
    
    832.5
    
    
    
    36.5
    
    
    
    1,784.7Acquisitions (Note 5)
    
    
    
    
    
    
    4.6
    
    
    
    
    
    
    
    4.6Currency translation changes
    
    
    9.4
    
    
    
    29.9
    
    
    
    
    
    
    
    39.3Other
    
    
    4.8
    
    
    
    (0.4
    )
    
    
    
    
    
    
    4.4Balance at December 31, 2009:Goodwill
    
    
    1,025.4
    
    
    
    866.6
    
    
    
    99.5
    
    
    
    1,991.5Accumulated impairment losses
    
    
    (95.5
    )
    
    
    
    
    
    
    (63.0
    )
    
    
    (158.5
    )929.9
    
    
    
    866.6
    
    
    
    36.5
    
    
    
    1,833.0Acquisitions (Note 5)
    
    
    13.3
    
    
    
    1.6
    
    
    
    
    
    
    
    14.9Goodwill impairment charges (Note 3)
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    (36.8
    )Currency translation changes
    
    
    4.3
    
    
    
    (60.8
    )
    
    
    
    
    
    
    (56.5
    )Other
    
    
    1.2
    
    
    
    1.0
    
    
    
    0.3
    
    
    
    2.5Balance at December 31, 2010:Goodwill
    
    
    1,044.2
    
    
    
    808.4
    
    
    
    99.8
    
    
    
    1,952.4Accumulated impairment losses
    
    
    (95.5
    )
    
    
    
    
    
    
    (99.8
    )
    
    
    (195.3
    )$
    948.7
    
    
    $
    808.4
    
    
    $
    
    
    
    $
    1,757.1
   53




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  December 31, 2010
    
    
    December 31, 2009Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountAmortizable intangible assets:Customer relationships:North American Lab
    
    $
    765.8
    
    
    $
    132.3
    
    
    $
    633.5
    
    
    $
    750.9
    
    
    $
    93.8
    
    
    $
    657.1European Lab
    
    
    478.2
    
    
    
    84.7
    
    
    
    393.5
    
    
    
    513.2
    
    
    
    64.1
    
    
    
    449.1Science Education
    
    
    131.2
    
    
    
    23.1
    
    
    
    108.1
    
    
    
    131.2
    
    
    
    16.4
    
    
    
    114.8Chemical supply agreement
    
    
    53.4
    
    
    
    26.7
    
    
    
    26.7
    
    
    
    57.5
    
    
    
    20.6
    
    
    
    36.9Other
    
    
    16.6
    
    
    
    9.1
    
    
    
    7.5
    
    
    
    19.0
    
    
    
    7.9
    
    
    
    11.1Total amortizable intangible assets
    
    
    1,445.2
    
    
    
    275.9
    
    
    
    1,169.3
    
    
    
    1,471.8
    
    
    
    202.8
    
    
    
    1,269.0Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    688.9
    
    
    
    
    
    
    
    688.9
    
    
    
    717.7
    
    
    
    
    
    
    
    717.7Total intangible assets
    
    $
    2,134.1
    
    
    $
    275.9
    
    
    $
    1,858.2
    
    
    $
    2,189.5
    
    
    $
    202.8
    
    
    $
    1,986.7
    Year Ended December 31,2010
    
    
    2009
    
    
    2008Amortization expense
    
    $
    81.6
    
    
    $
    81.6
    
    
    $
    82.4
  Year ended December 31:2011
    
    $
    82.22012
    
    
    80.52013
    
    
    78.52014
    
    
    74.52015
    
    
    70.5Thereafter
    
    
    783.1$
    1,169.3
  54




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (5) Acquisitions
  
    
    On April 1, 2008, we acquired Jencons (Scientific) Limited
(Jencons), a scientific laboratory supply distributor. Based in the
UK, Jencons also has operations in Ireland, Kenya and the United
States.
 
    
    On August 1, 2008, we acquired Spektrum-3D Kft (Spektrum), a
Hungarian-based scientific laboratory supply distributor.
 
    
    On October 1, 2008, we acquired Omnilab AG (Omnilab), a Swiss
scientific laboratory supply distributor.
 
    
    On October 1, 2009, we acquired X-treme Geek (XGeek), a domestic
internet-based retailer offering high-tech gadgets and accessories to
the technically inclined.
 
    
    On December 1, 2009, we acquired OneMed Lab (OneMed), a scientific
laboratory supply distributor operating in Finland, Norway and Sweden.
 
    
    On September 1, 2010, we acquired the scientific distribution
businesses of EBOS Group Limited (collectively EBOS Lab). EBOS 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), a
scientific laboratory supply distributor operating in Poland.
  Purchase price
    
    $
    103.4Net tangible assets acquired
    
    
    (7.6
    )Intangible assets acquired, other than goodwill
    
    
    (43.4
    )Goodwill
    
    $
    52.4
   55




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (6) Property and Equipment
  December 31,2010
    
    
    2009Land
    
    $
    18.4
    
    
    $
    16.6Buildings and improvements
    
    
    116.2
    
    
    
    112.2Equipment and computer software
    
    
    152.9
    
    
    
    128.7Capital additions in process
    
    
    9.4
    
    
    
    13.4296.9
    
    
    
    270.9Less accumulated depreciation
    
    
    (102.7
    )
    
    
    (79.5
    )Property and equipment, net
    
    $
    194.2
    
    
    $
    191.4
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Depreciation expense
    
    $
    34.9
    
    
    $
    35.0
    
    
    $
    33.7
 (7) Accrued Expenses
  December 31,2010
    
    
    2009Other accrued expenses
    
    $
    89.1
    
    
    $
    69.1Employee-related accruals
    
    
    61.1
    
    
    
    63.8Accrued interest
    
    
    33.9
    
    
    
    0.2Deferred income taxes
    
    
    8.6
    
    
    
    12.0Income taxes payable
    
    
    11.8
    
    
    
    8.2Cost reduction-related accruals
    
    
    2.0
    
    
    
    4.9$
    206.5
    
    
    $
    158.2
    56




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (8) Debt
  December 31,2010
    
    
    2009Senior Secured Credit Facility
    
    $
    1,410.0
    
    
    $
    1,495.3Senior Notes
    
    
    713.0
    
    
    
    710.0Senior Subordinated Notes
    
    
    528.2
    
    
    
    541.4Compensating cash balance
    
    
    85.4
    
    
    
    105.0Capital leases
    
    
    19.2
    
    
    
    17.9Predecessor Senior Subordinated Notes
    
    
    1.0
    
    
    
    1.0Other debt
    
    
    0.9
    
    
    
    1.1Total debt
    
    
    2,757.7
    
    
    
    2,871.7Less short-term portion
    
    
    (117.4
    )
    
    
    (152.4
    )Total long term-portion
    
    $
    2,640.3
    
    
    $
    2,719.3
  2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter
    
    
    TotalSenior Secured Credit
Facility  term loans
    
    $
    7.4
    
    
    $
    14.2
    
    
    $
    14.2
    
    
    $
    1,353.0
    
    
    $
    
    
    
    $
    
    
    
    $
    1,388.8Senior Secured Credit
Facility  revolving
facility
    
    
    21.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.2Senior Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    713.0
    
    
    
    
    
    
    
    713.0Senior Subordinated
Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528.2
    
    
    
    528.2Compensating cash balance
    
    
    85.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85.4Capital leases
    
    
    2.5
    
    
    
    2.7
    
    
    
    2.8
    
    
    
    2.6
    
    
    
    1.6
    
    
    
    7.0
    
    
    
    19.2Predecessor Senior
Subordinated Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0Other debt
    
    
    0.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.9Total debt
    
    $
    117.4
    
    
    $
    16.9
    
    
    $
    17.0
    
    
    $
    1,356.6
    
    
    $
    714.6
    
    
    $
    535.2
    
    
    $
    2,757.7
 (a) Senior Secured Credit Facility
    57




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Maturity; Prepayments
  Security; Guarantees
  Interest
   Fees
   58




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Senior Notes and Senior Subordinated Notes
 Ranking
  Maturity; Interest Payments
   Guarantees
  Redemption
    59




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Registration Rights
   (c) Covenant Compliance
    (d) Compensating Cash Balance
   60




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (e) Other
   (9) Income Taxes
 (a) Income Tax (Provision) Benefit
  Year Ended December 31,2010
    
    
    2009
    
    
    2008United States
    
    $
    (47.9
    )
    
    $
    (119.9
    )
    
    $
    (406.1
    )Foreign
    
    
    97.4
    
    
    
    80.3
    
    
    
    (44.0
    )Total income (loss) before income taxes
    
    $
    49.5
    
    
    $
    (39.6
    )
    
    $
    (450.1
    )
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    
    
    
    $
    
    
    
    $
    0.5State
    
    
    (0.3
    )
    
    
    (0.3
    )
    
    
    Foreign
    
    
    (26.5
    )
    
    
    (32.6
    )
    
    
    (35.9
    )(26.8
    )
    
    
    (32.9
    )
    
    
    (35.4
    )Deferred:Federal
    
    
    (4.0
    )
    
    
    38.2
    
    
    
    88.3State
    
    
    (2.0
    )
    
    
    6.2
    
    
    
    19.5Foreign
    
    
    4.8
    
    
    
    14.0
    
    
    
    43.1(1.2
    )
    
    
    58.4
    
    
    
    150.9Total income tax (provision) benefit
    
    $
    (28.0
    )
    
    $
    25.5
    
    
    $
    115.5
   61




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Statutory tax (provision) benefit
    
    $
    (17.3
    )
    
    $
    13.9
    
    
    $
    157.6State income taxes, net of federal benefit
    
    
    (1.6
    )
    
    
    3.7
    
    
    
    12.9Change in foreign tax rates
    
    
    
    
    
    
    3.5
    
    
    
    Foreign rate differential
    
    
    4.1
    
    
    
    4.2
    
    
    
    (5.7
    )Asset impairments
    
    
    (8.0
    )
    
    
    
    
    
    
    (44.9
    )Foreign tax settlement
    
    
    
    
    
    
    3.3
    
    
    
    Nondeductible expenses
    
    
    (1.3
    )
    
    
    (1.4
    )
    
    
    (1.7
    )Change in valuation allowance
    
    
    (3.5
    )
    
    
    (1.8
    )
    
    
    (2.8
    )Other, net
    
    
    (0.4
    )
    
    
    0.1
    
    
    
    0.1Total income tax (provision) benefit
    
    $
    (28.0
    )
    
    $
    25.5
    
    
    $
    115.5
     62




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Deferred Tax Assets and Liabilities
  December 31,2010
    
    
    2009Deferred tax assets:Net operating loss carryforwards
    
    $
    255.4
    
    
    $
    251.0Pension and other compensation benefits
    
    
    5.5
    
    
    
    0.2Foreign currency translation loss
    
    
    
    
    
    
    17.9Derivative financial instruments
    
    
    14.1
    
    
    
    19.5Foreign tax credit and alternative minimum tax carryforwards
    
    
    8.3
    
    
    
    7.6Inventory overhead capitalization
    
    
    2.9
    
    
    
    2.4Accrued expenses
    
    
    5.9
    
    
    
    4.5Receivables
    
    
    3.0
    
    
    
    3.6Transaction fees
    
    
    8.6
    
    
    
    9.6303.7
    
    
    
    316.3Valuation allowances
    
    
    (67.5
    )
    
    
    (56.6
    )Total deferred tax assets, net of valuation allowances
    
    
    236.2
    
    
    
    259.7Deferred tax liabilities:Intangible assets
    
    
    645.0
    
    
    
    693.5Property and equipment
    
    
    11.1
    
    
    
    14.7Inventory valuation
    
    
    15.0
    
    
    
    16.5Goodwill amortization
    
    
    22.4
    
    
    
    17.1Foreign currency translation gain
    
    
    9.0
    
    
    
    Other
    
    
    3.3
    
    
    
    3.3Total deferred tax liabilities
    
    
    705.8
    
    
    
    745.1Net deferred tax liability
    
    $
    469.6
    
    
    $
    485.4
  December 31,2010
    
    
    2009Deferred tax asset  current (included in other current assets)
    
    $
    8.0
    
    
    $
    9.5Deferred tax asset  noncurrent
    
    
    9.8
    
    
    
    12.6Deferred tax liability  current (included in accrued expenses)
    
    
    (8.6
    )
    
    
    (12.0
    )Deferred tax liability  noncurrent
    
    
    (478.8
    )
    
    
    (495.5
    )Net deferred tax liability
    
    $
    (469.6
    )
    
    $
    (485.4
    )
   63




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (c) Uncertain Tax Positions
    Year Ended December 31,2010
    
    
    2009
    
    
    2008Balance at January 1
    
    $
    5.0
    
    
    $
    8.6
    
    
    $
    13.9Tax positions related to the current year  additions
    
    
    
    
    
    
    
    
    
    
    4.9Tax positions related to prior years  additions
    
    
    
    
    
    
    0.3
    
    
    
    Tax positions related to prior years  reductions
    
    
    
    
    
    
    (3.3
    )
    
    
    (8.7
    )Reductions for settlements or payments
    
    
    (0.1
    )
    
    
    (0.6
    )
    
    
    (1.5
    )Balance at December 31
    
    $
    4.9
    
    
    $
    5.0
    
    
    $
    8.6
  (d) Other Matters
     64




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (10) Benefit Programs
  (a) U.S. Defined Benefit Plan
   Year Ended December 31,2010
    
    
    2009Change in benefit obligation:Benefit obligation  beginning of year
    
    $
    163.9
    
    
    $
    159.1Service cost
    
    
    0.6
    
    
    
    0.4Interest cost
    
    
    9.3
    
    
    
    9.2Actuarial loss
    
    
    11.7
    
    
    
    0.2Benefits paid
    
    
    (5.8
    )
    
    
    (5.6
    )Early retirement benefits
    
    
    
    
    
    
    0.6Benefit obligation  end of year
    
    
    179.7
    
    
    
    163.9Change in plan assets:Fair value of plan assets  beginning of year
    
    
    201.9
    
    
    
    216.6Actual gain (loss) on plan assets
    
    
    17.7
    
    
    
    (9.1
    )Benefits paid
    
    
    (5.8
    )
    
    
    (5.6
    )Fair value of plan assets  end of year
    
    
    213.8
    
    
    
    201.9Funded status
    
    $
    34.1
    
    
    $
    38.0
  December 31,2010
    
    
    2009Other assets
    
    $
    34.1
    
    
    $
    38.0Accumulated other comprehensive income or loss  pretax
    
    
    (31.4
    )
    
    
    (37.9
    )
   65




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Service cost
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    1.1Interest cost
    
    
    9.3
    
    
    
    9.2
    
    
    
    8.9Expected return on plan assets
    
    
    (12.0
    )
    
    
    (11.7
    )
    
    
    (8.3
    )Recognized net actuarial gain
    
    
    (0.6
    )
    
    
    (2.2
    )
    
    
    Early retirement benefits
    
    
    
    
    
    
    0.6
    
    
    
    Net periodic pension (income) cost
    
    $
    (2.7
    )
    
    $
    (3.7
    )
    
    $
    1.7
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net actuarial (loss) gain included in other comprehensive income or loss
    
    $
    (6.0
    )
    
    $
    (20.9
    )
    
    $
    61.9
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Discount rate for benefit obligation as of year end
    
    5.40%
    
    
    5.75%
    
    
    5.80%Discount rate for net periodic pension (income) cost
    
    5.75%
    
    
    6.05% / 5.80%
    
    
    6.05%Expected rate of return on plan assets for net periodic pension (income) cost
    
    6.03%
    
    
    6.82% / 5.20%
    
    
    5.70%Assumed annual rate of compensation increase for benefit obligation and net periodic pension (income) cost
    
    Not applicable
    
    
    4.00%
    
    
    4.00%
    66




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  December 31, 2010
    
    
    December 31, 2009Quoted
    
    
    Significant
    
    
    
    
    
    
    
    
    
    
    Quoted
    
    
    SignificantPrices in
    
    
    Other
    
    
    Significant
    
    
    
    
    
    
    Prices in
    
    
    Other
    
    
    SignificantActive
    
    
    Observable
    
    
    Unobservable
    
    
    
    
    
    
    Active
    
    
    Observable
    
    
    UnobservableMarkets
    
    
    Inputs
    
    
    Inputs
    
    
    
    
    
    
    Markets
    
    
    Inputs
    
    
    InputsAsset Class
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Money market funds
    
    $
    12.1
    
    
    $
    
    
    
    $
    12.1
    
    
    $
    
    
    
    $
    18.7
    
    
    $
    
    
    
    $
    18.7
    
    
    $
    Fixed income fund
    
    
    201.7
    
    
    
    
    
    
    
    201.7
    
    
    
    
    
    
    
    183.2
    
    
    
    
    
    
    
    183.2
    
    
    
    Total
    
    $
    213.8
    
    
    $
    
    
    
    $
    213.8
    
    
    $
    
    
    
    $
    201.9
    
    
    $
    
    
    
    $
    201.9
    
    
    $
    
  2011
    
    $
    6.52012
    
    
    7.12013
    
    
    7.72014
    
    
    8.32015
    
    
    9.02016  2020
    
    
    53.0
 (b) Other U.S. Benefit Plans
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Defined contribution plans
    
    $
    8.1
    
    
    $
    8.8
    
    
    $
    8.0Union-sponsored, multi-employer plans
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.8Supplemental pension plan
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.5Nonqualified deferred compensation plan
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.1
  December 31,2010
    
    
    2009Postretirement benefit obligations
    
    $
    2.1
    
    
    $
    1.5Weighted average discount rate
    
    
    5.40
    %
    
    
    5.75
    %Health care cost trend rate assumed for next year
    
    
    8.50
    %
    
    
    8.80
    %Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
    
    
    4.50
    %
    
    
    4.50
    %Year that the rate reaches the ultimate trend rate
    
    
    2028
    
    
    
    2028
   67




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (c) Non-U.S. Benefit Plans
  Year Ended December 31,2010
    
    
    2009Change in benefit obligation:Benefit obligation  beginning of year
    
    $
    110.4
    
    
    $
    82.6Service cost
    
    
    2.0
    
    
    
    1.8Interest cost
    
    
    5.7
    
    
    
    5.2Plan participants contributions
    
    
    0.3
    
    
    
    0.3Actuarial loss
    
    
    7.0
    
    
    
    16.8Benefits paid
    
    
    (3.8
    )
    
    
    (3.6
    )Currency translation changes
    
    
    (5.9
    )
    
    
    7.3Benefit obligation  end of year
    
    
    115.7
    
    
    
    110.4Change in plan assets:Fair value of plan assets  beginning of year
    
    
    58.4
    
    
    
    45.3Actual gain on plan assets
    
    
    7.2
    
    
    
    8.7Company contributions
    
    
    1.9
    
    
    
    1.3Plan participants contributions
    
    
    0.3
    
    
    
    0.3Benefits paid
    
    
    (2.8
    )
    
    
    (2.5
    )Currency translation changes
    
    
    (2.4
    )
    
    
    5.3Fair value of plan assets  end of year
    
    
    62.6
    
    
    
    58.4Funded status
    
    $
    (53.1
    )
    
    $
    (52.0
    )
  December 31,2010
    
    
    2009Other assets
    
    $
    0.3
    
    
    $
    0.2Other long-term liabilities
    
    
    (53.4
    )
    
    
    (52.2
    )Accumulated other comprehensive income or loss  pretax
    
    
    19.5
    
    
    
    16.4
   68




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Service cost
    
    $
    2.0
    
    
    $
    1.8
    
    
    $
    3.1Interest cost
    
    
    5.7
    
    
    
    5.2
    
    
    
    5.4Expected return on plan assets
    
    
    (3.8
    )
    
    
    (2.9
    )
    
    
    (4.4
    )Recognized net actuarial loss
    
    
    0.4
    
    
    
    
    
    
    
    Net periodic pension cost
    
    $
    4.3
    
    
    $
    4.1
    
    
    $
    4.1
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net actuarial loss included in other comprehensive income or loss
    
    $
    (3.6
    )
    
    $
    (11.4
    )
    
    $
    (6.0
    )
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Discount rate for benefit obligation as of year end
    
    
    5.21
    %
    
    
    5.54
    %
    
    
    6.13
    %Discount rate for net periodic pension cost
    
    
    5.54
    %
    
    
    5.85
    %
    
    
    5.78
    %Expected rate of return on plan assets for net periodic pension cost (French and UK plans only)
    
    
    6.86
    %
    
    
    6.13
    %
    
    
    6.50
    %Assumed annual rate of compensation increase for benefit obligation
    
    
    3.53
    %
    
    
    3.57
    %
    
    
    3.19
    %Assumed annual rate of compensation increase for net periodic pension cost
    
    
    3.59
    %
    
    
    3.26
    %
    
    
    3.42
    %
  December 31, 2010
    
    
    December 31, 2009Quoted
    
    
    Significant
    
    
    
    
    
    
    
    
    
    
    Quoted
    
    
    SignificantPrices in
    
    
    Other
    
    
    Significant
    
    
    
    
    
    
    Prices in
    
    
    Other
    
    
    SignificantActive
    
    
    Observable
    
    
    Unobservable
    
    
    
    
    
    
    Active
    
    
    Observable
    
    
    UnobservableMarkets
    
    
    Inputs
    
    
    Inputs
    
    
    
    
    
    
    Markets
    
    
    Inputs
    
    
    InputsAsset Class
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Insurance contracts
    
    $
    62.6
    
    
    $
    
    
    
    $
    62.6
    
    
    $
    
    
    
    $
    58.4
    
    
    $
    
    
    
    $
    58.4
    
    
    $
    Total
    
    $
    62.6
    
    
    $
    
    
    
    $
    62.6
    
    
    $
    
    
    
    $
    58.4
    
    
    $
    
    
    
    $
    58.4
    
    
    $
    
  69




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  2011
    
    $
    3.32012
    
    
    3.22013
    
    
    3.42014
    
    
    3.82015
    
    
    3.92016  2020
    
    
    22.0
 (d) Other Non-U.S. Postemployment Benefits
  (11) Share-Based Compensation
 (a) Overview
      (b) Holdings Equity Plan Activity  Management Investors
   70




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
     Year Ended December 31,2010
    
    
    2009Balance at January 1
    
    $
    45.8
    
    
    $
    46.4Reclassifications from permanent equity, net
    
    
    5.6
    
    
    
    3.5Reclassifications to accrued expenses upon notification of redemption
    
    
    (1.4
    )
    
    
    (4.1
    )Balance at December 31
    
    $
    50.0
    
    
    $
    45.8
   71




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (12) Financial Instruments and Fair Value Measurements
   (a) Recurring Fair Value Measures
      December 31,Description
    
    2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesInterest rate swap arrangements
    
    $
    (35.2
    )
    
    $
    
    
    
    $
    (35.2
    )
    
    $
    Foreign currency forward contracts
    
    $
    (2.2
    )
    
    $
    
    
    
    $
    (2.2
    )
    
    $
    
 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
    )
    
    $
    
   72




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Debt Instruments
  December 31,2010
    
    
    2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueSenior Secured Credit Facility
    
    $
    1,410.0
    
    
    $
    1,344.3
    
    
    $
    1,495.3
    
    
    $
    1,415.0Senior Notes
    
    
    713.0
    
    
    
    748.6
    
    
    
    710.0
    
    
    
    738.4Senior Subordinated Notes
    
    
    528.2
    
    
    
    554.6
    
    
    
    541.4
    
    
    
    516.0$
    2,651.2
    
    
    $
    2,647.5
    
    
    $
    2,746.7
    
    
    $
    2,669.4
  (c) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
     73




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
   Foreign Currency Forward Contracts
   Tabular Disclosures
  Liability DerivativesDecember 31,2010
    
    
    2009Fair
    
    
    
    
    FairBalance Sheet Location
    
    Value
    
    
    Balance Sheet Location
    
    ValueDerivatives designated as hedging instrumentsForeign currency forward contracts
    
    Accrued expenses
    
    $
    (1.3
    )
    
    Accrued expenses
    
    $
    (0.5
    )Derivatives not designated as hedging instrumentsInterest rate swap derivatives
    
    Other long-term liabilities
    
    
    (35.2
    )
    
    Other long-term liabilities
    
    
    (49.8
    )Foreign currency forward contracts
    
    Accrued expenses
    
    
    (0.9
    )
    
    
    
    
    Total derivatives
    
    
    
    $
    (37.4
    )
    
    
    
    $
    (50.3
    )
  74




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Amount of Gain (Loss)Amount of Gain (Loss)
    
    
    Location of Gain (Loss)
    
    Reclassified from OtherRecognized in Other
    
    
    Reclassified from Other
    
    Comprehensive IncomeComprehensive Income
    
    
    Comprehensive Income
    
    into Earnings(Effective Portion)
    
    
    into Earnings
    
    (Effective Portion)Derivatives in cash flow hedging relationships
    
    2010
    
    
    2009
    
    
    (Effective Portion)
    
    2010
    
    
    2009Interest rate swap derivatives
    
    $
    
    
    
    $
    
    
    
    Interest expense
    
    $
    (4.0
    )
    
    $
    (4.2
    )Foreign currency forward contracts
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    (1.2
    )
    
    
    (1.2
    )Foreign currency forward contracts
    
    
    (2.5
    )
    
    
    (2.6
    )
    
    Cost of goods sold
    
    
    (1.4
    )
    
    
    2.0Foreign currency forward contracts
    
    
    
    
    
    
    
    
    
    Other income (expense)
    
    
    
    
    
    
    0.7Total
    
    $
    (2.5
    )
    
    $
    (2.6
    )
    
    
    
    $
    (6.6
    )
    
    $
    (2.7
    )
 Amount of Gain (Loss)Location of Gain (Loss)
    
    Recognized in EarningsDerivatives not designated as hedging instruments
    
    Recognized in Earnings
    
    2010
    
    
    2009Interest rate swap derivatives  realized
    
    Interest expense
    
    $
    (31.0
    )
    
    $
    (32.2
    )Interest rate swap derivatives  unrealized
    
    Interest expense
    
    
    14.6
    
    
    
    0.1Foreign currency forward contracts
    
    Other income (expense)
    
    
    (1.1
    )
    
    
    (0.3
    )Total
    
    
    
    $
    (17.5
    )
    
    $
    (32.4
    )
   (d) Pension Investments
  (e) Non-Recurring Fair Value Measures
  
    
    On October 1, 2010 and 2009, the Company determined the fair value of
the North American Lab and European Lab reporting units in connection
with an annual goodwill impairment Step 1 test required under GAAP;
    
    On September 30, 2010 and 2009, the Company determined the fair value
of indefinite-lived intangible assets and also 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;
  75




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 
    
    On December 31, 2009, the Company determined the fair value of a
chemical supply agreement in its European Lab segment in connection
with an interim impairment test triggered as a result of a change in
 circumstances; and
    
    On various dates during 2010 and 2009, the Company determined the fair
 value of acquired intangible assets related to the Acquisitions.
  Impairment ChargesCarrying value
    
    
    Year Ended December 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Significant unobservable inputs (Level 3)Annual impairment test of reporting unit goodwill  October 1st:North American Lab
    
    $
    940.5
    
    
    $
    929.9
    
    
    $
    
    
    
    $
    European Lab
    
    
    823.8
    
    
    
    866.6
    
    
    
    
    
    
    
    Interim impairment test of Science Education reporting unit  September 30th:Goodwill
    
    
    
    
    
    
    36.5
    
    
    
    36.8
    
    
    
    Indefinite-lived intangible assets
    
    
    18.7
    
    
    
    30.0
    
    
    
    11.3
    
    
    
    Chemical supply agreement  December 31, 2009
    
    Not applicable
    
    
    
    36.9
    
    
    Not applicable
    
    
    
    Acquired intangible assets  various dates
    
    
    12.7
    
    
    
    6.9
    
    
    Not applicable
    
    
    Not applicable$
    48.1
    
    
    $
    
       76




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (13) Commitments and Contingencies
 (a) Lease Commitments
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Rental expense
    
    $
    30.8
    
    
    $
    34.2
    
    
    $
    34.6
  Capital
    
    
    OperatingLeases
    
    
    LeasesYear ended December 31:2011
    
    $
    3.5
    
    
    $
    32.62012
    
    
    3.6
    
    
    
    26.12013
    
    
    3.5
    
    
    
    17.52014
    
    
    3.1
    
    
    
    12.42015
    
    
    2.0
    
    
    
    9.9Thereafter
    
    
    7.6
    
    
    
    58.5Total minimum payments
    
    
    23.3
    
    
    $
    157.0Less amounts representing imputed interest
    
    
    4.1Present value of minimum lease payments
    
    $
    19.2
 (b) Contingencies
   77




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
   (c) Employment Agreements
  (d) Significant Relationship
     78




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (14) Transactions with Related Parties
  (15) Segment and Geographical Financial Information
   
    
    Corporate costs are allocated to its North American Lab and Science
Education operating segments using allocation factors that management
considers reasonable to distribute costs on the basis of usage.
    
    Centralized costs related to the management of the European Lab
operating segment are incurred within the segment structure and no
inter-segment allocation is required.
    79




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Net salesNorth American Lab
    
    $
    2,081.0
    
    
    $
    2,017.0
    
    
    $
    2,092.2European Lab
    
    
    1,430.0
    
    
    
    1,407.2
    
    
    
    1,503.4Science Education
    
    
    127.7
    
    
    
    137.0
    
    
    
    163.6Total
    
    $
    3,638.7
    
    
    $
    3,561.2
    
    
    $
    3,759.2Operating income (loss)North American Lab
    
    $
    122.3
    
    
    $
    113.7
    
    
    $
    (95.3
    )European Lab
    
    
    111.7
    
    
    
    93.1
    
    
    
    2.8Science Education
    
    
    (48.6
    )
    
    
    2.0
    
    
    
    (95.8
    )Total
    
    $
    185.4
    
    
    $
    208.8
    
    
    $
    (188.3
    )Capital expendituresNorth American Lab
    
    $
    32.2
    
    
    $
    12.8
    
    
    $
    18.1European Lab
    
    
    7.8
    
    
    
    9.9
    
    
    
    9.7Science Education
    
    
    1.6
    
    
    
    1.2
    
    
    
    1.9Total
    
    $
    41.6
    
    
    $
    23.9
    
    
    $
    29.7Depreciation and amortizationNorth American Lab
    
    $
    63.9
    
    
    $
    62.7
    
    
    $
    61.5European Lab
    
    
    44.7
    
    
    
    46.4
    
    
    
    47.1Science Education
    
    
    7.9
    
    
    
    7.5
    
    
    
    7.5Total
    
    $
    116.5
    
    
    $
    116.6
    
    
    $
    116.1
   December 31,2010
    
    
    2009Total assetsNorth American Lab
    
    $
    2,650.2
    
    
    $
    2,576.5European Lab
    
    
    2,172.2
    
    
    
    2,313.1Science Education
    
    
    179.0
    
    
    
    237.7Total
    
    $
    5,001.4
    
    
    $
    5,127.3
  80




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Operating income (loss)North American Lab
    
    $
    122.3
    
    
    $
    113.7
    
    
    $
    (95.3
    )European Lab
    
    
    111.7
    
    
    
    93.1
    
    
    
    2.8Science Education
    
    
    (48.6
    )
    
    
    2.0
    
    
    
    (95.8
    )Total
    
    
    185.4
    
    
    
    208.8
    
    
    
    (188.3
    )Interest income
    
    
    1.9
    
    
    
    2.3
    
    
    
    5.7Interest expense
    
    
    (204.6
    )
    
    
    (226.8
    )
    
    
    (289.6
    )Other income (expense), net
    
    
    66.8
    
    
    
    (23.9
    )
    
    
    22.1Income (loss) before income taxes
    
    $
    49.5
    
    
    $
    (39.6
    )
    
    $
    (450.1
    )
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net salesUnited States
    
    $
    1,961.8
    
    
    $
    1,890.5
    
    
    $
    1,979.3International
    
    
    1,676.9
    
    
    
    1,670.7
    
    
    
    1,779.9Total
    
    $
    3,638.7
    
    
    $
    3,561.2
    
    
    $
    3,759.2
 December 31,2010
    
    
    2009Long-lived assetsUnited States
    
    $
    101.2
    
    
    $
    93.3International
    
    
    93.0
    
    
    
    98.1Total
    
    $
    194.2
    
    
    $
    191.4Total assetsUnited States
    
    $
    2,522.0
    
    
    $
    2,555.4International
    
    
    2,479.4
    
    
    
    2,571.9Total
    
    $
    5,001.4
    
    
    $
    5,127.3
  81




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (16) Unaudited Quarterly Financial Information
 2010 Quarterly PeriodsFirst
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    $
    874.3
    
    
    $
    881.8
    
    
    $
    903.3
    
    
    $
    979.3Gross profit
    
    
    256.7
    
    
    
    251.2
    
    
    
    256.5
    
    
    
    274.5Operating income
    
    
    54.1
    
    
    
    48.4
    
    
    
    12.8
    
    
    
    70.1Interest expense, net
    
    
    (53.7
    )
    
    
    (49.3
    )
    
    
    (53.3
    )
    
    
    (46.4
    )Other income (expense), net
    
    
    58.3
    
    
    
    70.5
    
    
    
    (80.7
    )
    
    
    18.7Income (loss) before income taxes
    
    
    58.7
    
    
    
    69.6
    
    
    
    (121.2
    )
    
    
    42.4Net income (loss)
    
    
    38.4
    
    
    
    40.9
    
    
    
    (85.6
    )
    
    
    27.8
  2009 Quarterly PeriodsFirst
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    $
    841.2
    
    
    $
    876.0
    
    
    $
    902.1
    
    
    $
    941.9Gross profit
    
    
    244.4
    
    
    
    244.8
    
    
    
    260.1
    
    
    
    266.3Operating income
    
    
    42.4
    
    
    
    44.0
    
    
    
    63.0
    
    
    
    59.4Interest expense, net
    
    
    (62.3
    )
    
    
    (50.4
    )
    
    
    (59.1
    )
    
    
    (52.7
    )Other income (expense), net
    
    
    36.6
    
    
    
    (46.0
    )
    
    
    (30.0
    )
    
    
    15.5Income (loss) before income taxes
    
    
    16.7
    
    
    
    (52.4
    )
    
    
    (26.1
    )
    
    
    22.2Net income (loss)
    
    
    11.2
    
    
    
    (26.8
    )
    
    
    (15.7
    )
    
    
    17.2
 (17) Condensed Consolidating Financial Information
    82




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Balance Sheet
December 31, 2010
 Subsidiary
    
    
    Non-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
  83




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 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
  84




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Statement of Operations
Year Ended December 31, 2010
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,928.5
    
    
    $
    1,724.2
    
    
    $
    (14.0
    )
    
    $
    3,638.7Cost of goods sold
    
    
    
    
    
    
    1,432.8
    
    
    
    1,181.0
    
    
    
    (14.0
    )
    
    
    2,599.8Gross profit
    
    
    
    
    
    
    495.7
    
    
    
    543.2
    
    
    
    
    
    
    
    1,038.9Selling, general and administrative expenses
    
    
    3.3
    
    
    
    386.8
    
    
    
    437.0
    
    
    
    (21.7
    )
    
    
    805.4Impairment of goodwill and intangible assets
    
    
    
    
    
    
    47.6
    
    
    
    0.5
    
    
    
    
    
    
    
    48.1Operating (loss) income
    
    
    (3.3
    )
    
    
    61.3
    
    
    
    105.7
    
    
    
    21.7
    
    
    
    185.4Interest expense, net of interest income (1)
    
    
    (164.0
    )
    
    
    (35.2
    )
    
    
    (3.5
    )
    
    
    
    
    
    
    (202.7
    )Other income (expense), net
    
    
    63.8
    
    
    
    34.0
    
    
    
    (9.3
    )
    
    
    (21.7
    )
    
    
    66.8(Loss) income before income taxes and equity in
earnings of subsidiaires
    
    
    (103.5
    )
    
    
    60.1
    
    
    
    92.9
    
    
    
    
    
    
    
    49.5Income tax benefit (provision)
    
    
    44.1
    
    
    
    (52.1
    )
    
    
    (20.0
    )
    
    
    
    
    
    
    (28.0
    )Equity in earnings of subsidiaries, net of tax
    
    
    80.9
    
    
    
    72.9
    
    
    
    
    
    
    
    (153.8
    )
    
    
    Net income (loss)
    
    $
    21.5
    
    
    $
    80.9
    
    
    $
    72.9
    
    
    $
    (153.8
    )
    
    $
    21.5
 
 (1)
    
    The Parents net interest expense for the year ended December 31, 2010 of $164.0 relates to long-term debt of approximately $2.6 billion, net of
interest income associated with inter-company loans of $1.0 billion. The Parent is substantially dependent on dividends, interest income, or
other distributions from its subsidiary companies to fund the cash interest expense on its long-term debt obligations. The Parent may draw on
its existing revolving credit facility (a component of the Senior Secured Credit Facility) to fund certain portions of the cash interest expense
on its long-term debt obligations. Condensed Consolidating Statement of Operations
Year Ended December 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,885.0
    
    
    $
    1,690.7
    
    
    $
    (14.5
    )
    
    $
    3,561.2Cost of goods sold
    
    
    
    
    
    
    1,405.0
    
    
    
    1,155.1
    
    
    
    (14.5
    )
    
    
    2,545.6Gross profit
    
    
    
    
    
    
    480.0
    
    
    
    535.6
    
    
    
    
    
    
    
    1,015.6Selling, general and administrative expenses
    
    
    3.2
    
    
    
    380.8
    
    
    
    445.6
    
    
    
    (22.8
    )
    
    
    806.8Operating (loss) income
    
    
    (3.2
    )
    
    
    99.2
    
    
    
    90.0
    
    
    
    22.8
    
    
    
    208.8Interest expense, net of interest income
    
    
    (179.8
    )
    
    
    (40.7
    )
    
    
    (4.0
    )
    
    
    
    
    
    
    (224.5
    )Other income (expense), net
    
    
    (29.7
    )
    
    
    20.2
    
    
    
    8.4
    
    
    
    (22.8
    )
    
    
    (23.9
    )(Loss) income before income taxes and equity
in earnings of subsidiaires
    
    
    (212.7
    )
    
    
    78.7
    
    
    
    94.4
    
    
    
    
    
    
    
    (39.6
    )Income tax benefit (provision)
    
    
    84.3
    
    
    
    (34.9
    )
    
    
    (23.9
    )
    
    
    
    
    
    
    25.5Equity in earnings of subsidiaries, net of tax
    
    
    114.3
    
    
    
    70.5
    
    
    
    
    
    
    
    (184.8
    )
    
    
    Net (loss) income
    
    $
    (14.1
    )
    
    $
    114.3
    
    
    $
    70.5
    
    
    $
    (184.8
    )
    
    $
    (14.1
    )
  85




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Statement of Operations
Year Ended December 31, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    1,983.1
    
    
    $
    1,797.9
    
    
    $
    (21.8
    )
    
    $
    3,759.2Cost of goods sold
    
    
    
    
    
    
    1,476.2
    
    
    
    1,239.4
    
    
    
    (21.8
    )
    
    
    2,693.8Gross profit
    
    
    
    
    
    
    506.9
    
    
    
    558.5
    
    
    
    
    
    
    
    1,065.4Selling, general and administrative expenses
    
    
    3.1
    
    
    
    411.5
    
    
    
    468.4
    
    
    
    (21.4
    )
    
    
    861.6Impairment of goodwill and intangible assets
    
    
    
    
    
    
    290.7
    
    
    
    101.4
    
    
    
    
    
    
    
    392.1Operating (loss) income
    
    
    (3.1
    )
    
    
    (195.3
    )
    
    
    (11.3
    )
    
    
    21.4
    
    
    
    (188.3
    )Interest expense, net of interest income
    
    
    (210.3
    )
    
    
    (67.8
    )
    
    
    (5.8
    )
    
    
    
    
    
    
    (283.9
    )Other income (expense), net
    
    
    41.7
    
    
    
    24.5
    
    
    
    (22.7
    )
    
    
    (21.4
    )
    
    
    22.1Loss before income taxes and equity in earnings of subsidiaries
    
    
    (171.7
    )
    
    
    (238.6
    )
    
    
    (39.8
    )
    
    
    
    
    
    
    (450.1
    )Income tax benefit
    
    
    63.9
    
    
    
    46.5
    
    
    
    5.1
    
    
    
    
    
    
    
    115.5Equity in loss of subsidiaries, net of tax
    
    
    (226.8
    )
    
    
    (34.7
    )
    
    
    
    
    
    
    261.5
    
    
    
    Net (loss) income
    
    $
    (334.6
    )
    
    $
    (226.8
    )
    
    $
    (34.7
    )
    
    $
    261.5
    
    
    $
    (334.6
    )Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2010Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (137.3
    )
    
    $
    181.5
    
    
    $
    78.1
    
    
    $
    
    
    
    $
    122.3Cash flows from investing activities:Intercompany investing transactions
    
    
    158.6
    
    
    
    8.5
    
    
    
    
    
    
    
    (167.1
    )
    
    
    Acquisitions of businesses
     
    
    
    
    
   
    
    
    
   
    (32.8
    )
    
   
    
    
    
    
     (32.8
    )Capital expenditures
    
    
    
    
    
    
    (31.4
    )
    
    
    (10.2
    )
    
    
    
    
    
    
    (41.6
    )Net cash provided by (used in) investing activities
    
    
    158.6
    
    
    
    (22.9
    )
    
    
    (43.0
    )
    
    
    (167.1
    )
    
    
    (74.4
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
   (158.6
    )
    
    
    (8.5
    )
    
    
    167.1
    
    
    
    Proceeds from debt
    
    
    113.1
    
    
    
    0.1
    
    
    
    1.8
    
    
    
    
    
    
    
    115.0Repayment of debt
    
    
    (135.5
    )
    
    
    (0.4
    )
    
    
    (2.3
    )
    
    
    
    
    
    
    (138.2
    )Other financing activities, net
    
    
    0.2
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    0.9Net cash used in financing activities
    
    
    (22.2
    )
    
    
    (158.2
    )
    
    
    (9.0
    )
    
    
    167.1
    
    
    
    (22.3
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (7.9
    )
    
    
    
    
    
    
    (7.9
    )Net (decrease) increase in cash and cash equivalents
    
    
    (0.9
    )
    
    
    0.4
    
    
    
    18.2
    
    
    
    
    
    
    
    17.7Cash and cash equivalents beginning of period
    
    
    1.3
    
    
    
    10.1
    
    
    
    113.0
    
    
    
    
    
    
    
    124.4Cash and cash equivalents end of period
    
    $
    0.4
    
    
    $
    10.5
    
    
    $
    131.2
    
    
    $
    
    
    
    $
    142.1
  86




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2009
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet
cash (used in) provided by operating activities
    
    $
    (150.7
    )
    
    $
    187.8
    
    
    $
    131.9
    
    
    $
    
    
    
    $
    169.0Cash flows from investing activities:Intercompany investing transactions
    
    
    194.9
    
    
    
    25.6
    
    
    
    
    
    
    
    (220.5
    )
    
    
    Acquisitions
of businesses and other intangible assets
    
    
    
    
    
    
    (1.0
    )
    
    
    (16.9
    )
    
    
    
    
    
    
    (17.9
    )Capital expenditures
    
    
    
    
    
    
    (11.0
    )
    
    
    (12.9
    )
    
    
    
    
    
    
    (23.9
    )Proceeds from the sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    3.7
    
    
    
    
    
    
    
    3.7Net cash provided by (used in) investing activities
    
    
    194.9
    
    
    
    13.6
    
    
    
    (26.1
    )
    
    
    (220.5
    )
    
    
    (38.1
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (194.9
    )
    
    
    (25.6
    )
    
    
    220.5
    
    
    
    Proceeds from debt
    
    
    267.0
    
    
    
    
    
    
    
    1.3
    
    
    
    
    
    
    
    268.3Repayment of debt
    
    
    (307.8
    )
    
    
    (0.4
    )
    
    
    (1.6
    )
    
    
    
    
    
    
    (309.8
    )Other financing activities, net
    
    
    (5.2
    )
    
    
    (4.6
    )
    
    
    0.2
    
    
    
    
    
    
    
    (9.6
    )Net cash used in  financing activities
    
    
    (46.0
    )
    
    
    (199.9
    )
    
    
    (25.7
    )
    
    
    220.5
    
    
    
    (51.1
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    2.6
    
    
    
    
    
    
    
    2.6Net (decrease) increase in cash and cash equivalents
    
    
    (1.8
    )
    
    
    1.5
    
    
    
    82.7
    
    
    
    
    
    
    
    82.4Cash and cash equivalents beginning of period
    
    
    3.1
    
    
    
    8.6
    
    
    
    30.3
    
    
    
    
    
    
    
    42.0Cash and cash equivalents end of period
    
    $
    1.3
    
    
    $
    10.1
    
    
    $
    113.0
    
    
    $
    
    
    
    $
    124.4
 Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2008
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (157.1
    )
    
    $
    86.7
    
    
    $
    79.1
    
    
    $
    
    
    
    $
    8.7Cash flows from investing activities:Intercompany investing transactions
    
    
    94.4
    
    
    
    (5.6
    )
    
    
    
    
    
    
    (88.8
    )
    
    
    Acquisitions
of businesses and other intangible assets
    
    
    
    
    
    
    
    
    
    
    (54.2
    )
    
    
    
    
    
    
    (54.2
    )Capital expenditures
    
    
    
    
    
    
    (18.5
    )
    
    
    (11.2
    )
    
    
    
    
    
    
    (29.7
    )Proceeds from the sales of property and equipment
    
    
    
    
    
    
    0.3
    
    
    
    8.7
    
    
    
    
    
    
    
    9.0Net cash provided by (used in) investing activities
    
    
    94.4
    
    
    
    (23.8
    )
    
    
    (56.7
    )
    
    
    (88.8
    )
    
    
    (74.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (94.4
    )
    
    
    5.6
    
    
    
    88.8
    
    
    
    Proceeds from debt
    
    
    381.0
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    381.7Repayment of debt
    
    
    (317.4
    )
    
    
    (0.2
    )
    
    
    (1.6
    )
    
    
    
    
    
    
    (319.2
    )Other financing activities, net
    
    
    1.1
    
    
    
    24.2
    
    
    
    (22.8
    )
    
    
    
    
    
    
    2.5Net cash provided by (used in) financing activities
    
    
    64.7
    
    
    
    (70.4
    )
    
    
    (18.1
    )
    
    
    88.8
    
    
    
    65.0Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (1.8
    )
    
    
    
    
    
    
    (1.8
    )Net increase (decrease) in cash and cash equivalents
    
    
    2.0
    
    
    
    (7.5
    )
    
    
    2.5
    
    
    
    
    
    
    
    (3.0
    )Cash and cash equivalents beginning of period
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents end of period
    
    $
    3.1
    
    
    $
    8.6
    
    
    $
    30.3
    
    
    $
    
    
    
    $
    42.0
  87




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Managements Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
 Internal Control  Integrated
Framework
  Changes in Internal Control over Financial Reporting
   88




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    Internal Control
 Integrated Framework
  
  89




---



##### Table of Contents



ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Name
    
    Age
    
    
    PositionJohn M. Ballbach
    
    
    50
    
    
    Chairman, President and Chief Executive OfficerGregory L. Cowan
    
    
    57
    
    
    Senior Vice President and Chief Financial OfficerMatthew Malenfant
    
    
    49
    
    
    Senior Vice President and President of North America, Lab Distribution and ServicesManuel Brocke-Benz
    
    
    52
    
    
    Senior Vice President and Managing Director of Europe, Lab Distribution and ServicesWu Ming Kei (a/k/a Eddy Wu)
    
    
    44
    
    
    Senior Vice President and President of Asia PacificGeorge Van Kula
    
    
    47
    
    
    Senior Vice President, General Counsel and SecretaryTheodore C. Pulkownik
    
    
    53
    
    
    Senior Vice President, Strategy and Corporate DevelopmentPaul A. Dumas
    
    
    44
    
    
    Senior Vice President, Human ResourcesJon Michael Colyer
    
    
    37
    
    
    Vice President and General Manager of Science EducationCharles R. Patel
    
    
    41
    
    
    Senior Vice President and Chief Information OfficerTheresa A. Balog
    
    
    49
    
    
    Vice President and Corporate ControllerNicholas W. Alexos
    
    
    47
    
    
    DirectorRobert L. Barchi
    
    
    64
    
    
    DirectorEdward A. Blechschmidt
    
    
    58
    
    
    DirectorThompson Dean
    
    
    52
    
    
    DirectorRobert P. DeCresce
    
    
    61
    
    
    DirectorPamela Forbes Lieberman
    
    
    56
    
    
    DirectorHarry M. Jansen Kraemer Jr.
    
    
    55
    
    
    DirectorCarlos del Salto
    
    
    67
    
    
    DirectorTimothy P. Sullivan
    
    
    52
    
    
    DirectorRobert J. Zollars
    
    
    53
    
    
    Director
  John M. Ballbach
  90




---



##### Table of Contents



Gregory L. Cowan
 Matthew Malenfant
 Manuel Brocke-Benz
 Wu Ming Kei (a/k/a Eddy Wu)
 George Van Kula
 Theodore C. Pulkownik
  91




---



##### Table of Contents



Paul A. Dumas
 Jon Michael Colyer
 Charles R. Patel
 Theresa A. Balog
 Nicholas W. Alexos
  92




---



##### Table of Contents



Robert L. Barchi, M.D., Ph.D.
 Edward A. Blechschmidt
 Thompson Dean
 Robert P. DeCresce, M.D.
  93




---



##### Table of Contents



Pamela Forbes Lieberman
 Harry M. Jansen Kraemer, Jr.
 Carlos del Salto
 Timothy P. Sullivan
  94




---



##### Table of Contents



Robert J. Zollars
 Composition of our Board of Directors
  Audit Committee
  
    
    the quality of our financial reporting and other internal control
processes,
    
    the quality and integrity of our financial statements,
    
    the independent registered public accounting firm qualifications and
independence,
    
    the performance of our internal audit function and independent
registered public accounting firm, and
    
    our compliance with legal and regulatory requirements and our code of
conduct.
 Code of Ethics
 www.vwr.com
  95




---



##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview
     Compensation Philosophy and Objectives
  (i)
    
    Provide a level of compensation based on appropriate benchmarks to attract, motivate,
retain and reward talented executives who have the ability to contribute to our success and
encourage management to place its primary focus on strategic planning and financial and
operational priorities affecting the business.
 (ii)
    
    Support a pay-for-performance orientation to reward strong financial, operating and
individual performance, including through the use of cash incentive compensation payments
based in whole or in part upon our performance (or that of a particular business unit) to
encourage the achievement of short-term and long-term financial and operational objectives.
 (iii)
    
    Align the interests of the management investors with those of our other equity holders
thereby providing incentive for, and rewarding, the attainment of objectives that inure to the
benefit of our equity holders. As discussed above, the alignment of the interests of our
executive officers with those of our other equity investors is being fostered through
managements purchases of the equity of Holdings pursuant to the Holdings Equity Plan.
  96




---



##### Table of Contents



Benchmarking
  Agilent Technologies, Inc.
    
    Omnicare, Inc.Amgen, Inc.
    
    Owens & Minor, Inc.Applied Industrial Technologies, Inc.
    
    Patterson Companies Inc.Becton Dickinson & Co.
    
    PSS World Medical Inc.Cintas Corp.
    
    Sigma-Aldrich Corp.Genentech, Inc.
    
    Thermo Fisher Scientific Inc.Grainger (W.W.) Inc.
    
    Waters Corp.Henry Schein, Inc
    
    Wesco InternationalHospira Inc.
  th
  Components of Compensation
  
    
    base salary;
    
    annual performance-based cash incentive compensation;
    
    equity participation through the Holdings Equity Plan;
    
    retirement and other benefits; and
    
    perquisites and other personal benefits.
    97




---



##### Table of Contents



Base Salary
    AnnualizedName
    
    Time Period
    
    
    SalaryJohn M. Ballbach
    
    
    2010
    
    
    $
    1,052,909Chairman, President and Chief Executive Officer
    
    
    2009
    
    
    
    939,008Gregory L. Cowan (1)
    
    
    2010
    
    
    
    455,000Senior Vice President and Chief Financial Officer
    
    
    06/26/09-12/31/09
    
    
    
    400,00001/01/09-06/25/09
    
    
    
    309,008Matthew Malenfant
    
    
    2010
    
    
    
    460,464Senior Vice President and President of North America, Lab Distribution and Services
    
    
    2009
    
    
    
    394,004Manuel Brocke-Benz (2)
    
    
    2010
    
    
    
    409,693Senior Vice President and Managing Director of Europe, Lab Distribution and Services
    
    
    2009
    
    
    
    390,090Wu Ming Kei (a/k/a Eddy Wu) (3)
    
    
    2010
    
    
    
    384,056Senior Vice President and President, Asia-Pacific
    
    
    2009
    
    
    
    352,197
 
 (1)
    
    Effective June 26, 2009, Mr. Cowan was promoted from the Companys Vice President
and Controller to the Companys Senior Vice President and Chief Financial Officer,
and his annualized base salary was increased upon the effective date of his
promotion.(2)
    
    The 2010 and 2009 annualized base salary amounts for Mr. Brocke-Benz
have been converted from Euros to United States dollars using the
average of the monthly average exchange rates for 2010 (1.32694) and
2009 (1.39318), respectively.(3)
    
    The 2010 and 2009 annualized base salary amounts for Mr. Wu have been
converted from Hong Kong dollars to United States dollars using the
average of the monthly average exchange rates for 2010 (0.12871) and
2009 (0.12901), respectively.   98




---



##### Table of Contents



Performance-Based Cash Incentive Compensation
   Target % of Base SalaryName
    
    PaidJohn M. Ballbach
    
    
    100
    %Gregory L. Cowan
    
    
    75
    %Matthew Malenfant
    
    
    75
    %Manuel Brocke-Benz
    
    
    75
    %Wu Ming Kei (a/k/a Eddy Wu)
    
    
    75
    %
   
    
    Year-over-year growth in an internal performance-based metric similar
to earnings before interest, taxes, depreciation and amortization
(EBITDA), based on our annual operating plan (Internal EBITDA).
Internal EBITDA is a financial measure that is used by our senior
management to establish financial earnings targets in its annual
operating plan, and differs from the term EBITDA as it is commonly
used. Internal EBITDA is generally calculated as income before
consolidated net interest expense, consolidated income taxes,
consolidated depreciation and amortization, and includes adjustments
for certain items that we do not expect to recur and the impacts
resulting from changes in accounting principles. Internal EBITDA is
calculated using fixed foreign currency exchange rates, which
generally are established during the fourth quarter of the preceding
year in connection with the development of the operating plan for the
year. In addition, Internal EBITDA targets are adjusted for
acquisitions made during the year. Our final Internal EBITDA for 2009,
calculated and adjusted as described above, was $354.5 million, and
our year-over-year growth target for 2010 to receive 100% of the
potential payout for the Internal EBITDA component was 10%, which was
set by our Compensation Committee as challenging, but achievable with
considerable effort. The Internal EBITDA component was given a
weighting of 60% of the total potential MIP award as we believe it to
be a very strong measure of contribution to our performance and
alignment with the interest of our stockholders. For Messrs.
Malenfant, Brocke-Benz and Wu, half of this 60% weighting was based on
the Internal EBITDA attributable to the respective business units that
they manage, and the targets to receive 100% of the potential payout
for the business units Internal EBITDA were also set at challenging,
but achievable levels.
    
    Year-over-year growth in sales, calculated using fixed foreign
currency exchange rates established as described above and adjusted
for acquisitions made during the year. Our final sales for 2009,
calculated and adjusted as described above, were $3,681.3 million, and
our year-over-year growth target for 2010 to receive 100% of the
potential payout for the sales component was 6.6%. This component was
given a weighting of 10% of the total potential MIP award.
    
    Year-over-year growth in the percentage of sales (calculated as
described in the immediately preceding bullet point) that are
comprised of private label sales, calculated using fixed foreign
currency exchange rates as described above (the Private Label Sales
Percentage). In order to receive the potential payout for this
component, year-over-year sales growth was required to be positive and
the Private Label Sales Percentage for 2010 was required to be one
percentage point higher than the Private Label Sales Percentage for
2009. This component was given a weighting of 10% of the total
potential MIP award.
    
    Year-over-year improvements in or maintenance of various working
capital metrics, including days sales outstanding in accounts
receivable, days sales in inventory and days payables outstanding. For
2010, this component was given a weighting of 10% of the total potential MIP award.
 
    
    Various strategic objectives, which include safety goals and
individual performance goals. For 2010, performance with respect to
these objectives was given a weighting of 10% of the total potential
MIP award.
  99




---



##### Table of Contents



Equity Participation under Holdings Equity Plan
   Number of Class A
    
    
    Number of Class AName
    
    Common Units (1)
    
    
    Preferred UnitsJohn M. Ballbach (2)
    
    
    298,679.81
    
    
    
    6,000.60Gregory L. Cowan
    
    
    14,244.52
    
    
    
    349.77Matthew Malenfant
    
    
    39,131.37
    
    
    
    960.87Manuel Brocke-Benz
    
    
    39,131.37
    
    
    
    960.87Wu Ming Kei (a/k/a Eddy Wu)
    
    
    19,565.68
    
    
    
    480.43
 
 (1)
    
    Includes founders common units in the following amounts: Mr. Ballbach purchased
244,374.39 founders common units; Mr. Cowan purchased 11,079.07 founders common units; Mr.
Malenfant purchased 30,435.51 founders common units; Mr. Brocke-Benz purchased 30,435.51
founders common units; and Mr. Wu purchased 15,217.75 founders common units.(2)
    
    The number of common units and preferred units listed for Mr. Ballbach include units held
by two Grantor Retained Annuity Trusts of which he is the sole trustee.  100




---



##### Table of Contents



Retirement and Other Benefits
 U.S. Pension Plans.
 German Pension Plan .
 Savings Plan.
 Retirement Contribution .
 Nonqualified Deferred Compensation Plan.
  101




---



##### Table of Contents



Perquisites and Other Personal Benefits
     Tax and Accounting Considerations
 Deductibility of Executive Compensation.
 Accounting for Share-Based Compensation.
 Compensation Committee Report
   
 Compensation Committee Interlocks and Insider Participation
  Executive Officer Employment Agreements
   102




---



##### Table of Contents



Executive Compensation Tables
 Summary Compensation Table
  Change inPension ValueandNon-Equity
    
    
    NonqualifiedStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherSalary ($)
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    CompensationName and Principal Position
    
    Year
    
    
    (1)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($) (2)
    
    
    Earnings ($)(3)
    
    
    ($) (4)
    
    
    Total ($)John M. Ballbach
    
    
    2010
    
    
    $
    1,052,909
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    605,833
    
    
    $
    
    
    
    $
    54,208
    
    
    $
    1,712,950Chairman, President and
    
    
    2009
    
    
    
    939,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    803,932
    
    
    
    
    
    
    
    69,877
    
    
    
    1,812,817Chief Executive Officer
    
    
    2008
    
    
    
    925,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    565,180
    
    
    
    
    
    
    
    70,070
    
    
    
    1,560,258Gregory L. Cowan
    
    
    2010
    
    
    
    455,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196,352
    
    
    
    
    
    
    
    43,430
    
    
    
    694,782Senior Vice President and
    
    
    2009
    
    
    
    356,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207,790
    
    
    
    
    
    
    
    37,083
    
    
    
    600,997Chief Financial OfficerMatthew Malenfant
    
    
    2010
    
    
    
    460,464
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168,926
    
    
    
    48,395
    
    
    
    55,828
    
    
    
    733,613Senior Vice President and
    
    
    2009
    
    
    
    394,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,077
    
    
    
    18,340
    
    
    
    94,053
    
    
    
    706,474President of North America,
    
    
    2008
    
    
    
    380,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203,207
    
    
    
    29,870
    
    
    
    59,685
    
    
    
    672,766Lab Distribution and ServicesManuel Brocke-Benz
    
    
    2010
    
    
    
    409,693
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236,047
    
    
    
    239,021
    
    
    
    14,224
    
    
    
    898,985Senior Vice President and
    
    
    2009
    
    
    
    390,090
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    284,435
    
    
    
    287,952
    
    
    
    15,743
    
    
    
    978,220Managing Director of Europe,Lab Distribution and ServicesWu Ming Kei (a/k/a Eddy
    
    
    2010
    
    
    
    384,056
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    248,353
    
    
    
    
    
    
    
    810,352
    
    
    
    1,442,761Wu) Senior Vice President
    
    
    2009
    
    
    
    352,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    270,066
    
    
    
    
    
    
    
    652,831
    
    
    
    1,275,094and President, Asia-Pacific
 
 (1)
    
    This column reflects the actual salaries earned in 2010, 2009 and
2008, as applicable. See the discussion under Base Salary in
the Compensation Discussion and Analysis for more information
regarding the annualized base salaries of our named executive
officers. The 2010 and 2009 salary amounts for Mr. Brocke-Benz
have been converted from Euros to United States dollars using the
average of the monthly average exchange rates for 2010 (1.32694)
and 2009 (1.39318), respectively; and the 2010 and 2009 salary
amounts for Mr. Wu have been converted from Hong Kong dollars to
United States dollars using the average of the monthly average
exchange rates for 2010 (0.12871) and 2009 (0.12901),
respectively.(2)
    
    This column represents amounts earned under the MIP for each of 2010,
2009 and 2008, as applicable. The 2010 and 2009 MIP award amounts for
Mr. Brocke-Benz have been converted from Euros to United States
dollars based on the exchange rate as of the close of business on
December 31, 2010 (1.33620) and December 31, 2009 (1.44060),
respectively; and the 2010 and 2009 MIP award amounts for Mr. Wu have
been converted from Hong Kong dollars to United States dollars based
on the exchange rate as of the close of business on December 31, 2010
(0.12866) and December 31, 2009 (0.12896), respectively.(3)
    
    For Mr. Malenfant, this column represents the sum of the changes in
actuarial present value of the aggregate accumulated benefit under the
VWR International Retirement Plan and VWR International Supplemental
Benefits Plan during the years indicated. For Mr. Brocke-Benz, this
column represents the year-over-year change in actuarial present value
of the accumulated benefit under the German Pension Plan from 2009 to
2010 (for 2010) and from 2008 to 2009 (for 2009) (the amounts have
been converted from Euros to United States dollars based on the
exchange rate as of the close of business on December 31 of each
year). See Pension Benefits for more information.There were no above-market earnings on nonqualified deferred compensation under the named
executive officers Nonqualified Deferred Compensation Plan notional accounts.  103




---



##### Table of Contents



(4)
    
    This column represents all other compensation paid to or earned by the
named executive officers, including the attributed costs to us of the perquisites and other personal benefits provided in 2010, 2009 and 2008, as applicable.  -
  HousingTuition
    
    
    Allowance
    
    
    Utilities
    
    
    Home Visits
    
    
    Tax Equalization
    
    
    TotalPayment
    
    $
    49,454
    
    
    $
    124,110
    
    
    $
    15,514
    
    
    $
    11,499
    
    
    $
    449,985
    
    
    $
    650,562
   104




---



##### Table of Contents



Grants of Plan-Based Awards
  Estimated Future Payouts Under Non-Equity Incentive Plan Awards
    
    
    
    
    
    
    Estimated Future Payouts(1)
    
    
    
    
    
    
    Under Equity Incentive Plan AwardsAll Other
    
    
    
    
    
    
    
    
    
    
    GrantStock
    
    
    All Other
    
    
    
    
    
    
    Date FairAwards:
    
    
    Option
    
    
    Exercise
    
    
    Value ofNumber
    
    
    Awards:
    
    
    or Base
    
    
    Stockof Shares
    
    
    Number of
    
    
    Price of
    
    
    andof Stock
    
    
    Securities
    
    
    Option
    
    
    OptionThreshold
    
    
    
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    or Units
    
    
    Underlying
    
    
    Awards
    
    
    AwardsName
    
    Grant Date
    
    
    ($)
    
    
    Target ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    Options (#)
    
    
    ($/sh)
    
    
    ($)John M. Ballbach
    
    
    11/9/2009
    
    
    
    
    
    
    $
    1,052,909
    
    
    $
    1,684,654
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gregory L. Cowan
    
    
    11/9/2009
    
    
    
    
    
    
    
    341,250
    
    
    
    546,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Matthew Malenfant
    
    
    11/9/2009
    
    
    
    
    
    
    
    345,348
    
    
    
    552,557
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Manuel Brocke-Benz (2)
    
    
    11/9/2009
    
    
    
    
    
    
    
    307,270
    
    
    
    491,631
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wu Ming Kei (a/k/a
Eddy Wu) (2)
    
    
    11/9/2009
    
    
    
    
    
    
    
    288,042
    
    
    
    460,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    These columns reflect the potential payments under the MIP for 2010
performance. The 2010 MIP is described in the Compensation Discussion
and Analysis under Performance-Based Cash Incentive Compensation.
The components of the 2010 MIP were formally approved by the
Compensation Committee at its meeting on November 9, 2009, but the
Minimum Internal EBITDA Growth Target was adjusted on February 22,
2010. The Target amounts reflected in the table assume 100% payout
of the named executive officers respective target cash bonus amounts
(i.e., based on their target cash bonus percentages of base salary).
The Maximum amounts reflect the maximum cash bonus amounts payable
to the named executive officers based on the Component Percentage
Achievement caps of 200% for the Internal EBITDA component and 100%
for each of the other components.(2)
    
    The Target and Maximum amounts for Messrs. Brocke-Benz and Wu are
calculated based on the conversion of their 2010 base salaries to
United States dollars using the exchange rates described in Note (1)
to the Summary Compensation Table. Outstanding Equity Awards at Fiscal Year-end
  Option Awards
    
    
    Stock AwardsEquity IncentivePlan Awards:Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    
    Market orNumber of
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Payout Value ofSecurities
    
    
    Underlying
    
    
    Equity Incentive Plan
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market Value
    
    
    Number of Unearned
    
    
    UnearnedUnderlying
    
    
    Unexercised
    
    
    Awards: Number of
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    of Shares or
    
    
    Shares, Units or
    
    
    Shares, Units orUnexercised
    
    
    Options
    
    
    Securities Underlying
    
    
    Option
    
    
    Option
    
    
    Units of Stock
    
    
    Units of Stock
    
    
    Other Rights
    
    
    Other RightsOptions
    
    
    Unexercisable
    
    
    UnexercisedUnearned
    
    
    Exercise
    
    
    Expiration
    
    
    That Have Not
    
    
    That Have Not
    
    
    That Have Not
    
    
    That Have NotName
    
    Exercisable (#)
    
    
    (#)
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date (#)
    
    
    Vested (#) (1)
    
    
    Vested($) (2)
    
    
    Vested (#)
    
    
    Vested ($)John M. Ballbach
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,960.97
    
    
    $
    299.61
    
    
    
    
    
    
    
    Gregory L. Cowan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,358.32
    
    
    
    13.58
    
    
    
    
    
    
    
    Matthew Malenfant
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,731.48
    
    
    
    37.31
    
    
    
    
    
    
    
    Manuel Brocke-Benz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,731.48
    
    
    
    37.31
    
    
    
    
    
    
    
    Wu Ming Kei (a/k/a Eddy Wu)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,865.74
    
    
    
    18.66
    
    
    
    
    
    
    
    
 
 (1)
    
    This column reflects the portion of the founders common units
purchased by our named executive officers that remained unvested at
the end of 2010. Founders common units vest on a daily pro rata basis
over four years from the date of issuance.(2)
    
    There is no established public trading market for the preferred units
or common units (including the founders common units) of Holdings. The
value of the founders common units at December 31, 2010, for purposes
of the Holdings Equity Plan and the related transaction documents, was
$0.01 per unit.  105




---



##### Table of Contents



Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    
    Number of SharesAcquired on
    
    
    Value Realized
    
    
    Acquired on
    
    
    Value Realized onName
    
    Exercise (#)
    
    
    Upon Exercise ($)
    
    
    Vesting (#) (1)
    
    
    Vesting ($) (2)John M. Ballbach
    
    
    
    
    
    
    
    
    
    
    61,093.60
    
    
    
    Gregory L. Cowan
    
    
    
    
    
    
    
    
    
    
    2,769.77
    
    
    
    Matthew Malenfant
    
    
    
    
    
    
    
    
    
    
    7,608.88
    
    
    
    Manuel Brocke-Benz
    
    
    
    
    
    
    
    
    
    
    7,608.88
    
    
    
    Wu Ming Kei (a/k/a Eddy Wu)
    
    
    
    
    
    
    
    
    
    
    3,804.44
    
    
    
    
 
 (1)
    
    This column reflects the portion of the founders common units
purchased by our named executive officers under the Holdings Equity
Plan that vested during 2010.(2)
    
    No value is realized as a result of vesting of the founders common
units. See Equity Participation under Holdings Equity Plan for a
description of the vesting of founders common units. Pension Benefits
 United States
  VWR Retirement Plan .
 
    
    a participants years of credited service multiplied by $240, and
    
    1% of a participants average annual compensation earned in the
consecutive five year period during which the participant was most
highly paid (referred to as final average earnings), plus an
additional 0.75% of final average earnings in excess of one third of
the Social Security taxable wage base in the year the participant
terminates employment, in each case multiplied by the participants
years of credited service (up to a maximum of 33 years).
    106




---



##### Table of Contents



Supplemental Benefits Plan .
    Germany
 plus
 Pension Plan Table
    107




---



##### Table of Contents



Number of Years
    
    
    Present Value ofName
    
    Plan Name
    
    Credited Service
    
    
    Accumulated BenefitMatthew Malenfant (1)
    
    VWR International Retirement Plan
    
    
    9.667
    
    
    $
    134,051VWR International Supplemental Benefits Plan
    
    
    9.667
    
    
    
    189,052Manuel Brocke-Benz (2)
    
    German Pension Plan
    
    
    24
    
    
    
    1,371,798
 
 (1)
    
    The accumulated benefit for Mr. Malenfant is based on service and earnings (as described
above) considered by the plans for the period through December 31, 2010, and includes the
additional amounts payable to him under the U.S. SERP described above. The present value has
been calculated assuming Mr.
Malenfant will remain in service until Social Security retirement, which is the age at which
retirement may occur without any reduction in benefits, and that the benefit is payable (i) with
respect to his U.S. SERP Lump Sum Amount (as defined above under -Supplemental Executive
Retirement Plan), as a lump sum upon termination of employment, and (ii) with respect to the rest
of the benefit, under the available forms of life annuity consistent with the assumptions as
described in Note 10 under Item 8  Financial Statements and Supplementary Data in this Annual
Report on Form 10-K. As described in such Note, the discount rate assumption is 5.40%.(2)
    
    The accumulated benefit for Mr. Brocke-Benz is based on service and earnings (as described
above) considered by the plan for the period through December 31, 2010. The present value has
been calculated assuming Mr. Brocke-Benz will remain in service until Social Security
retirement, which is the age at which retirement may occur without any reduction in benefits,
and that the benefit is payable under the available forms of life annuity consistent with the
assumptions as described in Note 10 under Item 8  Financial Statements and Supplementary
Data in this Annual Report on Form 10-K. The amount presented in the table has been converted
from Euros to United States dollars based on the exchange rate as of the close of business on
December 31, 2010 (1.33620). The discount rate assumption is 5.0%. Nonqualified Deferred Compensation Plan
     108




---



##### Table of Contents



Executive
    
    
    Registrant
    
    
    Aggregate
    
    
    Aggregate
    
    
    AggregateContributions in
    
    
    Contributions in
    
    
    Earnings in Last
    
    
    Withdrawals/
    
    
    Balance at LastName
    
    Last FY (1)
    
    
    Last FY (2)
    
    
    FY (3)
    
    
    Distributions
    
    
    FYE (4)John M. Ballbach
    
    $
    
    
    
    $
    12,200
    
    
    $
    60
    
    
    
    
    
    
    $
    31,940Gregory L. Cowan
    
    
    
    
    
    
    12,200
    
    
    
    75
    
    
    
    
    
    
    
    36,847Matthew Malenfant
    
    
    18,378
    
    
    
    16,581
    
    
    
    10,183
    
    
    
    
    
    
    
    138,920
 
 (1)
    
    Represents the amount of 2010 base salary and/or cash bonus under the 2010 MIP (paid in
2011, the 2010 MIP Deferrals), if any, that the named executive officers deferred into their
Nonqualified Deferred Compensation Plan notional accounts. The amount reflected for Mr.
Malenfant consists solely of 2010 base salary deferrals, which is included in the column
Salary of the Summary Compensation Table for 2010.(2)
    
    Represents Company restoration matching amounts (described above) that will be made to the
named executive officers Nonqualified Deferred Compensation Plan notional accounts in March
2011 as a result of our satisfaction of the relevant 2010 performance goal (2010 Matching
Amounts). These amounts are included in the column All Other Compensation of the Summary
Compensation Table for 2010.(3)
    
    No portion of the amounts in this column constitute above-market earnings under
applicable SEC rules, and so no portion of such amounts are included in the Summary
Compensation Table for 2010.(4)
    
    The amounts reflect the actual aggregate balances as of December 31, 2010 plus 2010 MIP
Deferrals, if any, and 2010 Matching Amounts, less aggregate withdrawals and distributions. As
indicated in Notes (1) and (2) above, amounts in this column that represent contributions by
the named executive officer or by the Company are reported in the Summary Compensation Table
for the applicable year if the officer qualified as a named executive officer in such year.
The earnings on such contributions are not, and in the past have not been, reported in the
Summary Compensation Table because such earnings are not at a preferential or above-market
rate. Termination and Change of Control Arrangements
    109




---



##### Table of Contents



JOHN M. BALLBACH
 InvoluntaryNot for CauseTermination orResignation for
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    Good Reason
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    (1)
    
    
    Termination
    
    
    Control (2)
    
    
    Death (3)
    
    
    Disability (4)Severance or Lump Sum Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,230,447
    
    
    
    
    
    
    
    
    
    
    $
    1,052,909
    
    
    $
    1,052,909Founders Common Units (unvested and
accelerated) (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 GREGORY L. COWAN
 InvoluntaryNot for CauseTermination orResignation for
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    Good Reason
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    (1)
    
    
    Termination
    
    
    Control
    
    
    Death (3)
    
    
    Disability (4)Severance or
Lump Sum Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,206,780
    
    
    
    
    
    
    
    
    
    
    $
    341,250
    
    
    $
    341,250Founders Common
Units (unvested and
accelerated) (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 MATTHEW MALENFANT
 InvoluntaryNot for CauseTermination orResignation for
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    Good Reason
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    (1)
    
    
    Termination
    
    
    Control
    
    
    Death (3)
    
    
    Disability (4)Severance or
Lump Sum Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,221,123
    
    
    
    
    
    
    
    
    
    
    $
    345,348
    
    
    $
    345,348Founders Common
Units (unvested and
accelerated) (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 WU MING KEI (a/k/a EDDY WU) (6)
 InvoluntaryNot for CauseTermination orResignation for
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    Good Reason
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    (1)
    
    
    Termination
    
    
    Control
    
    
    Death (3)
    
    
    Disability (4)Severance or Lump Sum
Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,029,981
    
    
    
    
    
    
    
    
    
    
    $
    287,930
    
    
    $
    287,930Founders Common Units
(unvested and
accelerated) (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Upon termination without cause or resignation for good reason (as each such term is defined in the Executive Officer Employment Agreements) our named executive officers are generally entitled to (i) one and a half times (two times in the
case of Mr. Ballbach) the sum of the executives then current base salary plus his target bonus for the year in which termination or resignation occurs, payable in equal installments over the 12-month period following termination and (ii)
continued health benefits for the 12-month period (18-month period in the case of Mr. Ballbach) following termination.(2)
    
    In the event excise taxes become payable under Section 280G and
Section 4999 of the Code as a result of any excess parachute
payments, as that phrase is defined by the Internal Revenue Service,
upon a change of control of the Company, Mr. Ballbachs Executive
Officer Employment Agreement provides that the Company will pay the
excise tax as well as a gross-up for the impact of the excise tax
payment. There currently are no arrangements between the Company and
Mr. Ballbach that the
Company expects would result in any such excise tax payment upon a change of control of the
Company.  110




---



##### Table of Contents



(3)
    
    Upon termination by reason of death, the named executive officers
beneficiary or estate, as applicable, will be entitled to receive a
lump sum payment in an amount equal to the target bonus for the year
in which such termination occurs, prorated for the portion of such
year prior to the death.(4)
    
    Upon termination by reason of disability, the named executive officer
will be entitled to receive a lump sum payment in an amount equal to
the target bonus for the year in which such termination occurs,
prorated for the portion of such year prior to the termination. In
addition, the named executive officer will be entitled to receive
payments of base salary until payments to him under VWRs long-term
disability plan commence but in any event for a period not to exceed
18 months from the date of termination.(5)
    
    All founders common units will vest upon the sale of substantially all
of Holdings or our assets or upon certain other change of control
events. Upon an initial public offering of our stock or of Holdings
units, or if the named executive officer becomes permanently disabled
or dies, the founders common units that would have vested in the next
12 months will vest immediately. If the named executive officers
employment terminates for any reason other than for cause, vested
founders common units can be repurchased by or sold to Holdings at
fair market value, as calculated in accordance with the relevant
transaction documents, and unvested units can be repurchased by or
sold to Holdings at the lower of original cost or fair market value.
Upon a termination for cause, both vested and unvested founders
common units can be repurchased by or sold to Holdings at the lower of
original cost or fair market value. See Equity Participation under
Holdings Equity Plan for more information.(6)
    
    The salary-based amounts for Mr. Wu have been converted from Hong Kong
dollars to United States dollars based on the exchange rate as of the
close of business on December 31, 2010 (0.12866). Director Compensation
   Fees Earned
    
    
    
    
    
    
    Option
    
    
    Non-Equity
    
    
    All Otheror Paid in
    
    
    Stock
    
    
    Awards
    
    
    Incentive Plan
    
    
    CompensationName
    
    Cash ($)
    
    
    Awards ($)
    
    
    ($)
    
    
    Compensation ($)
    
    
    ($)
    
    
    Total ($)Robert L. Barchi
    
    $
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,000Edward A. Blechschmidt
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Robert P. DeCresce
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Harry M. Jansen
Kraemer, Jr.
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Pamela Forbes Lieberman
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Carlos del Salto
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Robert J. Zollars
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
  111




---



##### Table of Contents



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   
    
    each person who is the beneficial owner of more than 5% of outstanding common units and
preferred units;
 
    
    each of our directors and our named executive officers; and
 
    
    our directors and executive officers as a group.
  Class A Common Units(1)
    
    
    Class A Preferred Units(1)Number
    
    
    Percent of Class
    
    
    Number
    
    
    Percent of ClassPrincipal Stockholders:Madison Dearborn (2)
    
    
    10,572,738.12
    
    
    
    75.37
    %
    
    
    1,175,259.52
    
    
    
    83.32
    %Avista Capital Partners (3)
    
    
    1,076,259.68
    
    
    
    7.67
    %
    
    
    117,685.69
    
    
    
    8.34
    %Directors and Executive Officers:John M. Ballbach (4)
    
    
    298,679.81
    
    
    
    2.13
    %
    
    
    6,000.60
    
    
    
    *Gregory L. Cowan
    
    
    14,244.52
    
    
    
    *
    
    
    
    349.77
    
    
    
    *Matthew Malenfant
    
    
    39,131.37
    
    
    
    *
    
    
    
    960.87
    
    
    
    *Manuel Brocke-Benz
    
    
    39,131.37
    
    
    
    *
    
    
    
    960.87
    
    
    
    *Wu Ming Kei (a/k/a Eddy Wu)
    
    
    19,565.68
    
    
    
    *
    
    
    
    480.43
    
    
    
    *George Van Kula
    
    
    70,436.46
    
    
    
    *
    
    
    
    1,729.56
    
    
    
    *Theodore C. Pulkownik
    
    
    97,828.42
    
    
    
    *
    
    
    
    2,402.17
    
    
    
    *Paul A. Dumas
    
    
    29,348.52
    
    
    
    *
    
    
    
    720.65
    
    
    
    *Jon Michael Colyer
    
    
    25,435.39
    
    
    
    *
    
    
    
    624.56
    
    
    
    *Charles R. Patel
    
    
    12,717.69
    
    
    
    *
    
    
    
    312.28
    
    
    
    *Theresa A. Balog
    
    
    19,565.70
    
    
    
    *
    
    
    
    480.43
    
    
    
    *Nicholas W. Alexos (2)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Robert L. Barchi
    
    
    8,000.00
    
    
    
    *
    
    
    
    
    
    
    
    *Edward A. Blechschmidt
    
    
    8,000.00
    
    
    
    *
    
    
    
    
    
    
    
    *Thompson Dean (3)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Robert P. DeCresce
    
    
    12,249.55
    
    
    
    *
    
    
    
    170.75
    
    
    
    *Harry M. Jansen Kraemer, Jr. (2)
    
    
    83,612.04
    
    
    
    *
    
    
    
    4,116.39
    
    
    
    *Pamela Forbes Lieberman
    
    
    8,000.00
    
    
    
    *
    
    
    
    
    
    
    
    *Carlos del Salto
    
    
    8,896.88
    
    
    
    *
    
    
    
    99.10
    
    
    
    *Timothy P. Sullivan (2)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Robert J. Zollars (5)
    
    
    9,722.02
    
    
    
    *
    
    
    
    190.28
    
    
    
    *All Directors and Executive
Officers as a group
(21 persons) (2)(3)
    
    
    12,453,563.22
    
    
    
    88.78
    %
    
    
    1,312,543.92
    
    
    
    93.06
    %
 
 *
    
    Denotes less than one percent.  112




---



##### Table of Contents



(1)
    
    For information regarding the voting rights of Holdings common units
and preferred units, see Description of Equity Capital of Holdings
below.(2)
    
    Madison Dearborn Capital Partners V-A, L.P. (MDP V-A) is the
indirect beneficial owner of 6,813,173.04 common units and 758,327.30
preferred units, Madison Dearborn Capital Partners V-C, L.P. (MDP
V-C) is the indirect beneficial owner of 1,807,413.56 common units
and 201,171.12 preferred units, Madison Dearborn Capital Partners V
Executive-A, L.P. (MDP Executive) is the indirect beneficial owner
of 68,461.51 common units and 7,619.67 preferred units, MDCP
Co-Investors (Varietal), L.P. (Varietal) is the indirect beneficial
owner of 1,749,749.91 common units and 193,275.36 preferred units and
MDCP Co-Investors (Varietal-2), L.P. (Varietal-2 and together with
MDP V-A, MDP V-C, MDP Executive and Varietal, the MDP Funds) is the
indirect beneficial owner of 133,940.10 common units and 14,866.06
preferred units. Madison Dearborn Partners V-A&C, L.P. (MDP A&C) is
the general partner of each of the MDP Funds. John A. Canning, Jr.,
Paul J. Finnegan and Samuel M. Mencoff are the sole members of a
limited partner committee of MDP A&C that have the power, acting by
majority vote, to vote or dispose of the units directly held by the
MDP Funds. Messrs. Canning, Finnegan and Mencoff each hereby disclaims
any beneficial ownership of any shares directly held by the MDP Funds.
Each of Messrs. Sullivan, Alexos and Kraemer, Jr. are employed by or
associated with the ultimate general partner of the MDP Funds and
disclaim beneficial ownership of the units held by the MDP Funds
except to the extent of his pecuniary interest therein. The address
for MDP A&C and Messrs. Alexos, Sullivan, Kraemer, Canning, Finnegan
and Mencoff is c/o Madison Dearborn Partners, LLC, Three First
National Plaza, Suite 4600, 70 West Madison Street, Chicago, Illinois
60602.(3)
    
    Avista Capital Partners, L.P. (ACP) is the indirect beneficial owner
of 780,706.14 common units and 85,367.82 preferred units and ACP-VWR
Holdings LLC (ACP-VWR) is the indirect beneficial owner of
295,553.54 common units and 32,317.87 preferred units. Avista Capital
Partners GP, LLC (Avista GP) is the general partner of ACP and
Avista Capital Partners (Offshore), L.P., the managing member of
ACP-VWR. Mr. Dean and Steven Webster are Co-Managing Partners of
Avista Capital Managing Member, LLC, the managing member of Avista GP.
Accordingly, Messrs. Dean and Webster have the power, acting by
majority vote, to vote or dispose of the units held by ACP and
ACP-VWR. Messrs. Dean and Webster each disclaim beneficial ownership
of the units held by ACP and ACP-VWR, except to the extent of his
pecuniary interest therein. The address for Avista Capital Managing
Member, LLC and Messrs. Dean and Webster is c/o Avista Capital
Holdings, LP, 65 East 55th Street, 18th Floor, New York, New York
10022.(4)
    
    Includes 37,466.31 common units and 752.78 preferred units held by the
John M. Ballbach 2007 Grantor Retained Annuity Trust, and 37,940.26
common units and 762.03 preferred units held by the John M. Ballbach
2009 Grantor Retained Annuity Trust; Mr. Ballbach is the sole trustee
of each of these Trusts. Mr. Ballbach has voting and investment
authority over the securities held by the Trusts, but disclaims
beneficial ownership of the securities held by the Trusts except to
the extent of his pecuniary interest therein. The address for the
Trusts is: The Wilmington Trust Company, c/o Gerhard T. van Arkel, 797
East Lancaster Avenue, Villanova, PA 19085.(5)
    
    Units are held by Zoco L.P., a Nevada limited partnership. Mr. Zollars
and his wife are the sole general and limited partners of Zoco L.P.  113




---



##### Table of Contents



Description of Equity Capital of Holdings
  Preferred Units
 Yield.
 Redemptions; Distributions.
  First
 Second
 Third
  Voting Rights.
 Common Units
 Redemptions; Distributions.
 Voting Rights.
   114




---



##### Table of Contents



Equity Compensation Plan Information
  Number of SecuritiesRemaining for FutureIssuance Under EquityNumber of Securities to
    
    
    Weighted-Average
    
    
    Compensation Plansbe Issued Upon Exercise
    
    
    Exercise Price of
    
    
    (Excluding Securitiesof Outstanding Options
    
    
    Outstanding Options (b)
    
    
    Reflected in Column (a))Plan Category
    
    (a)(1)
    
    
    (1)
    
    
    (c)(1)Equity compensation plans
approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total at December 31, 2010
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The Holdings Equity Plan was approved by Holdings Board of Managers and its members on
June 29, 2007. There are no options outstanding under the Holdings Equity Plan; the only
securities that have been issued pursuant to the Holdings Equity Plan are preferred units and
common units. See Description of Equity Capital of Holdings above for a description of the
securities. There is no mandatory limitation on the number of securities remaining for
issuance under the Holdings Equity Plan.  115




---



##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
 Payments to Madison Dearborn and Avista
  Management Equity Arrangements
       116




---



##### Table of Contents



Number of Class A
    
    
    Number of Class AName
    
    Common Units
    
    
    Preferred UnitsJohn M. Ballbach (1)
    
    
    298,679.81
    
    
    
    6,000.60Gregory L. Cowan
    
    
    14,244.52
    
    
    
    349.77Matthew Malenfant
    
    
    39,131.37
    
    
    
    960.87Manuel Brocke-Benz
    
    
    39,131.37
    
    
    
    960.87Wu Ming Kei (a/k/a Eddy Wu)
    
    
    19,565.68
    
    
    
    480.43George Van Kula
    
    
    70,436.46
    
    
    
    1,729.56Theodore C. Pulkownik
    
    
    97,828.42
    
    
    
    2,402.17Paul A. Dumas
    
    
    29,348.52
    
    
    
    720.65Jon Michael Colyer
    
    
    25,435.39
    
    
    
    624.56Charles R. Patel
    
    
    12,717.69
    
    
    
    312.28Theresa A. Balog
    
    
    19,565.70
    
    
    
    480.43
 
 (1)
    
    Includes 37,466.31 common units and 752.78 preferred units held by the
John M. Ballbach 2007 Grantor Retained Annuity Trust, and 37,940.26
common units and 762.03 preferred units held by the John M. Ballbach
2009 Grantor Retained Annuity Trust. Mr. Ballbach is the trustee of
both Trusts. Miscellaneous
       117




---



##### Table of Contents



Review and Approval of Transactions with Related Persons
  Director Independence
  1.
    
    Robert L. Barchi2.
    
    Edward Blechschmidt3.
    
    Robert P. DeCresce4.
    
    Pamela Forbes Lieberman5.
    
    Robert J. Zollars
   Nominating & CorporateAudit Committee
    
    Compensation Committee
    
    Finance Committee
    
    Governance CommitteeNicholas W. Alexos
    
    Timothy P. Sullivan
    
    John M. Ballbach
    
    Timothy P. SullivanEdward Blechschmidt
    
    Robert P. DeCresce
    
    Timothy P. Sullivan
    
    John M. BallbachCarlos del Salto
    
    Robert J. Zollars
    
    Nicholas W. Alexos
    
    Robert J. ZollarsPamela Forbes Lieberman
    
    Robert L. BarchiHarry M. Jansen Kraemer, Jr.
    
    Thompson Dean
  118




---



##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  Type of Fees
    
    2010
    
    
    2009(In thousands)Audit Fees (1)
    
    $
    2,795
    
    
    $
    3,139Audit-Related Fees (2)
    
    
    33
    
    
    
    46Tax Fees (3)
    
    
    80
    
    
    
    15$
    2,908
    
    
    $
    3,200
 
 (1)
    
    2010 and 2009 audit fees relate to the audit of the Companys global operations including
statutory audits, fees related to the audit of internal controls over financial reporting.(2)
    
    Audit-related services in 2010 and 2009 include agreed upon procedures in support of
statutory requirements.(3)
    
    Tax fees in 2010 and 2009 relate to tax compliance services. Pre-Approval Policy for Auditor Services
     119




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   PageVWR FUNDING, INC. AND SUBSIDIARIESReport of Independent Registered Public Accounting Firm
    
    
    40Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    41Consolidated Statements of Operations for the years ended December
31, 2010, 2009 and 2008
    
    
    42Consolidated Statement of Stockholders Equity and Other
Comprehensive Income (Loss) for the years ended December 31, 2010,
2009 and 2008
    
    
    43Consolidated Statements of Cash Flows for the years ended December
31, 2010, 2009 and 2008
    
    
    44Notes to Consolidated Financial Statements
    
    
    45Schedule II  Valuation and Qualifying Accounts for the years ended
December 31, 2010, 2009 and 2008
    
    
    126
  120




---



##### Table of Contents



Exhibit*Number

    
    Description of Documents
    
    Method of Filing3.1
    
    
    Certificate of Incorporation of VWR Funding, Inc.
    
    Previously filed as
Exhibit 3.1 to Form
S-4, filed on
December 21, 20073.2(a)
    
    
    Bylaws of VWR Funding, Inc. (pursuant to the
Agreement and Plan of Merger, dated May 2, 2007,
between Varietal Distribution Merger Sub, Inc.
(Merger Sub), Varietal Distribution Holdings,
LLC, and CDRV Investors, Inc., pursuant to which
Merger Sub merged with and into CDRV Investors,
Inc. on June 29, 2007, with CDRV Investors, Inc.
as the surviving corporation, the Bylaws of
Merger Sub became the Bylaws of VWR Funding,
Inc., as the surviving corporation)
    
    Previously filed as
Exhibit 3.2(a) to
Form S-4, filed on
December 21, 20073.2(b)
    
    
    Amendment to said Bylaws
    
    Previously filed as
Exhibit 3.2(b) to
Form S-4, filed on
December 21, 20074.1(a)
    
    
    Indenture, dated as of April 7, 2004, by and
among CDRV Acquisition Corporation, as Issuer
(the rights and obligations of which were
assumed by VWR International, Inc.), the
Subsidiary Guarantors from time to time parties
thereto, as Subsidiary Guarantors and Wells
Fargo Bank, National Association, as Trustee,
relating to the 8% Senior Subordinated Notes due
2014 of CDRV Acquisition Corporation
    
    Previously filed as
Exhibit 4.5 to VWR
International, Inc.
Form S-4, filed on
August 30, 20044.1(b)
    
    
    Supplemental Indenture, dated as of April 7,
2004, relating to the 8% Senior Subordinated
Notes
    
    Previously filed as
Exhibit 4.7 to VWR
International, Inc.
Form S-4, filed on
August 30, 20044.1(c)
    
    
    Form of 8% Senior Subordinated Notes
    
    Previously filed as
Exhibit 4.11 to VWR
International, Inc.
Form S-4, filed on
August 30, 20044.1(d)
    
    
    Supplemental Indenture, dated as of April 7,
2004, relating to the 8% Senior Subordinated
Notes
    
    Previously filed as
Exhibit 4.13 to
Amendment No. 2 to
VWR International,
Inc. Form S-4,
filed on November
19, 20044.1(e)
    
    
    Supplemental Indenture, effective as of June 29,
2007, relating to the 8% Senior Subordinated
Notes
    
    Previously filed as
Exhibit 4.4 to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.2(a)
    
    
    Credit Agreement, dated as of June 29, 2007,
among VWR Funding, Inc., the Foreign Subsidiary
Borrowers from time to time parties thereto, the
Lenders from time to time parties thereto, Bank
of America, N.A., as Administrative Agent and
Collateral Agent, and the Arrangers and other
Agents named therein
    
    Previously filed as
Exhibit 4.5(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.2(b)
    
    
    Guarantee and Collateral Agreement, dated as of
June 29, 2007, among VWR Investors, Inc., VWR
Funding, Inc., the Subsidiaries from time to
time parties thereto, and Bank of America, N.A.,
as Collateral Agent
    
    Previously filed as
Exhibit 4.5(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.3(a)
    
    
    Indenture, dated as of June 29, 2007, by and
among VWR Funding, Inc., the Guarantors from
time to time parties thereto, and Law Debenture
Trust Company of New York, as Trustee, relating
to 10.25% Senior Notes due 2015 (including form
of Note attached as an exhibit thereto)
    
    Previously filed as
Exhibit 4.6(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 2007
  121




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing4.3(b)
    
    
    Purchase Agreement, dated as of June 26, 2007, by and among
VWR Funding, Inc. and the Representatives of the Purchasers
named therein, relating to 10.25% Senior Notes due 2015
    
    Previously filed as
Exhibit 4.6(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.3(c)
    
    
    Exchange and Registration Rights Agreement, dated as of June
29, 2007, among VWR Funding, Inc., the Guarantors from time
to time parties thereto, and the Representatives of the
Purchasers named therein
    
    Previously filed as
Exhibit 4.6(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.4(a)
    
    
    Indenture, dated as of June 29, 2007, by and among VWR
Funding, Inc., the Guarantors from time to time parties
thereto, and Law Debenture Trust Company of New York, as
Trustee, relating to 10.75% Senior Subordinated Notes due
2017 (including forms of Notes attached as an exhibit
thereto)
    
    Previously filed as
Exhibit 4.7(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.4(b)
    
    
    Purchase Agreement, dated as of June 27, 2007, by and among
VWR Funding, Inc. and the Purchasers named therein, relating
to 10.75% Senior Subordinated Notes due 2017
    
    Previously filed as
Exhibit 4.7(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 20074.4(c)
    
    
    Exchange and Registration Rights Agreement, dated as of June
29, 2007, among VWR Funding, Inc., the Guarantors from time
to time parties thereto, and the Purchasers named therein
    
    Previously filed as
Exhibit 4.7(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.1(a)
    
    
    Agreement and Plan of Merger, dated May 2, 2007, among
Varietal Distribution Holdings, LLC, Varietal Distribution
Merger Sub, Inc., and VWR Funding, Inc. (formerly CDRV
Investors, Inc.)
    
    Previously filed as
Exhibit 10.1(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.1(b)
    
    
    First Amendment to said Merger Agreement, dated May 7, 2007
    
    Previously filed as
Exhibit 10.1(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.1(c)
    
    
    Second Amendment to said Merger Agreement, dated May 30, 2007
    
    Previously filed as
Exhibit 10.1(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.2
    
    
    Amended and Restated Management Services Agreement, dated as
of June 29, 2007, between VWR Funding, Inc. and Madison
Dearborn Partners V-B, L.P.
    
    Previously filed as
Exhibit 10.1 to
Quarterly Report on
Form 10-Q for the
period ended
September 30, 200710.3(a)
    
    
    Varietal Distribution Holdings, LLC 2007
Securities Purchase Plan**
    
    Previously filed as
Exhibit 10.3(a) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.3(b)
    
    
    Limited Liability Company Agreement, dated June 29, 2007,
among Varietal Distribution Holdings, LLC and the
unitholders named therein from time to time**
    
    Previously filed as
Exhibit 10.3(b) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.3(c)
    
    
    Securityholders Agreement, dated June 29, 2007, among
Varietal Distribution Holdings, LLC and the other parties
named therein from time to time**
    
    Previously filed as
Exhibit 10.3(c) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 200710.3(d)
    
    
    Form of Management Unit Purchase Agreement**
    
    Previously filed as
Exhibit 10.3(d) to
Quarterly Report on
Form 10-Q for the
period ended June
30, 2007
  122




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing10.4
    
    
    Amended and Restated
Employment Letter, dated December 20, 2010, between VWR Management
Services, LLC and John M. Ballbach**
    
    Filed herewith10.5
    
    
    Amended and Restated
Employment Letter, dated December 20, 2010, between VWR Management
Services, LLC and Gregory L. Cowan**
    
    Filed herewith10.6
    
    
    Amended and Restated
Employment Letter, dated December 20, 2010, between VWR Management
Services, LLC and Matthew
Malenfant**
    
    Filed herewith10.7(a)
    
    
    Employment Agreement, dated
April 23, 2003, between VWR
International GmbH and Manuel
Brocke-Benz**
    
    Previously filed as
Exhibit 10.8(a) to
Annual Report on
Form 10-K for the
year ended December 31, 200910.7(b)
    
    
    Supplement to Employment
Agreement, dated April 23, 2003,
between VWR International GmbH and
Mauel Brocke-Benz**
    
    Previously filed as
Exhibit 10.8(b) to
Annual Report on
Form 10-K for the
year ended December 31, 200910.8
    
    
    Employment Agreement, dated
June 13, 2008 between VWR
International, LLC and Wu Ming Kei
(a/k/a Eddy Wu)**
    
    Previously filed as
Exhibit 10.9 to
Annual report on
Form 10-K for the
year ended December 31, 200910.9(a)
    
    
    VWR International Nonqualified
Deferred Compensation Plan,
effective May 1, 2007**
    
    Previously filed as
Exhibit 10.1 to
Quarterly Report on
Form 10-Q for the
period ended March 31, 200710.9(b)
    
    
    Amendment to said Plan**
    
    Previously filed as
Exhibit 10.9(b) to
Annual Report on
Form 10-K for the
year ended December 31, 200710.10(a)
    
    
    VWR International Nonqualified
Deferred Compensation Plan Trust
Agreement, dated as of, May 1,
2007, between VWR International,
Inc. and Wells Fargo, N.A.**
    
    Previously filed as
Exhibit 10.2 to
Quarterly Report on
Form 10-Q for the
period ended March 31, 200710.10(b)
    
    
    Amendment to said Trust Agreement**
    
    Previously filed as
Exhibit 10.10(b) to
Annual Report on
Form 10-K for the
year ended December 31, 200710.11(a)
    
    
    VWR International Amended and Restated
Retirement Plan**
    
    Previously filed as
Exhibit 10.8(a) to
Annual Report on
Form 10-K for the
year ended December 31, 200610.11(b)
    
    
    Amendment No. 1 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.8(b) to
Annual Report on
Form 10-K for the
year ended December 31, 200610.11(c)
    
    
    Amendment No. 2 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.8(c) to
Annual Report on
Form 10-K for the
year ended December 31, 200610.11(d)
    
    
    Amendment No. 3 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.11(d) to
Annual Report on
Form 10-K for the
year ended December 31, 200810.11(e)
    
    
    Amendment No. 4 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.12(e) to
Annual Report on
Form 10-K for the
year ended December 31, 200910.11(f)
    
    
    Amendment No. 5 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.12(f) to
Annual Report on
Form 10-K for the
year ended December 31, 200910.11(g)
    
    
    Amendment No. 6 to said Retirement Plan**
    
    Previously filed as
Exhibit 10.12(g) to
Annual Report on
Form 10-K for the
year ended December 31, 200910.11(h)
    
    
    Amendment No. 7 to said Retirement Plan**
    
    Filed herewith
  123




---



##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing10.12
    
    
    VWR International, LLC Amended and Restated
Supplemental Benefits Plan**
    
    Previously filed as
Exhibit 10.12 to
Annual Report on
Form 10-K for the
year ended December
31, 200810.13
    
    
    Board Compensation Policy**
    
    Previously filed as
Exhibit 10.14 to
Annual Report on
Form 10-K for the
year ended December
31, 200712.1
    
    
    Computation of Ratio of Earnings to Fixed Charges
    
    Filed herewith21.1
    
    
    List of Subsidiaries
    
    Filed herewith24
    
    
    Power of Attorney
    
    Filed herewith31.1
    
    
    Certification of Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed herewith31.2
    
    
    Certification of Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed herewith32.1
    
    
    Certificate of Principal Executive Officer
pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)
    
    Furnished herewith32.2
    
    
    Certificate of Principal Financial Officer
pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)
    
    Furnished herewith
 
 *
    
    Investors should not rely on any representations and warranties, or similar statements,
contained in the Exhibits other than those contained in Exhibits 31.1, 31.2, 32.1 and 32.2.**
    
    Denotes management contract or compensatory plan, contract or arrangement. SUPPLEMENTAL INFORMATION
   124




---



##### Table of Contents



VWR FUNDING, INC.By:
    /s/ Theresa A. BalogName:
    Theresa A. BalogTitle:
    Vice President and Corporate Controller
(Chief Accounting Officer and Duly Authorized
Officer)February 25, 2011  Signature
    
    Title
    
    Date/s/ John M. Ballbach
    
    Chairman, President and Chief Executive Officer
    
    February 25, 2011John M. Ballbach/s/ Gregory L. Cowan
    
    Senior Vice President and Chief Financial Officer
    
    February 25, 2011Gregory L. Cowan/s/ Theresa A. Balog
    
    Vice President and Corporate Controller
    
    February 25, 2011Theresa A. Balog
 Directors:
 Nicholas W. Alexos
    
    Thompson DeanRobert L. Barchi
    
    Pamela Forbes LiebermanEdward A. Blechschmidt
    
    Harry M. Jansen Kraemer, Jr.Robert P. DeCresce
    
    Timothy P. SullivanCarlos del Salto
    
    Robert J. Zollars
  /s/ George Van Kula
    
    Attorney-in-fact
    
    February 25, 2011George Van Kula
  125




---



##### Table of Contents



Schedule II  Valuation and Qualifying Accounts
 VWR FUNDING, INC.
For the Years Ended December 31, 2010, 2009 and 2008
 ForeignBalance at
    
    
    
    
    
    
    Currency
    
    
    IncreasesBeginning of
    
    
    Charged to
    
    
    Translation
    
    
    (Deductions)
    
    
    Balance atYear
    
    
    Income
    
    
    Adjustment
    
    
    From Reserves
    
    
    End of Year(In millions)Year ended December 31, 2010Allowance for doubtful receivables (1)
    
    $
    10.8
    
    
    $
    2.5
    
    
    $
    (0.6
    )
    
    $
    (3.6
    )
    
    $
    9.1Valuation allowance on deferred taxes (2)
    
    $
    56.6
    
    
    $
    3.5
    
    
    $
    (3.0
    )
    
    $
    10.4
    
    
    $
    67.5Year ended December 31, 2009Allowance for doubtful receivables (1)
    
    $
    10.1
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    (3.7
    )
    
    $
    10.8Valuation allowance on deferred taxes (2)
    
    $
    47.2
    
    
    $
    1.8
    
    
    $
    1.6
    
    
    $
    6.0
    
    
    $
    56.6Year ended December 31, 2008Allowance for doubtful receivables (1)
    
    $
    12.0
    
    
    $
    2.7
    
    
    $
    (0.8
    )
    
    $
    (3.8
    )
    
    $
    10.1Valuation allowance on deferred taxes (2)
    
    $
    36.2
    
    
    $
    2.8
    
    
    $
    (2.4
    )
    
    $
    10.6
    
    
    $
    47.2
 
 (1)
    
    Deductions from reserves indicates bad debts charged off, less
recoveries.(2)
    
    Increases (deductions) from reserves indicates utilization and other
adjustments not charged or credited to income.  126




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit*Number
    
    Description of Documents10.4
    
    
    Amended and Restated Employment Letter,
dated December 20, 2010, between VWR Management
Services, LLC and John M. Ballbach**10.5
    
    
    Amended and Restated Employment Letter,
dated December 20, 2010, between VWR Management
Services, LLC and Gregory L. Cowan**10.6
    
    
    Amended and Restated Employment Letter,
dated December 20, 2010, between VWR Management
Services, LLC and Matthew Malenfant**10.11(h)
    
    
    Amendment No. 7 to said Retirement Plan**12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges21.1
    
    
    List of Subsidiaries24
    
    
    Power of Attorney31.1
    
    
    Certification of Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    
    Certification of Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    
    Certificate of Principal Executive Officer
pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)32.2
    
    
    Certificate of Principal Financial Officer
pursuant to 18 U.S.C. 1350 (Section 906 of the
Sarbanes-Oxley Act of 2002)
 
 *
    
    Investors should not rely on any representations and warranties, or similar statements,
contained in the Exhibits other than those contained in Exhibits 31.1, 31.2, 32.1 and 32.2.**
    
    Denotes management contract or compensatory plan, contract or arrangement.  127