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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, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-124100
 
 VWR FUNDING, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    56-2445503(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 1310 Goshen Parkway
P.O. Box 2656
West Chester, PA 19380  (Address of Principal Executive Offices)
 Registrants telephone number, including area code: (610) 431-1700
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: None
 Yes o No þ
 Yes þ No o
 Yes o No þ
 Yes
o No o
 þ
  Large accelerated file o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 Yes o No þ
  DOCUMENTS INCORPORATED BY REFERENCE
 None




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##### 



VWR FUNDING, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
 TABLE OF CONTENTS
 PART IITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    6ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    17ITEM 2. PROPERTIES
    
    
    17ITEM 3. LEGAL PROCEEDINGS
    
    
    18ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    18PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    18ITEM 6. SELECTED FINANCIAL DATA
    
    
    19ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    21ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    46ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    47ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    108ITEM 9A. CONTROLS AND PROCEDURES
    
    
    108ITEM 9B. OTHER INFORMATION
    
    
    110PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    110ITEM 11. EXECUTIVE COMPENSATION
    
    
    117ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    135ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    138ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    141PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    142Exhibit 10.6 (a)Exhibit 10.6 (b)Exhibit 10.8 (a)Exhibit 10.8 (b)Exhibit 10.9Exhibit 10.12 (e)Exhibit 10.12 (f)Exhibit 10.12 (g)Exhibit 12.1Exhibit 21.1Exhibit 24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  
   i




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PART I
 
 ITEM 1. BUSINESS
 Overview
       1




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Customers and Markets
     Products
    2




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Services
  Distribution Network
   Sales and Marketing
    Suppliers
     3




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Trademarks and Trade Names
   Competition
   Government Regulation
  Employees
   4




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Environmental, Health and Safety Matters
   Available Information
 www.sec.gov.
 www.vwr.com.
 Corporate Information
 www.vwr.com.
  5




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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 or 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.
   6




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
    
    incur additional indebtedness;
    
    pay dividends or make distributions in respect of our capital stock or
to make certain other restricted payments or investments;
    
    purchase or redeem stock;
    
    make investments or other specified restricted payments;
    
    create liens;
    
    sell assets and subsidiary stock;
    
    enter into transactions with affiliates; and
    
    enter into mergers, consolidations and sales of substantially all assets.
   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.
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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.
  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.
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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 the continued volatility of global economic conditions or
instability in the capital and credit markets could adversely impact our business for the
foreseeable future.
  
    
    a reduction in revenues and/or less favorable pricing or terms from 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;
    
    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.
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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.
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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.
   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 or business combinations,
which will subject us to a variety of risks that could harm our business.
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
    
    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 or business combinations might have a material adverse effect on our
business relationships with customers or manufacturers, or both, and could lead to a termination
of, or otherwise affect our relationships with, such customers or manufacturers;
    
    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.
 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 center in Coimbatore, India;
    
    fluctuations in foreign currency exchange rates; and
    
    potentially adverse tax consequences of operating in multiple jurisdictions.
  In 2008, 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.
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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.
   13




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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.
   We are subject to product liability and other claims in the ordinary course of business.
    14




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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 third parties to ship products to our customers and interruptions in their operations
could harm our business, financial condition and results of operations.
  Problems with or failure of our information technology, its connectivity to our customers,
suppliers and certain service providers and the normal functioning of our telephone systems could
significantly disrupt our operations, which could reduce our customer or supplier base and could
harm our business, financial condition and results of operations.
     15




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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.
    16




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  Location
    
    Owned/Leased
    
    Size

    
    Type of FacilityBatavia, Illinois(1) *
    
    Owned
    
    300,000 sq. ft.
    
    DistributionBriare, France(2)
    
    Owned/Leased
    
    358,675 sq. ft.
    
    Distribution/Repackaging and MixingBridgeport, New Jersey(1) *
    
    Owned/Leased
    
    416,776 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/AssemblyCoimbatore, India(1)(2)(3)
    
    Leased
    
    33,022 sq. ft.
    
    Shared ServicesDarmstadt, Germany(2)
    
    Leased
    
    45,348 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.
    
    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
    
    114,000 sq. ft.
    
    DistributionMollet del Valles, Spain(2)
    
    Leased
    
    33,480 sq. ft.
    
    DistributionRadnor, Pennsylvania(4)
    
    Leased
    
    150,000 sq. ft.
    
    OfficesRochester, New York(3) *
    
    Owned
    
    339,600 sq. ft.
    
    Distribution/Manufacturing/AssemblySan 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.
    
    DistributionSugar 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.
    
    DistributionWest Chester, Pennsylvania(1)(3)(4)
    
    Leased
    
    97,516 sq. ft.
    
    Offices
 
 *
    
    Subject to a mortgage lien under the Senior Secured Credit Facility.(1)
    
    North American Lab(2)
    
    European Lab(3)
    
    Science Education(4)
    
    During 2010, our corporate headquarters offices will be relocated to
Radnor, Pennsylvania. As of December 31, 2009, our leased facility in
Radnor, Pennsylvania has not yet been occupied.  17




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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 Re-election of Directors
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
   Dividends
    18




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Recent Sales and Purchases of Unregistered Equity Securities
     
 ITEM 6. SELECTED FINANCIAL DATA
   19




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Successor
    
    
    
    PredecessorJune 30 -
    
    
    
    January 1 -Year Ended December 31,
    
    
    December 31,
    
    
    
    June 29,
    
    
    Year Ended December 31,(In millions)
    

2009
    
    
    2008
    
    
    2007
    
    
    
    2007
    
    
    2006
    
    

2005Income Statement Data:Net sales
    
    $
    3,561.2
    
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
    
    
    $
    3,257.6
    
    
    $
    3,138.2Cost of goods sold
    
    
    2,545.6
    
    
    
    2,693.8
    
    
    
    1,311.3
    
    
    
    
    1,230.1
    
    
    
    2,374.3
    
    
    
    2,334.5Gross profit
    
    
    1,015.6
    
    
    
    1,065.4
    
    
    
    511.4
    
    
    
    
    469.2
    
    
    
    883.3
    
    
    
    803.7SG&A expenses(1)(2)(3)(4)
    
    
    806.8
    
    
    
    1,253.7
    
    
    
    408.5
    
    
    
    
    408.1
    
    
    
    692.3
    
    
    
    660.6Operating income (loss)
    
    
    208.8
    
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1
    
    
    
    191.0
    
    
    
    143.1Interest expense, net(5)
    
    
    (224.5
    )
    
    
    (283.9
    )
    
    
    (127.4
    )
    
    
    
    (98.5
    )
    
    
    (110.4
    )
    
    
    (104.0
    )Other income (expense), net(6)
    
    
    (23.9
    )
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5
    
    
    
    (1.5
    )
    
    
    3.8(Loss) income before taxes and cummulative
effect of a change in accounting principal
    
    
    (39.6
    )
    
    
    (450.1
    )
    
    
    (91.7
    )
    
    
    
    (33.9
    )
    
    
    79.1
    
    
    
    42.9Income tax benefit (provision)
    
    
    25.5
    
    
    
    115.5
    
    
    
    42.7
    
    
    
    
    8.3
    
    
    
    (32.7
    )
    
    
    (20.9
    )(Loss) income before cumulative effect of a
change in accounting principal
    
    
    (14.1
    )
    
    
    (334.6
    )
    
    
    (49.0
    )
    
    
    
    (25.6
    )
    
    
    46.4
    
    
    
    22.0Cumulative effect of a change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )Net (loss) income
    
    $
    (14.1
    )
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )
    
    $
    46.4
    
    
    $
    21.5Other Financial Data:Depreciation and amortization
    
    $
    116.6
    
    
    $
    116.1
    
    
    $
    53.2
    
    
    
    $
    19.4
    
    
    $
    41.4
    
    
    $
    33.9Capital expenditures
    
    
    23.9
    
    
    
    29.7
    
    
    
    16.3
    
    
    
    
    15.7
    
    
    
    23.6
    
    
    
    18.4Gross profit as a percentage of net sales
    
    
    28.5
    %
    
    
    28.3
    %
    
    
    28.1
    %
    
    
    
    27.6
    %
    
    
    27.1
    %
    
    
    25.6
    %Balance Sheet Data:Cash and cash equivalents
    
    $
    124.4
    
    
    $
    42.0
    
    
    $
    45.0
    
    
    
    
    
    
    
    $
    139.4
    
    
    $
    126.1Total assets
    
    
    5,127.3
    
    
    
    5,084.9
    
    
    
    5,615.3
    
    
    
    
    
    
    
    
    2,646.2
    
    
    
    2,591.8Total debt
    
    
    2,871.7
    
    
    
    2,815.6
    
    
    
    2,797.4
    
    
    
    
    
    
    
    
    1,723.7
    
    
    
    1,451.8Total stockholders equity
    
    
    1,042.6
    
    
    
    1,008.4
    
    
    
    1,407.3
    
    
    
    
    
    
    
    
    62.9
    
    
    
    321.3
 
 (1)
    
    Share-based compensation expense of $3.4 million, $3.8 million, $2.7
million, $9.0 million and $4.6 million is included in selling, general
and administrative (SG&A) expenses for the years ended December 31,
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 the fourth quarter of 2008, we recognized aggregate impairment
charges of $392.1 million, 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 on these impairment charges.(3)
    
    Predecessor expenses associated with the Merger amounted to $36.8
million for the period January 1  June 29, 2007. These expenses
consisted of investment banking, legal, accounting and advisory fees
related to the Merger.(4)
    
    Included in SG&A expenses, we recognized charges (credits) relating to
cost reduction initiatives of $11.4 million, $4.2 million, $0.3
million, $0.7 million, $(1.0) million and $20.6 million, during the
years ended December 31, 2009 and 2008, for the periods from June 30
through December 31, 2007 and January 1 through June 29, 2007, and for
the years ended December 31, 2006 and 2005, respectively.(5)
    
    Interest rate swap arrangements have contributed to volatility in
interest expense, net. See Note 14 included in Item 8  Financial
Statements and Supplementary Data in this Annual Report on
Form 10-K for more information on our interest rate swap arrangements.(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 on our exchange gains and losses
included in other income (expense), net.  20




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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 and credit and financial market conditions, inflation
and interest rates worldwide;
  21




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
    
    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.
   Overview
    
    
    a reduction in customer spending during the latter part of 2008 and throughout 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 have initiated
restructuring of research functions resulting in workforce reductions, facility closures and
budget reductions; (ii) certain of our customers in the biotechnology industry, which are
experiencing increased economic and liquidity pressures; and (iii) certain of our customers
in the primary and secondary educational market, which are facing budget reductions and/or
funding deficits;
    
    the effects of the Merger, including increased depreciation, amortization and interest
expense in 2009, 2008 and the second half of 2007 and the recognition of certain Merger
expenses in the first half of 2007;
    
    our recognition of non-cash impairment charges during 2008 associated with goodwill and
intangible assets, primarily as a result of macroeconomic factors;
    
    changes in foreign currency exchange rates;
    
    acquisitions of certain businesses; and
    
    foreign currency translation, including our recognition of net unrealized translation
gains (losses) on certain portions of our debt.
  22




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Strategy
  Increase Productivity and Profitability.
 Expand Global Presence.
 Targeted Acquisitions and Efficient Integration.
 Improve Sourcing Strategy.
 Increase Sales of Private Label Products.
 Factors Affecting Our Operating Results
 Effects of Merger
     23




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Impairments of Goodwill and Intangible Assets
   Foreign Currency
     24




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##### Table of Contents



Recent Acquisitions
  Acquisition Date
    
    Entity Name
    
    Product / Service Offering
    
    Location
    
    Business SegmentDecember 1, 2009
    
    OneMed Lab (OneMed)
    
    Laboratory supply
    
    Finland, Norway & Sweden
    
    European LabOctober 1, 2009
    
    X-treme Geek (XGeek)
    
    Internet and catalog retailer marketing to science enthusiasts
    
    United States
    
    Science EducationOctober 1, 2008
    
    Omnilab AG (Omnilab AG)
    
    Laboratory supply
    
    Switzerland
    
    European LabAugust 1, 2008
    
    Spektrum-3D Kft (Spektrum)
    
    Laboratory supply
    
    Hungary
    
    European LabApril 1, 2008
    
    Jencons (Scientific) Limited (Jencons)
    
    Laboratory supply
    
    United Kingdom
    
    European LabNovember 1, 2007
    
    Omnilabo International B.V. (Omnilabo BV)
    
    Laboratory supply
    
    Netherlands
    
    European LabJuly 2, 2007
    
    Bie & Berntsen A-S (B&B)
    
    Laboratory supply
    
    Denmark
    
    European LabApril 2, 2007
    
    KMF Laborchemie Handels GmbH (KMF)
    
    Laboratory supply, including chemical and consumable products
    
    Germany
    
    European Lab
  Seasonality and Inflation
    25




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##### Table of Contents



Basis of Financial Statement Presentation
  Year Ended December 31, 2007Successor
    
    
    Predecessor
    
    
    CombinedNet sales
    
    $
    1,822.7
    
    
    $
    1,699.3
    
    
    $
    3,522.0Cost of goods sold
    
    
    1,311.3
    
    
    
    1,230.1
    
    
    
    2,541.4Gross profit
    
    
    511.4
    
    
    
    469.2
    
    
    
    980.6Selling, general and administrative expenses
    
    
    408.5
    
    
    
    371.3
    
    
    
    779.8Merger expenses
    
    
    
    
    
    
    36.8
    
    
    
    36.8Operating income
    
    
    102.9
    
    
    
    61.1
    
    
    
    164.0Interest income
    
    
    3.0
    
    
    
    3.3
    
    
    
    6.3Interest expense
    
    
    (130.4
    )
    
    
    (101.8
    )
    
    
    (232.2
    )Other income (expense), net
    
    
    (67.2
    )
    
    
    3.5
    
    
    
    (63.7
    )Loss before income taxes
    
    
    (91.7
    )
    
    
    (33.9
    )
    
    
    (125.6
    )Income tax benefit
    
    
    42.7
    
    
    
    8.3
    
    
    
    51.0Net loss
    
    $
    (49.0
    )
    
    $
    (25.6
    )
    
    $
    (74.6
    )
  Components of Revenues and Expenses
    26




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##### Table of Contents



Results of Operations
 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
      27




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##### 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
    %
    28




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##### 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
    
    
    Foreign
    
    
    
    
    
    
    2009operating
    
    
    of goodwill
    
    
    currency and
    
    
    Other
    
    
    operatingincome
    
    
    & intangible
    
    
    the
    
    
    (explained
    
    
    income(loss)
    
    
    assets
    
    
    Acquisitions
    
    
    below)
    
    
    (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
    29




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##### Table of Contents



Interest Expense, Net of Interest Income
  Other Income (Expense), Net
  Income Taxes
      30




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##### Table of Contents



2008 Compared With 2007
 Net Sales
  Year Ended December 31,2008
    
    
    % Change
    
    
    2007(1)North American Lab
    
    $
    2,092.2
    
    
    
    3.7
    %
    
    $
    2,018.4European Lab
    
    
    1,503.4
    
    
    
    12.9
    %
    
    
    1,331.2Science Education
    
    
    163.6
    
    
    
    (5.1
    )%
    
    
    172.4Total
    
    $
    3,759.2
    
    
    
    6.7
    %
    
    $
    3,522.0
 
 (1)
    
    Represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without pro-forma adjustment.       31




---



##### Table of Contents



Gross Profit
  Year Ended December 31,2008
    
    
    2007(2)Gross profit
    
    $
    1,065.4
    
    
    $
    980.6Percentage of net sales (gross margin)
    
    
    28.3
    %
    
    
    27.8
    %
 
 (2)
    
    Represents the mathematical sum of the 2007 Predecessor period (January 1 through June 29,
2007) and Successor period (June 30 through December 31, 2007), without pro-forma adjustment.  SG&A Expenses
  Year Ended December 31,2008
    
    
    2007SG&A expenses, as reported(3)
    
    $
    861.6
    
    
    $
    779.8Percentage of net sales, as reported
    
    
    22.9
    %
    
    
    22.1
    %Depreciation and amortization(4)
    
    
    
    
    
    
    35.2Other adjustments(5)
    
    
    
    
    
    
    (6.3
    )SG&A expenses, as adjusted
    
    $
    861.6
    
    
    $
    808.7Percentage of net sales, as adjusted
    
    
    22.9
    %
    
    
    23.0
    %
 
 (3)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor
period (January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without pro-forma adjustment.(4)
    
    Reflects pro-forma adjustments had the Merger occurred on January 1,
2007. The increases in depreciation and amortization are the result of
increases in the fair value of amortizable intangible assets acquired
and property and equipment, including the revisions of estimated
useful lives.(5)
    
    Represents pro-forma adjustments associated with management and board
service fees and executive officer salaries. Also reflects a pro-forma
adjustment to exclude $7.9 million of share-based compensation
associated with the acceleration of unvested stock options and
restricted stock units as a result of the change in control caused by
the Merger.  32




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##### Table of Contents



Impairment of Goodwill and Intangible Assets
  Merger Expenses
  Operating (Loss) Income
  Year Ended December 31,% of
    
    
    
    
    
    
    % of2008
    
    
    Net Sales
    
    
    2007
    
    
    Net SalesOperating (loss) income, as reported:(6)North American Lab
    
    $
    (95.3
    )
    
    
    (4.6
    )%
    
    $
    105.9
    
    
    
    5.2
    %European Lab
    
    
    2.8
    
    
    
    0.2
    %
    
    
    80.9
    
    
    
    6.1
    %Science Education
    
    
    (95.8
    )
    
    
    (58.6
    )%
    
    
    14.0
    
    
    
    8.1
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    n/m(188.3
    )
    
    
    (5.0
    )%
    
    
    164.0
    
    
    
    4.7
    %SG&A adjustments:(7)North American Lab
    
    
    
    
    
    
    
    
    
    
    (10.2
    )European Lab
    
    
    
    
    
    
    
    
    
    
    (15.9
    )Science Education
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    
    
    
    
    
    (28.9
    )Operating (loss) income, as adjusted:North American Lab
    
    
    (95.3
    )
    
    
    (4.6
    )%
    
    
    95.7
    
    
    
    4.7
    %European Lab
    
    
    2.8
    
    
    
    0.2
    %
    
    
    65.0
    
    
    
    4.9
    %Science Education
    
    
    (95.8
    )
    
    
    (58.6
    )%
    
    
    11.2
    
    
    
    6.5
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    (36.8
    )
    
    
    n/m$
    (188.3
    )
    
    
    (5.0
    )%
    
    $
    135.1
    
    
    
    3.8
    %
 
 (6)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30 through
December 31, 2007) by segment, without pro-forma adjustment.(7)
    
    See notes (4) and (5) above for explanation of these pro-forma adjustments.  33




---



##### Table of Contents



Impairment
    
    
    Foreign2007 operating
    
    
    of goodwill
    
    
    currency(loss) income,
    
    
    & intangible
    
    
    and the 2008/2007
    
    
    Merger
    
    
    Other
    
    
    2008 operatingas adjusted
    
    
    assets
    
    
    Acquisitions
    
    
    expenses
    
    
    (explained below)
    
    
    (loss) incomeNorth American Lab
    
    $
    95.7
    
    
    $
    (202.1
    )
    
    $
    (0.3
    )
    
    $
    
    
    
    $
    11.4
    
    
    $
    (95.3
    )European Lab
    
    
    65.0
    
    
    
    (88.0
    )
    
    
    8.1
    
    
    
    
    
    
    
    17.7
    
    
    
    2.8Science Education
    
    
    11.2
    
    
    
    (102.0
    )
    
    
    
    
    
    
    
    
    
    
    (5.0
    )
    
    
    (95.8
    )Merger expenses
    
    
    (36.8
    )
    
    
    
    
    
    
    
    
    
    
    36.8
    
    
    
    
    
    
    
    $
    135.1
    
    
    $
    (392.1
    )
    
    $
    7.8
    
    
    $
    36.8
    
    
    $
    24.1
    
    
    $
    (188.3
    )
     34




---



##### Table of Contents



Interest Expense, Net of Interest Income
  Year Ended December 31,2008
    
    
    2007Interest income(8)
    
    $
    5.7
    
    
    $
    6.3Interest expense(8)
    
    
    (289.6
    )
    
    
    (232.2
    )Interest expense, net, as reported
    
    
    (283.9
    )
    
    
    (225.9
    )Interest expense adjustments(9)
    
    
    
    
    
    
    (44.2
    )Interest expense, net, as adjusted
    
    $
    (283.9
    )
    
    $
    (270.1
    )
 
 (8)
    
    For 2007, represents the mathematical sum of the 2007 Predecessor
period (January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without pro-forma adjustment.(9)
    
    Reflects increased interest expense as a result of the new capital
structure. In determining these amounts, we used interest rates in
effect as of December 31, 2007, and included adjustments to reflect
the estimated effect of our interest rate swaps entered into at the
time of the Merger. For pro-forma purposes, interest expense was
reflected as if cash interest was paid on the Senior Notes consistent
with our actual elections to pay cash interest in the year ended
December 31, 2008 and the period from June 30  December 31, 2007, but
this is not necessarily indicative of the actual method of payment
that may be selected in future periods.  Other Income (Expense), Net
  Income Taxes
    35




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##### Table of Contents



Liquidity and Capital Resources
       36




---



##### Table of Contents



Historical Cash Flows
  Operating Activities
  Year Ended December 31,2009
    
    
    2008
    
    
    2007(1)Cash flow from operations, excluding
working capital
    
    $
    133.9
    
    
    $
    45.5
    
    
    $
    58.2Cash flow from working capital changes, net
    
    
    35.1
    
    
    
    (36.8
    )
    
    
    18.2Cash flow from operations
    
    $
    169.0
    
    
    $
    8.7
    
    
    $
    76.4
 
 (1)
    
    Represents the mathematical sum of the 2007 Predecessor period
(January 1 through June 29, 2007) and Successor period (June 30
through December 31, 2007), without adjustment.   37




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##### Table of Contents



Investing Activities
   Financing Activities
   38




---



##### Table of Contents



Schedule of Contractual Obligations
  Total
    
    
    <1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    >5 yearsSenior Secured Credit Facility  term loans
    
    $
    1,471.9
    
    
    $
    20.9
    
    
    $
    23.5
    
    
    $
    1,427.5
    
    
    $
    Senior Secured Credit Facility  revolving
facility
    
    
    23.4
    
    
    
    23.4
    
    
    
    
    
    
    
    
    
    
    
    Senior Notes due 2015
    
    
    710.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    710.0Senior Subordinated Notes due 2017
    
    
    541.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    541.4Predecessor Senior Subordinated Notes due 2014
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    Interest(1)
    
    
    1,107.6
    
    
    
    170.5
    
    
    
    393.7
    
    
    
    324.8
    
    
    
    218.6Capital leases(2)
    
    
    17.9
    
    
    
    2.0
    
    
    
    4.5
    
    
    
    4.0
    
    
    
    7.4Operating leases(2)
    
    
    150.3
    
    
    
    30.7
    
    
    
    45.0
    
    
    
    23.6
    
    
    
    51.0Compensating cash balance and other debt(3)
    
    
    106.1
    
    
    
    106.1
    
    
    
    
    
    
    
    
    
    
    
    Unfunded pension obligation(4)
    
    
    42.3
    
    
    
    3.1
    
    
    
    2.9
    
    
    
    3.3
    
    
    
    33.0Total
    
    $
    4,171.9
    
    
    $
    356.7
    
    
    $
    469.6
    
    
    $
    1,784.2
    
    
    $
    1,561.4
 
 (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, 2009 and we assumed cash
interest will be paid on the Senior Notes and Senior Subordinated
Notes until maturity, except for our January 15, 2010 Senior Note
interest payment which was satisfied as payment in kind interest. 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). Lastly, we incorporated the impact of the Companys
March 2010 excess cash flow payment on future cash interest
requirements (see Indebtedness below for more information).(2)
    
    See Notes 10 and 15 in Item 8  Financial Statements and
Supplementary Data of this Annual Report on Form 10-K, for further
discussion 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, 2009, our compensating cash balance was
$105.0 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 pension obligations. Our pension obligations are included in
other long-term liabilities on our balance sheet as of December 31,
2009.    39




---



##### Table of Contents



Indebtedness
  Senior Secured Credit Facility.
     Senior Notes and Senior Subordinated Notes
  40




---



##### Table of Contents



Interest Rate Swap Arrangements.
   41




---



##### Table of Contents



Compensating Cash Balance.
 Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Goodwill and Intangible Assets.
      42




---



##### Table of Contents



st
   2008 Assessments
  2009 Assessments
   43




---



##### Table of Contents



Interest Rate Swap Valuations.
  Accounts Receivable and Reserves.
 Inventories.
 Rebates from Suppliers.
 Agreements with Customers.
  44




---



##### Table of Contents



Product Liability.
 Pension Plans. Form 10-K
 Income Taxes.
  Form 10-K
 Estimates and Other Accounting Policies.
  45




---



##### Table of Contents



New Accounting Standards
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
  Foreign Currency Exchange Rate Risk
     46




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  PageReport of Independent Registered Public Accounting Firm
    
    
    48Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    49Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 and for the periods included in the year ended December 31, 2007
    
    
    50Consolidated Statements of Stockholders Equity and Other Comprehensive Income (Loss) for the years ended December 31, 2009 and 2008 and for the periods included in
the year ended December 31, 2007
    
    
    51Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008 and for the periods included in the year ended December 31, 2007
    
    
    53Notes to Consolidated Financial Statements
    
    
    54Schedule II  Valuation and Qualifying Accounts for the years ended December 31, 2009 and 2008 and for the periods included in the year ended December 31,
2007
    
    
    148
  47




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
  Fair Value Measurements.
 
  48




---



##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Balance Sheets
 (In millions, except share data)
 December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    124.4
    
    
    $
    42.0Compensating cash balance
    
    
    105.0
    
    
    
    100.7Trade accounts receivable, less reserves of $10.8 and $10.1,
respectively
    
    
    471.3
    
    
    
    472.2Other receivables
    
    
    28.9
    
    
    
    34.4Inventories
    
    
    263.6
    
    
    
    284.8Other current assets
    
    
    24.0
    
    
    
    29.8Total current assets
    
    
    1,017.2
    
    
    
    963.9Property and equipment, net
    
    
    191.4
    
    
    
    190.1Goodwill
    
    
    1,833.0
    
    
    
    1,784.7Other intangible assets, net
    
    
    1,986.7
    
    
    
    2,012.9Deferred income taxes
    
    
    12.6
    
    
    
    14.2Other assets
    
    
    86.4
    
    
    
    119.1Total assets
    
    $
    5,127.3
    
    
    $
    5,084.9Liabilities, Redeemable Equity Units and Stockholders EquityCurrent liabilities:Current portion of debt and capital lease obligations
    
    $
    152.4
    
    
    $
    165.0Accounts payable
    
    
    378.2
    
    
    
    356.5Accrued expenses
    
    
    158.2
    
    
    
    189.8Total current liabilities
    
    
    688.8
    
    
    
    711.3Long-term debt and capital lease obligations
    
    
    2,719.3
    
    
    
    2,650.6Other long-term liabilities
    
    
    135.3
    
    
    
    121.5Deferred income taxes
    
    
    495.5
    
    
    
    546.7Total liabilities
    
    
    4,038.9
    
    
    
    4,030.1Redeemable equity units
    
    
    45.8
    
    
    
    46.4Commitments and contingences (Note 15)Stockholders equity:Common stock, $0.01 par value; 1,000 shares authorized,
issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,361.7
    
    
    
    1,360.4Accumulated deficit
    
    
    (397.7
    )
    
    
    (383.6
    )Accumulated other comprehensive income
    
    
    78.6
    
    
    
    31.6Total stockholders equity
    
    
    1,042.6
    
    
    
    1,008.4Total liabilities, redeemable equity units and stockholders equity
    
    $
    5,127.3
    
    
    $
    5,084.9
   49




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Operations
 (In millions)
 Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Net sales
    
    $
    3,561.2
    
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3Cost of goods sold
    
    
    2,545.6
    
    
    
    2,693.8
    
    
    
    1,311.3
    
    
    
    
    1,230.1Gross profit
    
    
    1,015.6
    
    
    
    1,065.4
    
    
    
    511.4
    
    
    
    
    469.2Selling, general and administrative expenses
    
    
    806.8
    
    
    
    861.6
    
    
    
    408.5
    
    
    
    
    371.3Impairment of goodwill and intangible assets
    
    
    
    
    
    
    392.1
    
    
    
    
    
    
    
    
    Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.8Operating income (loss)
    
    
    208.8
    
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1Interest income
    
    
    2.3
    
    
    
    5.7
    
    
    
    3.0
    
    
    
    
    3.3Interest expense
    
    
    (226.8
    )
    
    
    (289.6
    )
    
    
    (130.4
    )
    
    
    
    (101.8
    )Other income (expense), net
    
    
    (23.9
    )
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5Loss before income taxes
    
    
    (39.6
    )
    
    
    (450.1
    )
    
    
    (91.7
    )
    
    
    
    (33.9
    )Income tax benefit
    
    
    25.5
    
    
    
    115.5
    
    
    
    42.7
    
    
    
    
    8.3Net loss
    
    $
    (14.1
    )
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )
   50




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##### 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 Period January 1, 2007  June 29, 2007 (Predecessor)
 AccumulatedAdditional
    
    
    
    
    
    
    other
    
    
    Treasury stock,Common stock
    
    
    paid-in
    
    
    Retained
    
    
    comprehensive
    
    
    at costShares
    
    
    Amount
    
    
    capital
    
    
    earnings
    
    
    income (loss)
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance at January 1, 2007
    
    
    5,862,892
    
    
    $
    0.1
    
    
    $
    14.5
    
    
    $
    1.7
    
    
    $
    50.8
    
    
    
    59,480
    
    
    $
    (4.2
    )
    
    $
    62.9Issuance of common stock in connection with our Predecessor
stock plan
    
    
    1,757
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Exercise of stock options
    
    
    5,900
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    9.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.0Tax benefit related to stock options
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,200
    
    
    
    (0.7
    )
    
    
    (0.7
    )Comprehensive (loss) income (Note 2(r)):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.6
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24.7
    
    
    
    
    
    
    
    
    
    
    
    24.7Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )Balance at June 29, 2007
    
    
    5,870,549
    
    
    $
    0.1
    
    
    $
    24.0
    
    
    $
    (23.9
    )
    
    $
    75.5
    
    
    
    66,680
    
    
    $
    (4.9
    )
    
    $
    70.8
  For the Period June 30, 2007  December 31, 2007 (Successor)
 AccumulatedAdditional
    
    
    
    
    
    
    otherCommon stock
    
    
    paid-in
    
    
    Accumulated
    
    
    comprehensiveShares
    
    
    Amount
    
    
    capital
    
    
    deficit
    
    
    income (loss)
    
    
    TotalOpening balance at June 30, 2007
    
    
    1,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock to parent, net of expenses
and redeemable equity units
    
    
    
    
    
    
    
    
    
    
    1,354.9
    
    
    
    
    
    
    
    
    
    
    
    1,354.9Tax benefit related to transaction fee
    
    
    
    
    
    
    
    
    
    
    10.2
    
    
    
    
    
    
    
    
    
    
    
    10.2Capital contributions from parent
    
    
    
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    1.1Share-based compensation expense associated with
our parent company equity plan
    
    
    
    
    
    
    
    
    
    
    2.7
    
    
    
    
    
    
    
    
    
    
    
    2.7Reclassification of redeemable equity units
    
    
    
    
    
    
    
    
    
    
    (8.7
    )
    
    
    
    
    
    
    
    
    
    
    (8.7
    )Comprehensive (loss) income (Note 2(r)):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49.0
    )
    
    
    
    
    
    
    (49.0
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96.1
    
    
    
    96.1Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47.1Balance at December 31, 2007
    
    
    1,000
    
    
    $
    
    
    
    $
    1,360.2
    
    
    $
    (49.0
    )
    
    $
    96.1
    
    
    $
    1,407.3
   51




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Consolidated Statements of Stockholders Equity and Other Comprehensive Income (Loss)  (Continued)
(In millions, except share data)
 For the Years Ended December 31, 2008 and 2009
 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
    
    
    
    
    
    
    
    
    
    
    
    3.8Reclassification 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
    
    
    $
    1,042.6
   52




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VWR FUNDING, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 (In millions)
 Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Cash flows from operating activities:Net loss
    
    $
    (14.1
    )
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    116.6
    
    
    
    116.1
    
    
    
    53.2
    
    
    
    
    19.4Net unrealized translation loss (gain)
    
    
    26.5
    
    
    
    (30.1
    )
    
    
    67.1
    
    
    
    
    Net unrealized (gain) loss on interest rate swaps
    
    
    (0.1
    )
    
    
    35.4
    
    
    
    
    
    
    
    
    Impairment of goodwill and intangible assets
    
    
    
    
    
    
    392.1
    
    
    
    
    
    
    
    
    Non-cash interest accretion
    
    
    43.0
    
    
    
    
    
    
    
    
    
    
    
    
    17.5Non-cash equity compensation expense
    
    
    3.4
    
    
    
    3.8
    
    
    
    2.7
    
    
    
    
    9.0Amortization and write-off of debt issuance costs
    
    
    9.6
    
    
    
    9.6
    
    
    
    4.8
    
    
    
    
    31.0Deferred income tax benefit
    
    
    (58.4
    )
    
    
    (150.9
    )
    
    
    (60.3
    )
    
    
    
    (15.7
    )Other, net
    
    
    7.4
    
    
    
    4.1
    
    
    
    2.6
    
    
    
    
    1.5Changes in working capital, net of business acquisitions:Trade accounts receivable
    
    
    12.2
    
    
    
    (11.7
    )
    
    
    21.7
    
    
    
    
    (14.1
    )Inventories
    
    
    30.2
    
    
    
    2.4
    
    
    
    (3.6
    )
    
    
    
    (9.7
    )Other current and non-current assets
    
    
    (4.3
    )
    
    
    (0.1
    )
    
    
    (12.6
    )
    
    
    
    6.9Accounts payable
    
    
    18.1
    
    
    
    (22.3
    )
    
    
    (23.0
    )
    
    
    
    15.2Accrued expenses and other liabilities
    
    
    (21.1
    )
    
    
    (5.1
    )
    
    
    15.8
    
    
    
    
    21.6Net cash provided by operating activities
    
    
    169.0
    
    
    
    8.7
    
    
    
    19.4
    
    
    
    
    57.0Cash flows from investing activities:Merger consideration, net of cash acquired of $135.8
    
    
    
    
    
    
    
    
    
    
    (3,802.9
    )
    
    
    
    Acquisitions of businesses and other intangible assets
    
    
    (17.9
    )
    
    
    (54.2
    )
    
    
    (36.1
    )
    
    
    
    (19.4
    )Capital expenditures
    
    
    (23.9
    )
    
    
    (29.7
    )
    
    
    (16.3
    )
    
    
    
    (15.7
    )Proceeds from sales of property and equipment
    
    
    3.7
    
    
    
    9.0
    
    
    
    1.2
    
    
    
    
    2.2Net cash used in investing activities
    
    
    (38.1
    )
    
    
    (74.9
    )
    
    
    (3,854.1
    )
    
    
    
    (32.9
    )Cash flows from financing activities:Proceeds from debt
    
    
    268.3
    
    
    
    381.7
    
    
    
    2,622.9
    
    
    
    
    0.1Repayment of debt
    
    
    (309.8
    )
    
    
    (319.2
    )
    
    
    (33.7
    )
    
    
    
    (21.4
    )Issuance of common stock to parent, net of expenses
    
    
    
    
    
    
    
    
    
    
    1,353.8
    
    
    
    
    Net change in bank overdrafts
    
    
    (0.1
    )
    
    
    14.7
    
    
    
    39.9
    
    
    
    
    0.5Net change in compensating cash balance
    
    
    (4.3
    )
    
    
    (13.3
    )
    
    
    (43.5
    )
    
    
    
    (7.8
    )Proceeds from equity and stock incentive plans
    
    
    1.4
    
    
    
    2.3
    
    
    
    1.1
    
    
    
    
    0.2Debt issuance costs
    
    
    
    
    
    
    (1.2
    )
    
    
    (62.6
    )
    
    
    
    (0.6
    )Repurchase of redeemable equity units
    
    
    (6.6
    )
    
    
    
    
    
    
    
    
    
    
    
    Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.7
    )Net cash (used in) provided by financing activities
    
    
    (51.1
    )
    
    
    65.0
    
    
    
    3,877.9
    
    
    
    
    (29.7
    )Effect of exchange rate changes on cash
    
    
    2.6
    
    
    
    (1.8
    )
    
    
    1.8
    
    
    
    
    2.0Net increase (decrease) in cash and cash
equivalents
    
    
    82.4
    
    
    
    (3.0
    )
    
    
    45.0
    
    
    
    
    (3.6
    )Cash and cash equivalents beginning of period
    
    
    42.0
    
    
    
    45.0
    
    
    
    
    
    
    
    
    139.4Cash and cash equivalents end of period
    
    $
    124.4
    
    
    $
    42.0
    
    
    $
    45.0
    
    
    
    $
    135.8
   53




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 
 Notes to Consolidated Financial Statements
 (In millions, except share data)
 (1) Background, Nature of Operations and Basis of Presentation
      
  54




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  (2) Summary of Significant Accounting Policies
  (a) Use of Estimates
  (b) Principles of Consolidation
  (c) Foreign Currency Translation
    55




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Exchange (losses)
gains, net
    
    $
    (23.9
    )
    
    $
    22.1
    
    
    $
    (67.1
    )
    
    
    $
    3.1
  (d) Cash and Cash Equivalents
   (e) Trade Accounts Receivable
   (f) Inventories
  December 31,2009
    
    
    2008Percent using LIFO method
    
    
    55
    %
    
    
    56
    %Amount less than current cost
    
    $
    9.9
    
    
    $
    6.2
  56




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (g) Property and Equipment
  (h) Impairment of Long-Lived Assets
  (i) Goodwill and Intangible Assets
     st
   57




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (j) Advertising
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Advertising expense
    
    $
    21.8
    
    
    $
    24.9
    
    
    $
    14.5
    
    
    
    $
    11.2
 (k) Revenue Recognition
    (l) Income Taxes
   58




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##### 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
   59




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (q) Asset Retirement Obligations
  (r) Comprehensive Income (Loss)
  December 31,2009
    
    
    2008Foreign currency translation adjustments
    
    $
    78.5
    
    
    $
    10.1Realized loss on derivatives, net of taxes of $5.9 and $8.1
    
    
    (10.5
    )
    
    
    (13.7
    )Unrealized (loss) gain on derivatives, net of taxes of
$1.6 in 2008
    
    
    (0.2
    )
    
    
    3.5Retirement benefit plans, net of taxes of $9.1 and $21.5
    
    
    10.8
    
    
    
    31.7$
    78.6
    
    
    $
    31.6
  Successor
    
    
    
    PredecessorDecember 31,
    
    
    December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Net loss
    
    $
    (14.1
    )
    
    $
    (334.6
    )
    
    $
    (49.0
    )
    
    
    $
    (25.6
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    68.4
    
    
    
    (107.2
    )
    
    
    117.3
    
    
    
    
    25.8Benefit plan adjustments, net of taxes(1)
    
    
    (19.6
    )
    
    
    32.1
    
    
    
    (0.4
    )
    
    
    
    Realized (loss) on derivatives, net of $4.6 taxes
    
    
    
    
    
    
    
    
    
    
    (7.3
    )
    
    
    
    Unrealized (loss) gain on derivatives, net of taxes(2)
    
    
    (3.7
    )
    
    
    8.7
    
    
    
    (14.0
    )
    
    
    
    (1.1
    )Amortization of realized losses on derivatives, net of
taxes(3)
    
    
    3.2
    
    
    
    1.9
    
    
    
    0.5
    
    
    
    
    Amortization of net actuarial gain, net of $0.9 taxes
    
    
    (1.3
    )
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    32.9
    
    
    $
    (399.1
    )
    
    $
    47.1
    
    
    
    $
    (0.9
    )
 
 (1)
    
    Benefit plan adjustments are net of taxes of $12.4, $22.0 and $0.5 for the years ended
December 31, 2009 and 2008 and for the period from June 30 through December 31, 2007,
respectively.(2)
    
    Unrealized (loss) gain on derivatives is net of taxes of $1.5, $5.5, $9.4 and $0.5 for
the years ended December 31, 2009 and 2008 and for the periods from June 30 through
December 31, 2007 and January 1 through June 29, 2007, respectively.(3)
    
    Amortization of realized losses on derivatives is net of taxes of $2.2, $1.5 and $0.3
for the years ended December 31, 2009 and 2008 and for the period from June 30 through
December 31, 2007, respectively.  60




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (s) Supplemental Cash Flow Information
 Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Cash paid for interest
    
    $
    200.7
    
    
    $
    242.8
    
    
    $
    89.0
    
    
    
    $
    51.8Cash paid for income
taxes, net
    
    
    32.7
    
    
    
    28.1
    
    
    
    25.7
    
    
    
    
    14.1
  (t) New Accounting Standards
  Accounting Standards Codification
  Fair Value Measurements and Disclosures
 Fair Value Measurement and Disclosures
   61




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Derivatives & Hedging
  Business Combinations
 Business Combinations
 Defined Benefit Plans  Pensions
    Revenue
Recognition
  Fair
Value Measurements and Disclosures
   62




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (3) Impairment
  2009 Assessments
     2008 Assessments
    63




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##### 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) Business Combinations and Acquisitions
 (a) The Merger
  Merger consideration, including transaction costs of $108.8
    
    $
    4,002.0Net current assets
    
    
    (986.0
    )Property and equipment
    
    
    (188.3
    )Intangible assets acquired
    
    
    (2,331.9
    )Other assets
    
    
    (26.3
    )Current liabilities
    
    
    595.1Non-current liabilities
    
    
    83.9Deferred taxes
    
    
    783.6Goodwill
    
    $
    1,932.1
   64




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Successor Acquisitions
  
    
    On July 2, 2007, we acquired Bie & Berntsen A-S (B&B), a Danish scientific laboratory
supply distributor.
 
    
    On November 1, 2007, we acquired Omnilabo International B.V. (Omnilabo BV), a
Netherlands-based scientific laboratory supply distributor.
 
    
    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.
  Purchase price
    
    $
    106.8Net tangible assets acquired
    
    
    2.2Intangible assets acquired
    
    
    38.5Goodwill
    
    $
    66.1
 (c) Predecessor Acquisition
    65




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (d) Pro-Forma Financial Information
  Year Ended December 31,2009
    
    
    2008
    
    
    2007(1)Net sales
    
    $
    3,587.7
    
    
    $
    3,828.1
    
    
    $
    3,669.8Loss before income taxes
    
    
    (38.3
    )
    
    
    (445.7
    )
    
    
    (187.9
    )Net loss
    
    
    (13.6
    )
    
    
    (331.3
    )
    
    
    (115.9
    )
 
 (1)
    
    Represents the mathematical sum of the 2007 Predecessor (January 1
through June 29, 2007) and Successor (June 30 through December 31,
2007) periods, including pro-forma adjustments.  (5) Goodwill and Other Intangible Assets
  North
    
    
    European
    
    
    ScienceAmerican Lab
    
    
    Lab
    
    
    Education
    
    
    TotalBalance at January 1, 2008:Goodwill
    
    $
    1,022.2
    
    
    $
    843.0
    
    
    $
    99.6
    
    
    $
    1,964.8Accumulated impairment losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,022.2
    
    
    
    843.0
    
    
    
    99.6
    
    
    
    1,964.8Adjustments to Merger allocation
    
    
    3.3
    
    
    
    3.7
    
    
    
    (0.1
    )
    
    
    6.9Successor Acquisitions
    
    
    
    
    
    
    32.6
    
    
    
    
    
    
    
    32.6Goodwill impairment charges
(Note 3)
    
    
    (95.5
    )
    
    
    
    
    
    
    (63.0
    )
    
    
    (158.5
    )Currency translation changes
    
    
    (14.3
    )
    
    
    (46.8
    )
    
    
    
    
    
    
    (61.1
    )Balance at December 31, 2008: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
    
    
    
    1,784.7Successor Acquisitions
    
    
    
    
    
    
    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
    
    
    $
    1,833.0
  66




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
   WeightedAverageAmortization
    
    
    December 31,Period (Years)
    
    
    2009
    
    
    2008Amortizable intangible assets:Customer relationships in North America (net of accumulated amortization of $93.8 and $55.5)
    
    
    20.0
    
    
    $
    657.1
    
    
    $
    685.4Customer relationships in Europe (net of accumulated amortization of $64.1 and $36.3)
    
    
    19.5
    
    
    
    449.1
    
    
    
    446.4Customer relationships in Science Education (net of accumulated amortization of $16.4 and
$9.8)
    
    
    20.0
    
    
    
    114.8
    
    
    
    121.2Chemical supply agreement (net of accumulated amortization of $20.6 and $11.9)
    
    
    7.0
    
    
    
    36.9
    
    
    
    43.7Other (net of accumulated amortization of $7.9 and $5.0)
    
    
    6.4
    
    
    
    11.1
    
    
    
    13.2Total amortizable intangible assets (net of accumulated amortization of $202.8 and $118.5)
    
    
    19.3
    
    
    
    1,269.0
    
    
    
    1,309.9Indefinite-lived intangible assets:Trademarks and tradenames
    
    
    
    
    
    
    717.7
    
    
    
    703.0Total intangible assets, net
    
    
    
    
    
    $
    1,986.7
    
    
    $
    2,012.9
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Amortization expense
    
    $
    81.6
    
    
    $
    82.4
    
    
    $
    39.6
    
    
    
    $
    7.8
  Year ended December 31:2010
    
    $
    83.02011
    
    
    81.72012
    
    
    80.82013
    
    
    80.62014
    
    
    76.2Thereafter
    
    
    866.7$
    1,269.0
  67




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (6) Cost Reduction Initiatives
  (7) Property and Equipment
  December 31,2009
    
    
    2008Land
    
    
    16.6
    
    
    $
    16.8Buildings and improvements
    
    
    112.2
    
    
    
    102.1Equipment and computer software
    
    
    128.7
    
    
    
    106.9Capital additions in process
    
    
    13.4
    
    
    
    8.1270.9
    
    
    
    233.9Less accumulated depreciation
    
    
    (79.5
    )
    
    
    (43.8
    )Property and equipment, net
    
    $
    191.4
    
    
    $
    190.1
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Depreciation expense
    
    $
    35.0
    
    
    $
    33.7
    
    
    $
    13.6
    
    
    
    $
    11.6
 (8) Accounts Payable
   68




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (9) Accrued Expenses
  December 31,2009
    
    
    2008Other accrued expenses
    
    $
    69.1
    
    
    $
    66.4Employee-related accruals
    
    
    63.8
    
    
    
    61.1Accrued interest
    
    
    0.2
    
    
    
    32.2Deferred income taxes
    
    
    12.0
    
    
    
    15.7Income taxes payable
    
    
    8.2
    
    
    
    7.7Cost reduction-related accruals
    
    
    4.9
    
    
    
    6.7$
    158.2
    
    
    $
    189.8
  (10) Debt
  December 31,2009
    
    
    2008Senior Secured Credit Facility
    
    $
    1,495.3
    
    
    $
    1,504.8Senior Notes
    
    
    710.0
    
    
    
    675.0Senior Subordinated Notes
    
    
    541.4
    
    
    
    527.3Compensating cash balance
    
    
    105.0
    
    
    
    100.7Capital leases
    
    
    17.9
    
    
    
    5.6Predecessor Senior Subordinated Notes
    
    
    1.0
    
    
    
    1.0Other debt
    
    
    1.1
    
    
    
    1.2Total debt
    
    
    2,871.7
    
    
    
    2,815.6Less short-term portion
    
    
    (152.4
    )
    
    
    (165.0
    )Total long term-portion
    
    $
    2,719.3
    
    
    $
    2,650.6
  2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalSenior Secured Credit Facility  term loans
    
    $
    20.9
    
    
    $
    8.7
    
    
    $
    14.8
    
    
    $
    14.8
    
    
    $
    1,412.7
    
    
    $
    
    
    
    $
    1,471.9Senior Secured Credit Facility  revolving
facility
    
    
    23.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.4Senior Notes due 2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    710.0
    
    
    
    710.0Senior Subordinated Notes due 2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    541.4
    
    
    
    541.4Compensating cash balance
    
    
    105.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105.0Capital leases
    
    
    2.0
    
    
    
    2.3
    
    
    
    2.2
    
    
    
    2.2
    
    
    
    1.8
    
    
    
    7.4
    
    
    
    17.9Predecessor Senior Subordinated Notes due 2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    1.0Other debt
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.1Total debt
    
    $
    152.4
    
    
    $
    11.0
    
    
    $
    17.0
    
    
    $
    17.0
    
    
    $
    1,415.5
    
    
    $
    1,258.8
    
    
    $
    2,871.7
  69




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (a) Senior Secured Credit Facility
 
   Maturity; Prepayments
  Security; Guarantees
   70




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Interest
   Fees
  (b) Senior Notes and Senior Subordinated Notes
 Ranking
   71




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Maturity; Interest Payments
   
 Guarantees
  Redemption
   72




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Registration Rights
    73




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (c) Covenant Compliance
    (d) Compensating Cash Balance
  (e) Other
     74




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (11) Income Taxes
 (a) Income Tax Benefit (Provision)
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007United States
    
    $
    (119.9
    )
    
    $
    (406.1
    )
    
    $
    (124.6
    )
    
    
    $
    (54.1
    )Foreign
    
    
    80.3
    
    
    
    (44.0
    )
    
    
    32.9
    
    
    
    
    20.2Total
    
    $
    (39.6
    )
    
    $
    (450.1
    )
    
    $
    (91.7
    )
    
    
    $
    (33.9
    )
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Current:Federal
    
    $
    
    
    
    $
    0.5
    
    
    $
    
    
    
    
    $
    State
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    (32.6
    )
    
    
    (35.9
    )
    
    
    (17.6
    )
    
    
    
    (7.4
    )(32.9
    )
    
    
    (35.4
    )
    
    
    (17.6
    )
    
    
    
    (7.4
    )Deferred:Federal
    
    
    38.2
    
    
    
    88.3
    
    
    
    14.2
    
    
    
    
    15.6State
    
    
    6.2
    
    
    
    19.5
    
    
    
    8.4
    
    
    
    
    0.2Foreign
    
    
    14.0
    
    
    
    43.1
    
    
    
    37.7
    
    
    
    
    (0.1
    )58.4
    
    
    
    150.9
    
    
    
    60.3
    
    
    
    
    15.7Total tax benefit
    
    $
    25.5
    
    
    $
    115.5
    
    
    $
    42.7
    
    
    
    $
    8.3
   75




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Statutory tax benefit
    
    $
    13.9
    
    
    $
    157.6
    
    
    $
    32.1
    
    
    
    $
    11.8State income taxes, net of federal benefit
    
    
    3.7
    
    
    
    12.9
    
    
    
    5.5
    
    
    
    
    0.1Change in foreign tax rates
    
    
    3.5
    
    
    
    
    
    
    
    34.6
    
    
    
    
    Foreign rate differential
    
    
    4.2
    
    
    
    (5.7
    )
    
    
    (1.0
    )
    
    
    
    (0.1
    )Dividend received from foreign operations
    
    
    
    
    
    
    
    
    
    
    (25.5
    )
    
    
    
    Asset impairments
    
    
    
    
    
    
    (44.9
    )
    
    
    
    
    
    
    
    Foreign tax settlement
    
    
    3.3
    
    
    
    
    
    
    
    
    
    
    
    
    Nondeductible expenses
    
    
    (1.4
    )
    
    
    (1.7
    )
    
    
    (1.2
    )
    
    
    
    (3.3
    )Change in valuation allowance
    
    
    (1.8
    )
    
    
    (2.8
    )
    
    
    (3.1
    )
    
    
    
    (0.1
    )Other, net
    
    
    0.1
    
    
    
    0.1
    
    
    
    1.3
    
    
    
    
    (0.1
    )Total tax benefit
    
    $
    25.5
    
    
    $
    115.5
    
    
    $
    42.7
    
    
    
    $
    8.3
     76




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Deferred Tax Assets and Liabilities
  December 31,2009
    
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    251.0
    
    
    $
    224.8Pension and other compensation benefits
    
    
    0.2
    
    
    
    Foreign currency translation loss
    
    
    17.9
    
    
    
    6.4Derivative financial instruments
    
    
    19.5
    
    
    
    17.6Foreign tax credit and alternative minimum tax carryforwards
    
    
    7.6
    
    
    
    7.9Inventory overhead capitalization
    
    
    2.4
    
    
    
    2.6Accrued expenses
    
    
    4.5
    
    
    
    4.6Receivables
    
    
    3.6
    
    
    
    3.3Transaction fees
    
    
    9.6
    
    
    
    10.4316.3
    
    
    
    277.6Valuation allowances
    
    
    (56.6
    )
    
    
    (47.2
    )Total deferred tax assets, net of valuation allowances
    
    
    259.7
    
    
    
    230.4Deferred tax liabilities:Intangible assets
    
    
    693.5
    
    
    
    710.5Property and equipment
    
    
    14.7
    
    
    
    19.5Inventory valuation
    
    
    16.5
    
    
    
    20.0Goodwill amortization
    
    
    17.1
    
    
    
    5.4Pension and other compensation benefits
    
    
    
    
    
    
    11.9Other
    
    
    3.3
    
    
    
    3.7Total deferred tax liabilities
    
    
    745.1
    
    
    
    771.0Net deferred tax liabilities
    
    $
    485.4
    
    
    $
    540.6
  December 31,2009
    
    
    2008Deferred tax asset  current (incuded in other
current assets)
    
    $
    9.5
    
    
    $
    7.6Deferred tax asset  noncurrent
    
    
    12.6
    
    
    
    14.2Deferred tax liability  current (included in
accrued expenses)
    
    
    (12.0
    )
    
    
    (15.7
    )Deferred tax liability  noncurrent
    
    
    (495.5
    )
    
    
    (546.7
    )Net deferred tax liability
    
    $
    (485.4
    )
    
    $
    (540.6
    )
   77




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  (c) Uncertain Tax Positions
 Income Taxes
    2009
    
    
    2008
    
    
    2007Balance at January 1
    
    $
    8.6
    
    
    $
    13.9
    
    
    $
    7.0Tax positions related to the current year 
additions
    
    
    
    
    
    
    4.9
    
    
    
    7.0Tax positions related to prior years  additions
    
    
    0.3
    
    
    
    
    
    
    
    0.2Tax positions related to prior years  reductions
    
    
    (3.3
    )
    
    
    (8.7
    )
    
    
    (0.3
    )Reductions for settlements or payments
    
    
    (0.6
    )
    
    
    (1.5
    )
    
    
    Balance at December 31
    
    $
    5.0
    
    
    $
    8.6
    
    
    $
    13.9
   78




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (d) Other Matters
    (12) Benefit Programs
  (a) U.S. Defined Benefit Plan
   Year Ended December 31,2009
    
    
    2008Change in benefit obligation:Benefit obligation  beginning of period
    
    $
    159.1
    
    
    $
    150.6Service cost
    
    
    0.4
    
    
    
    1.1Interest cost
    
    
    9.2
    
    
    
    8.9Actuarial loss
    
    
    0.2
    
    
    
    3.9Benefits paid
    
    
    (5.6
    )
    
    
    (5.4
    )Early retirement benefits
    
    
    0.6
    
    
    
    Benefit obligation  end of period
    
    
    163.9
    
    
    
    159.1Change in plan assets:Fair value of plan assets  beginning of period
    
    
    216.6
    
    
    
    147.9Actual (loss) gain on plan assets
    
    
    (9.1
    )
    
    
    74.1Benefits paid
    
    
    (5.6
    )
    
    
    (5.4
    )Fair value of plan assets  end of period
    
    
    201.9
    
    
    
    216.6Funded status
    
    $
    38.0
    
    
    $
    57.5
  79




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  December 31,2009
    
    
    2008Other assets
    
    $
    38.0
    
    
    $
    57.5Accumulated other comprehensive income or loss 
pretax
    
    
    (37.9
    )
    
    
    (61.1
    )
   Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Service cost
    
    $
    0.4
    
    
    $
    1.1
    
    
    $
    0.9
    
    
    
    $
    1.0Interest cost
    
    
    9.2
    
    
    
    8.9
    
    
    
    4.4
    
    
    
    
    4.3Expected return on plan assets
    
    
    (11.7
    )
    
    
    (8.3
    )
    
    
    (5.0
    )
    
    
    
    (5.4
    )Recognized net actuarial gain
    
    
    (2.2
    )
    
    
    
    
    
    
    
    
    
    
    
    Early retirement benefits
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
pension (income)
cost
    
    $
    (3.7
    )
    
    $
    1.7
    
    
    $
    0.3
    
    
    
    $
    (0.1
    )
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Net actuarial gain (loss)
included in other
comprehensive income or loss
    
    $
    (20.9
    )
    
    $
    61.9
    
    
    $
    (0.8
    )
    
    
    $
    
  Successor
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    January 1 -2009
    
    2008
    
    
    December 31, 2007
    
    
    June 29, 2007Discount rate for benefit obligation at period end
    
    5.75%
    
    
    5.80
    %
    
    6.05%
    
    
    
    6.35
    %Discount rate for net periodic pension (income) cost
    
    6.05% / 5.80%
    
    
    6.05
    %
    
    6.35%
    
    
    
    5.95
    %Expected rate of return on plan assets for net
periodic pension (income) cost
    
    6.82% / 5.20%
    
    
    5.70
    %
    
    6.50% / 8.25%
    
    
    
    8.25
    %Assumed annual rate of compensation increase for
benefit obligation and net
periodic pension (income) cost
    
    4.00%
    
    
    4.00
    %
    
    4.00%
    
    
    
    4.00
    %
  80




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
     Fair Value Measurements at December 31, 2009Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets
    
    
    Observable Inputs
    
    
    Unobservable InputsAsset Class
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Money market funds
    
    $
    18.7
    
    
    $
    
    
    
    $
    18.7
    
    
    $
    Fixed income fund
    
    
    183.2
    
    
    
    
    
    
    
    183.2
    
    
    
    Total
    
    $
    201.9
    
    
    $
    
    
    
    $
    201.9
    
    
    $
    
  2010
    
    $
    6.12011
    
    
    6.42012
    
    
    7.02013
    
    
    7.62014
    
    
    8.22015  2019
    
    
    49.5
  81




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Other U.S. Benefit Plans
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Defined contribution plans
    
    $
    8.8
    
    
    $
    8.0
    
    
    $
    3.7
    
    
    
    $
    4.5Union-sponsored plans
    
    
    0.6
    
    
    
    0.8
    
    
    
    0.7
    
    
    
    
    0.4Supplemental pension plan
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.3
    
    
    
    
    0.3Nonqualified deferred
compensation plan
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
  December 31,2009
    
    
    2008Postretirement benefit obligations
    
    $
    1.5
    
    
    $
    2.7Weighted average discount rate
    
    
    5.75
    %
    
    
    5.80
    %Health care cost trend rate assumed for next year
    
    
    8.80
    %
    
    
    9.10
    %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
  (c) Non-U.S. Benefit Plans
   82




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Year Ended December 31,2009
    
    
    2008Change in benefit obligation:Benefit obligation  beginning of period
    
    $
    82.6
    
    
    $
    103.8Service cost
    
    
    1.8
    
    
    
    3.1Interest cost
    
    
    5.2
    
    
    
    5.4Plan participants contributions
    
    
    0.3
    
    
    
    0.3Actuarial (gain) loss
    
    
    16.8
    
    
    
    (6.2
    )Benefits paid
    
    
    (3.6
    )
    
    
    (4.7
    )Currency translation changes
    
    
    7.3
    
    
    
    (19.1
    )Benefit obligation  end of period
    
    
    110.4
    
    
    
    82.6Change in plan assets:Fair value of plan assets  beginning of period
    
    
    45.3
    
    
    
    73.2Actual (loss) gain on plan
assets
    
    
    8.7
    
    
    
    (9.6
    )Company contributions
    
    
    1.3
    
    
    
    1.9Plan participants contributions
    
    
    0.3
    
    
    
    0.3Benefits paid
    
    
    (2.5
    )
    
    
    (3.7
    )Currency translation changes
    
    
    5.3
    
    
    
    (16.8
    )Fair value of plan assets  end of period
    
    
    58.4
    
    
    
    45.3Funded status
    
    $
    (52.0
    )
    
    $
    (37.3
    )
  December 31,2009
    
    
    2008Other assets
    
    $
    0.2
    
    
    $
    0.3Other long-term liabilities
    
    
    (52.2
    )
    
    
    (37.6
    )Accumulated other comprehensive income or loss  pretax
    
    
    16.4
    
    
    
    5.0
   Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Service cost
    
    $
    1.8
    
    
    $
    3.1
    
    
    $
    1.3
    
    
    
    $
    1.3Interest cost
    
    
    5.2
    
    
    
    5.4
    
    
    
    2.8
    
    
    
    
    2.5Expected return on plan assets
    
    
    (2.9
    )
    
    
    (4.4
    )
    
    
    (2.6
    )
    
    
    
    (2.3
    )Recognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Net periodic pension cost
    
    $
    4.1
    
    
    $
    4.1
    
    
    $
    1.5
    
    
    
    $
    1.7
  83




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Net actuarial (loss) gain included in other
comprehensive income or loss
    
    $
    (11.4
    )
    
    $
    (6.0
    )
    
    $
    1.0
    
    
    
    $
    
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Discount rate for benefit obligation
    
    
    5.54
    %
    
    
    6.13
    %
    
    
    5.55
    %
    
    
    
    5.43
    %Discount rate for net periodic pension cost
    
    
    5.85
    %
    
    
    5.78
    %
    
    
    5.43
    %
    
    
    
    5.15
    %Expected rate of return on plan assets for net
periodic pension cost (French and UK plans only)
    
    
    6.13
    %
    
    
    6.50
    %
    
    
    6.90
    %
    
    
    
    6.60
    %Assumed annual rate of compensation
increase for benefit obligation
    
    
    3.57
    %
    
    
    3.19
    %
    
    
    3.93
    %
    
    
    
    3.61
    %Assumed annual rate of compensation
increase for net periodic pension cost
    
    
    3.26
    %
    
    
    3.42
    %
    
    
    3.87
    %
    
    
    
    3.70
    %
  Fair Value Measurements at December 31, 2009Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets
    
    
    Observable Inputs
    
    
    Unobservable InputsAsset Class
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Insurance contracts
    
    $
    58.4
    
    
    $
    
    
    
    $
    58.4
    
    
    $
    Total
    
    $
    58.4
    
    
    $
    
    
    
    $
    58.4
    
    
    $
    
  84




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  2010
    
    $
    4.02011
    
    
    3.12012
    
    
    3.42013
    
    
    3.62014
    
    
    3.92015  2019
    
    
    21.9
 (d) Other Non-U.S. Postemployment Benefits
  (13) Share-Based Compensation
 (a) Successor Equity Plan
       85




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Successor Equity Plan Activity and Accounting Model  Management Investors
      86




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  2009
    
    
    2008Balance at January 1
    
    $
    46.4
    
    
    $
    43.2Reclassifications from permanent equity, net
    
    
    3.5
    
    
    
    5.9Reclassifications to accrued expenses upon
notification of redemption
    
    
    (4.1
    )
    
    
    (2.7
    )Balance at December 31
    
    $
    45.8
    
    
    $
    46.4
  Successor Equity Plan Activity  Board Members and Consultants
   (b) Predecessor Stock Plan
    87




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  (14) Financial Instruments and Fair Value Measurements
   (a) Recurring Fair Value Measures
  Level 1 
    
    Quoted prices (unadjusted) in active markets for identical assets or liabilities.
 Level 2 
    
    Inputs that are observable for the asset or liability, either directly or
indirectly through market corroboration, for substantially the full term of the asset or
liability.
 Level 3 
    
    Inputs that are unobservable for the asset or liability based on the Companys own
assumptions (about the assumptions market participants would use in pricing the asset or
liability).
   88




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  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
    )
    
    $
    
 December 31,Description
    
    2008
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3AssetsForeign currency forward
contracts
    
    $
    5.1
    
    
    $
    
    
    
    $
    5.1
    
    
    $
    LiabilitiesInterest rate swap arrangements
    
    $
    (49.9
    )
    
    $
    
    
    
    $
    (49.9
    )
    
    $
    
  (b) Debt Instruments
  December 31,2009
    
    
    2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueSenior Secured Credit
Facility
    
    $
    1,495.3
    
    
    $
    1,415.0
    
    
    $
    1,504.8
    
    
    $
    1,186.3Senior Notes
    
    
    710.0
    
    
    
    738.4
    
    
    
    675.0
    
    
    
    515.0Senior Subordinated Notes
    
    
    541.4
    
    
    
    516.0
    
    
    
    527.3
    
    
    
    377.6$
    2,746.7
    
    
    $
    2,669.4
    
    
    $
    2,707.1
    
    
    $
    2,078.9
   89




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (c) Derivative Instruments and Hedging Activities
 Interest Rate Swap Arrangements
   
    
  90




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Foreign Currency Forward Contracts
  
 Tabular Disclosures
  Asset Derivatives
    
    
    Liability DerivativesYear Ended December 31,
    
    
    Year Ended December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance Sheet
    
    Fair
    
    
    Balance Sheet
    
    Fair
    
    
    Balance Sheet
    
    Fair
    
    
    Balance Sheet
    
    FairLocation
    
    Value
    
    
    Location
    
    Value
    
    
    Location
    
    Value
    
    
    Location
    
    ValueDerivatives designated as hedging instrumentsForeign currency
forward contracts
    
    Accrued expenses
    
    $
    
    
    
    Other current assets
    
    $
    5.3
    
    
    Accrued expenses
    
    $
    (0.5
    )
    
    Other current assets
    
    $
    (0.2
    )Derivatives not designated as hedging instrumentsInterest rate swap
derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term
liabilities
    
    
    (49.8
    )
    
    Other long-term
liabilities
    
    
    (49.9
    )Total derivatives
    
    
    
    $
    
    
    
    
    
    $
    5.3
    
    
    
    
    $
    (50.3
    )
    
    
    
    $
    (50.1
    )
  91




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  Year Ended December 31, 2009Amount of Gain(Loss) Recognized
    
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss)in Other
    
    
    Reclassified from Other
    
    Reclassified fromComprehensive
    
    
    Comprehensive Income
    
    Other ComprehensiveIncome (Effective
    
    
    into Earnings (Effective
    
    Income into EarningsDerivatives in cash flow hedging relationships
    
    Portion)
    
    
    Portion)
    
    (Effective Portion)Interest rate swap derivatives
    
    $
    
    
    
    Interest expense
    
    $
    (4.2
    )Foreign currency forward
contracts
    
    
    
    
    
    Interest expense
    
    
    (1.2
    )Foreign currency forward
contracts
    
    
    (2.6
    )
    
    Cost of goods sold
    
    
    2.0Foreign currency forward contracts
    
    
    
    
    
    Other income
(expense)
    
    
    0.7Total
    
    $
    (2.6
    )
    
    
    
    $
    (2.7
    )Location of Gain (Loss)
    
    Amount of Gain (Loss)Derivatives not designated as hedging instruments
    
    
    
    
    
    Recognized in Earnings
    
    Recognized in EarningsInterest rate swap derivatives  realized
    
    
    
    
    
    Interest expense
    
    $
    (32.2
    )Interest rate swap derivatives  unrealized
    
    
    
    
    
    Interest expense
    
    $
    0.1Foreign currency forward contracts
    
    
    
    
    
    Other income (expense)
    
    $
    (0.3
    )
   (d) Pension Investments
   92




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (e) Non-Recurring Fair Value Measures
  
    
    On September 30, 2009, the Company determined the fair value of the goodwill and
intangible assets of its Science Education segment in connection with an interim impairment
test triggered as a result of a change in circumstances;
 
    
    On October 1, 2009, the Company determined the fair value of the goodwill of its North
American Lab and European Lab segments in connection with an annual impairment test
required under GAAP;
 
    
    On October 1, 2009, the Company determined the fair value of intangible assets relating
to its acquisition of XGeek;
 
    
    On December 1, 2009, the Company determined the fair value of intangible assets relating
to its acquisition of OneMed; and
 
    
    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.
  ImpairmentCharges -Carrying Value -
    
    
    Significant
    
    
    Year EndedDecember 31,
    
    
    Unobservable
    
    
    December 31,Description
    
    2009
    
    
    Inputs (Level 3)
    
    
    2009Goodwill  Science Education
    
    $
    36.5
    
    
    $
    36.5
    
    
    $
    Intangible assets  Science Education
    
    
    145.3
    
    
    
    145.3
    
    
    
    Goodwill  North American Lab
    
    
    929.9
    
    
    
    929.9
    
    
    
    Goodwill  European Lab
    
    
    866.6
    
    
    
    866.6
    
    
    
    Chemical supply agreement  European
Lab
    
    
    36.9
    
    
    
    36.9
    
    
    
    Acquired intangible assets
    
    
    6.9
    
    
    
    6.9
    
    
    Not applicable
   93




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
     (15) Commitments and Contingencies
 (a) Lease Commitments
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Rental expense
    
    $
    34.2
    
    
    $
    34.6
    
    
    $
    18.9
    
    
    
    $
    17.6
  Capital
    
    
    OperatingLeases
    
    
    LeasesYear ended December 31:2010
    
    $
    3.1
    
    
    $
    30.72011
    
    
    3.2
    
    
    
    25.32012
    
    
    3.0
    
    
    
    19.72013
    
    
    2.9
    
    
    
    13.42014
    
    
    2.4
    
    
    
    10.2Thereafter
    
    
    9.5
    
    
    
    51.0Total minimum payments
    
    
    24.1
    
    
    $
    150.3Less amounts representing
imputed interest
    
    
    (6.2
    )Present value of minimum lease payments
    
    $
    17.9
  94




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Contingencies
     95




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (c) Employment Agreements
  (d) Significant Relationship
    (16) Transactions with Related Parties
 (a) Transactions with Madison Dearborn and Avista Capital Partners
    96




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (b) Transactions with Goldman, Sachs & Co.
  (c) Transactions with CD&R
  (d) Services performed by Debevoise & Plimpton LLP
  (e) Services performed by SIRVA, Inc.
   (17) Segment and Geographical Financial Information
   97




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
   
    
    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.
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Net SalesNorth American Lab
    
    $
    2,017.0
    
    
    $
    2,092.2
    
    
    $
    1,014.7
    
    
    
    $
    1,003.7European Lab
    
    
    1,407.2
    
    
    
    1,503.4
    
    
    
    700.8
    
    
    
    
    630.4Science Education
    
    
    137.0
    
    
    
    163.6
    
    
    
    107.2
    
    
    
    
    65.2Total
    
    $
    3,561.2
    
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3Operating Income (Loss)North American Lab
    
    $
    113.7
    
    
    $
    (95.3
    )
    
    $
    54.1
    
    
    
    $
    51.8European Lab
    
    
    93.1
    
    
    
    2.8
    
    
    
    39.1
    
    
    
    
    41.8Science Education
    
    
    2.0
    
    
    
    (95.8
    )
    
    
    9.7
    
    
    
    
    4.3Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36.8
    )Total
    
    $
    208.8
    
    
    $
    (188.3
    )
    
    $
    102.9
    
    
    
    $
    61.1Capital ExpendituresNorth American Lab
    
    $
    12.8
    
    
    $
    18.1
    
    
    $
    10.2
    
    
    
    $
    9.4European Lab
    
    
    9.9
    
    
    
    9.7
    
    
    
    4.8
    
    
    
    
    5.0Science Education
    
    
    1.2
    
    
    
    1.9
    
    
    
    1.3
    
    
    
    
    1.3Total
    
    $
    23.9
    
    
    $
    29.7
    
    
    $
    16.3
    
    
    
    $
    15.7Depreciation and AmortizationNorth American Lab
    
    $
    62.7
    
    
    $
    61.5
    
    
    $
    28.5
    
    
    
    $
    11.1European Lab
    
    
    46.4
    
    
    
    47.1
    
    
    
    21.0
    
    
    
    
    7.6Science Education
    
    
    7.5
    
    
    
    7.5
    
    
    
    3.7
    
    
    
    
    0.7Total
    
    $
    116.6
    
    
    $
    116.1
    
    
    $
    53.2
    
    
    
    $
    19.4
  98




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
  December 31,2009
    
    
    2008Total AssetsNorth American Lab
    
    $
    2,576.5
    
    
    $
    2,626.1European Lab
    
    
    2,313.1
    
    
    
    2,198.2Science Education
    
    
    237.7
    
    
    
    260.6Total
    
    $
    5,127.3
    
    
    $
    5,084.9
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Operating income (loss), as reportedNorth American Lab
    
    $
    113.7
    
    
    $
    (95.3
    )
    
    $
    54.1
    
    
    
    $
    51.8European Lab
    
    
    93.1
    
    
    
    2.8
    
    
    
    39.1
    
    
    
    
    41.8Science Education
    
    
    2.0
    
    
    
    (95.8
    )
    
    
    9.7
    
    
    
    
    4.3Merger expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36.8
    )Total
    
    
    208.8
    
    
    
    (188.3
    )
    
    
    102.9
    
    
    
    
    61.1Interest income
    
    
    2.3
    
    
    
    5.7
    
    
    
    3.0
    
    
    
    
    3.3Interest expense
    
    
    (226.8
    )
    
    
    (289.6
    )
    
    
    (130.4
    )
    
    
    
    (101.8
    )Other income (expense), net
    
    
    (23.9
    )
    
    
    22.1
    
    
    
    (67.2
    )
    
    
    
    3.5Loss before income taxes
    
    $
    (39.6
    )
    
    $
    (450.1
    )
    
    $
    (91.7
    )
    
    
    $
    (33.9
    )
  Successor
    
    
    
    PredecessorYear Ended December 31,
    
    
    Year Ended December 31, 2007June 30 -
    
    
    
    January 1 -2009
    
    
    2008
    
    
    December 31, 2007
    
    
    
    June 29, 2007Net SalesUnited States
    
    $
    1,890.5
    
    
    $
    1,979.3
    
    
    $
    1,003.1
    
    
    
    $
    956.5International
    
    
    1,670.7
    
    
    
    1,779.9
    
    
    
    819.6
    
    
    
    
    742.8Total
    
    $
    3,561.2
    
    
    $
    3,759.2
    
    
    $
    1,822.7
    
    
    
    $
    1,699.3
  99




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 December 31,2009
    
    
    2008Long-lived AssetsUnited States
    
    $
    93.3
    
    
    $
    105.2International
    
    
    98.1
    
    
    
    84.9Total
    
    $
    191.4
    
    
    $
    190.1Total AssetsUnited States
    
    $
    2,555.4
    
    
    $
    2,675.9International
    
    
    2,571.9
    
    
    
    2,409.0Total
    
    $
    5,127.3
    
    
    $
    5,084.9
 (18) Unaudited Quarterly Financial Information
 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
 2008 Quarterly PeriodsFirst
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    $
    922.6
    
    
    $
    965.5
    
    
    $
    979.9
    
    
    $
    891.2Gross profit
    
    
    261.1
    
    
    
    271.7
    
    
    
    278.8
    
    
    
    253.8Operating income (loss)
    
    
    40.5
    
    
    
    47.4
    
    
    
    65.4
    
    
    
    (341.6
    )Interest expense, net
    
    
    (63.2
    )
    
    
    (63.1
    )
    
    
    (64.8
    )
    
    
    (92.8
    )Other (expense) income, net
    
    
    (75.0
    )
    
    
    1.8
    
    
    
    96.5
    
    
    
    (1.2
    )(Loss) income before income
taxes
    
    
    (97.7
    )
    
    
    (13.9
    )
    
    
    97.1
    
    
    
    (435.6
    )Net (loss) income
    
    
    (56.8
    )
    
    
    (9.7
    )
    
    
    56.4
    
    
    
    (324.5
    )
   100




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 (19) Condensed Consolidating Financial Information Post Merger
    101




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Balance Sheet  December 31, 2009 (Successor)
 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
  102




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VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Balance Sheet
December 31, 2008 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyASSETSCurrent assets:Cash and cash equivalents
    
    $
    3.1
    
    
    $
    8.6
    
    
    $
    30.3
    
    
    $
    
    
    
    $
    42.0Compensating cash balance
    
    
    
    
    
    
    
    
    
    
    100.7
    
    
    
    
    
    
    
    100.7Trade accounts receivable, net
    
    
    
    
    
    
    196.5
    
    
    
    275.7
    
    
    
    
    
    
    
    472.2Inventories
    
    
    
    
    
    
    153.3
    
    
    
    131.5
    
    
    
    
    
    
    
    284.8Other current assets
    
    
    
    
    
    
    15.0
    
    
    
    49.2
    
    
    
    
    
    
    
    64.2Intercompany receivables
    
    
    11.2
    
    
    
    5.5
    
    
    
    
    
    
    
    (16.7
    )
    
    
    Total current assets
    
    
    14.3
    
    
    
    378.9
    
    
    
    587.4
    
    
    
    (16.7
    )
    
    
    963.9Property and equipment, net
    
    
    
    
    
    
    83.1
    
    
    
    107.0
    
    
    
    
    
    
    
    190.1Goodwill
    
    
    
    
    
    
    900.2
    
    
    
    884.5
    
    
    
    
    
    
    
    1,784.7Other intangible assets, net
    
    
    
    
    
    
    1,167.9
    
    
    
    845.0
    
    
    
    
    
    
    
    2,012.9Deferred income taxes
    
    
    150.4
    
    
    
    
    
    
    
    14.2
    
    
    
    (150.4
    )
    
    
    14.2Investment in subsidiaries
    
    
    2,630.4
    
    
    
    1,690.4
    
    
    
    
    
    
    
    (4,320.8
    )
    
    
    Other assets
    
    
    49.7
    
    
    
    64.2
    
    
    
    5.2
    
    
    
    
    
    
    
    119.1Intercompany loans
    
    
    1,004.9
    
    
    
    108.0
    
    
    
    51.0
    
    
    
    (1,163.9
    )
    
    
    Total assets
    
    $
    3,849.7
    
    
    $
    4,392.7
    
    
    $
    2,494.3
    
    
    $
    (5,651.8
    )
    
    $
    5,084.9LIABILITIES, REDEEMABLE EQUITY
UNITS AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of debt and
capital lease obligations
    
    $
    61.9
    
    
    $
    0.4
    
    
    $
    102.7
    
    
    $
    
    
    
    $
    165.0Accounts payable
    
    
    
    
    
    
    166.8
    
    
    
    189.7
    
    
    
    
    
    
    
    356.5Accrued expenses
    
    
    36.6
    
    
    
    62.5
    
    
    
    90.7
    
    
    
    
    
    
    
    189.8Intercompany payables
    
    
    1.0
    
    
    
    
    
    
    
    15.7
    
    
    
    (16.7
    )
    
    
    Total current liabilities
    
    
    99.5
    
    
    
    229.7
    
    
    
    398.8
    
    
    
    (16.7
    )
    
    
    711.3Long-term debt and capital lease
obligations
    
    
    2,645.2
    
    
    
    1.9
    
    
    
    3.5
    
    
    
    
    
    
    
    2,650.6Other long-term liabilities
    
    
    50.2
    
    
    
    15.7
    
    
    
    55.6
    
    
    
    
    
    
    
    121.5Deferred income taxes
    
    
    
    
    
    
    426.9
    
    
    
    270.2
    
    
    
    (150.4
    )
    
    
    546.7Intercompany loans
    
    
    
    
    
    
    1,088.9
    
    
    
    75.0
    
    
    
    (1,163.9
    )
    
    
    Total liabilities
    
    
    2,794.9
    
    
    
    1,763.1
    
    
    
    803.1
    
    
    
    (1,331.0
    )
    
    
    4,030.1Redeemable equity units
    
    
    46.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.4Total stockholders equity
    
    
    1,008.4
    
    
    
    2,629.6
    
    
    
    1,691.2
    
    
    
    (4,320.8
    )
    
    
    1,008.4Total liabilities, redeemable equity units
and stockholders equity
    
    $
    3,849.7
    
    
    $
    4,392.7
    
    
    $
    2,494.3
    
    
    $
    (5,651.8
    )
    
    $
    5,084.9
  103




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating
Statement of Operations  December 31, 2009 (Successor)
 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 (1)
    
    
    (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
    )
 
 (1)
    
    The Parents net interest expense for the year ended December 31, 2009
of $179.8 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, and it may
also elect to satisfy its interest expense on the Senior Notes and
Senior Subordinated Notes for certain time periods by increasing the
principal amount thereon. Condensed Consolidating Statement of Operations
December 31, 2008 (Successor)
 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 subsidiaires
    
    
    (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
    )
  104




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##### Table of Contents



VWR FUNDING, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
(In millions, except share data)
 Condensed Consolidating Statement of Operations
June 30  December 31, 2007 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    995.3
    
    
    $
    847.2
    
    
    $
    (19.8
    )
    
    $
    1,822.7Cost of goods sold
    
    
    
    
    
    
    743.5
    
    
    
    587.6
    
    
    
    (19.8
    )
    
    
    1,311.3Gross profit
    
    
    
    
    
    
    251.8
    
    
    
    259.6
    
    
    
    
    
    
    
    511.4Selling, general and administrative expenses
    
    
    0.9
    
    
    
    198.8
    
    
    
    217.8
    
    
    
    (9.0
    )
    
    
    408.5Operating (loss) income
    
    
    (0.9
    )
    
    
    53.0
    
    
    
    41.8
    
    
    
    9.0
    
    
    
    102.9Interest expense, net of interest income
    
    
    (83.6
    )
    
    
    (42.4
    )
    
    
    (1.4
    )
    
    
    
    
    
    
    (127.4
    )Other income (expense), net
    
    
    (68.0
    )
    
    
    (0.8
    )
    
    
    10.6
    
    
    
    (9.0
    )
    
    
    (67.2
    )(Loss) income before income taxes
and
equity in earnings of subsidiaries
    
    
    (152.5
    )
    
    
    9.8
    
    
    
    51.0
    
    
    
    
    
    
    
    (91.7
    )Income tax benefit (provision)
    
    
    86.3
    
    
    
    (30.8
    )
    
    
    (12.8
    )
    
    
    
    
    
    
    42.7Equity in earnings of subsidiaries, net of tax
    
    
    17.2
    
    
    
    38.2
    
    
    
    
    
    
    
    (55.4
    )
    
    
    Net (loss) income
    
    $
    (49.0
    )
    
    $
    17.2
    
    
    $
    38.2
    
    
    $
    (55.4
    )
    
    $
    (49.0
    )
 
 Condensed Consolidating Statement of Operations
January 1  June 29, 2007 (Predecessor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet sales
    
    $
    
    
    
    $
    941.4
    
    
    $
    775.1
    
    
    $
    (17.2
    )
    
    $
    1,699.3Cost of goods sold
    
    
    
    
    
    
    709.9
    
    
    
    537.4
    
    
    
    (17.2
    )
    
    
    1,230.1Gross profit
    
    
    
    
    
    
    231.5
    
    
    
    237.7
    
    
    
    
    
    
    
    469.2Selling, general and administrative expenses
    
    
    
    
    
    
    185.7
    
    
    
    195.6
    
    
    
    (10.0
    )
    
    
    371.3Merger expenses
    
    
    36.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.8Operating (loss) income
    
    
    (36.8
    )
    
    
    45.8
    
    
    
    42.1
    
    
    
    10.0
    
    
    
    61.1Interest expense, net of interest income
    
    
    (22.4
    )
    
    
    (75.9
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    (98.5
    )Other income (expense), net
    
    
    0.2
    
    
    
    8.4
    
    
    
    4.9
    
    
    
    (10.0
    )
    
    
    3.5(Loss) income before income taxes
and
equity in earnings of subsidiaries
    
    
    (59.0
    )
    
    
    (21.7
    )
    
    
    46.8
    
    
    
    
    
    
    
    (33.9
    )Income tax benefit (provision)
    
    
    17.0
    
    
    
    8.9
    
    
    
    (17.6
    )
    
    
    
    
    
    
    8.3Equity in earnings of subsidiaries, net of tax
    
    
    16.4
    
    
    
    29.2
    
    
    
    
    
    
    
    (45.6
    )
    
    
    Net (loss) income
    
    $
    (25.6
    )
    
    $
    16.4
    
    
    $
    29.2
    
    
    $
    (45.6
    )
    
    $
    (25.6
    )
  105




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##### 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 (Successor)
 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 other businesses and transaction costs
    
    
    
    
    
    
    (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 provided by (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 increase (decrease) 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 (Successor)
 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 other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (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
  106




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##### 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
June 30  December 31, 2007 (Successor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (65.2
    )
    
    $
    56.0
    
    
    $
    28.6
    
    
    $
    
    
    
    $
    19.4Cash flows from investing activities:Intercompany investing transactions
    
    
    65.7
    
    
    
    39.1
    
    
    
    
    
    
    
    (104.8
    )
    
    
    Merger consideration
    
    
    (3,802.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,802.9
    )Allocation of acquired cash balances
    
    
    (77.1
    )
    
    
    22.1
    
    
    
    55.0
    
    
    
    
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (9.8
    )
    
    
    (6.5
    )
    
    
    
    
    
    
    (16.3
    )Acquisition of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (36.1
    )
    
    
    
    
    
    
    (36.1
    )Proceeds from the sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    1.2
    
    
    
    
    
    
    
    1.2Net cash (used in) provided by investing activities
    
    
    (3,814.3
    )
    
    
    51.4
    
    
    
    13.6
    
    
    
    (104.8
    )
    
    
    (3,854.1
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (65.7
    )
    
    
    (39.1
    )
    
    
    104.8
    
    
    
    Proceeds from debt
    
    
    2,620.8
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    2,622.9Repayment of debt
    
    
    (32.5
    )
    
    
    
    
    
    
    (1.2
    )
    
    
    
    
    
    
    (33.7
    )Issuance of common stock to parent, net of expenses
    
    
    1,353.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,353.8Debt issuance costs
    
    
    (62.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62.6
    )Other financing activities, net
    
    
    1.1
    
    
    
    (25.6
    )
    
    
    22.0
    
    
    
    
    
    
    
    (2.5
    )Net cash provided by (used in) financing activities
    
    
    3,880.6
    
    
    
    (91.3
    )
    
    
    (16.2
    )
    
    
    104.8
    
    
    
    3,877.9Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    1.8
    
    
    
    
    
    
    
    1.8Net increase (decrease) in cash and cash
equivalents
    
    
    1.1
    
    
    
    16.1
    
    
    
    27.8
    
    
    
    
    
    
    
    45.0Cash and cash equivalents beginning of period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents end of period
    
    $
    1.1
    
    
    $
    16.1
    
    
    $
    27.8
    
    
    $
    
    
    
    $
    45.0
 
 Condensed Consolidating Statement of Cash Flows
January 1  June 29, 2007 (Predecessor)
 Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    TotalParent
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CompanyNet cash (used in) provided by operating activities
    
    $
    (16.0
    )
    
    $
    47.7
    
    
    $
    25.3
    
    
    $
    
    
    
    $
    57.0Cash flows from investing activities:Intercompany investing transactions
    
    
    15.8
    
    
    
    (42.5
    )
    
    
    
    
    
    
    26.7
    
    
    
    Capital expenditures
    
    
    
    
    
    
    (9.3
    )
    
    
    (6.4
    )
    
    
    
    
    
    
    (15.7
    )Acquisition of other businesses and transaction costs
    
    
    
    
    
    
    
    
    
    
    (19.4
    )
    
    
    
    
    
    
    (19.4
    )Proceeds from the sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    2.2
    
    
    
    
    
    
    
    2.2Net cash provided by (used in) investing activities
    
    
    15.8
    
    
    
    (51.8
    )
    
    
    (23.6
    )
    
    
    26.7
    
    
    
    (32.9
    )Cash flows from financing activities:Intercompany financing transactions
    
    
    
    
    
    
    (15.8
    )
    
    
    42.5
    
    
    
    (26.7
    )
    
    
    Proceeds from debt
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Repayment of debt
    
    
    
    
    
    
    (20.5
    )
    
    
    (0.9
    )
    
    
    
    
    
    
    (21.4
    )Other financing activities, net
    
    
    (1.1
    )
    
    
    (4.1
    )
    
    
    (3.2
    )
    
    
    
    
    
    
    (8.4
    )Net cash (used in) provided by financing activities
    
    
    (1.1
    )
    
    
    (40.4
    )
    
    
    38.5
    
    
    
    (26.7
    )
    
    
    (29.7
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    2.0
    
    
    
    
    
    
    
    2.0Net (decrease) increase in cash and cash
equivalents
    
    
    (1.3
    )
    
    
    (44.5
    )
    
    
    42.2
    
    
    
    
    
    
    
    (3.6
    )Cash and cash equivalents beginning of period
    
    
    1.3
    
    
    
    66.8
    
    
    
    71.3
    
    
    
    
    
    
    
    139.4Cash and cash equivalents end of period
    
    $
    
    
    
    $
    22.3
    
    
    $
    113.5
    
    
    $
    
    
    
    $
    135.8
  107




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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
   108




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    Internal Control
 Integrated Framework
  KPMG LLP
  109




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ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Name
    
    Age
    
    PositionJohn M. Ballbach
    
    49
    
    Chairman, President and Chief Executive OfficerGregory L. Cowan
    
    56
    
    Senior Vice President and Chief Financial OfficerMatthew C. Malenfant
    
    48
    
    Senior Vice President and President of North America, Lab Distribution and ServicesManuel Brocke-Benz
    
    51
    
    Senior Vice President and Managing Director of Europe, Lab Distribution and ServicesWu Ming Kei (a/k/a Eddy Wu)
    
    43
    
    Senior Vice President and President of Asia PacificGeorge Van Kula
    
    46
    
    Senior Vice President, General Counsel and SecretaryTheodore C. Pulkownik
    
    52
    
    Senior Vice President, Strategy and Corporate DevelopmentPaul A. Dumas
    
    43
    
    Senior Vice President, Human ResourcesJon Michael Colyer
    
    36
    
    Vice President and General Manager of Science EducationCharles R. Patel
    
    40
    
    Senior Vice President and Chief Information OfficerTheresa A. Balog
    
    48
    
    Vice President and Corporate ControllerNicholas W. Alexos
    
    46
    
    DirectorRobert L. Barchi
    
    63
    
    DirectorEdward A. Blechschmidt
    
    57
    
    DirectorThompson Dean
    
    51
    
    DirectorRobert P. DeCresce
    
    60
    
    DirectorPamela Forbes Lieberman
    
    55
    
    DirectorHarry M. Jansen Kraemer Jr.
    
    54
    
    DirectorCarlos del Salto
    
    66
    
    DirectorTimothy P. Sullivan
    
    51
    
    DirectorRobert J. Zollars
    
    52
    
    Director
  John M. Ballbach
  110




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##### Table of Contents



Gregory L. Cowan
 Matthew Malenfant
 Manuel Brocke-Benz
 Wu Ming Kei (a/k/a Eddy Wu)
 George Van Kula
  111




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Theodore C. Pulkownik
 Paul A. Dumas
 Jon Michael Colyer
 Charles R. Patel
  112




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##### Table of Contents



Theresa A. Balog
 Nicholas W. Alexos
 Robert L. Barchi, M.D., Ph.D.
 Edward A. Blechschmidt
  113




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Thompson Dean
 Robert P. DeCresce, M.D.
 Pamela Forbes Lieberman
  114




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Harry M. Jansen Kraemer, Jr.
 Carlos del Salto
 Timothy P. Sullivan
 Robert J. Zollars
  115




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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
  116




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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 Successor Equity Plan.
  117




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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 Successor Equity Plan;
 
    
    retirement and other benefits; and
 
    
    perquisites and other personal benefits.
  118




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Base Salary
    AnnualizedName
    
    Time Period
    
    
    SalaryJohn M. Ballbach
    
    
    2009
    
    
    $
    939,008Chairman, President and Chief Executive Officer
    
    
    2008
    
    
    
    925,008Jack L. Wyszomierski (1)
    
    
    2009
    
    
    
    464,000Former Executive Vice President and Chief Financial Officer
    
    
    2008
    
    
    
    450,000Gregory L. Cowan (2)
    
    
    06/26/09-12/31/09
    
    
    
    400,000Senior Vice President and Chief Financial Officer
    
    
    01/01/09-06/25/09
    
    
    
    309,0082008
    
    
    
    295,008
  119




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##### Table of Contents



AnnualizedName
    
    Time Period
    
    
    SalaryMatthew C. Malenfant
    
    
    2009
    
    
    
    394,004Senior Vice President and President of North America, Lab
Distribution and Services
    
    
    2008
    
    
    
    380,004Manuel Brocke-Benz (3)
    
    
    2009
    
    
    
    390,090Senior Vice President and Managing Director of Europe, Lab
Distribution and Services
    
    
    2008
    
    
    
    390,090Wu Ming Kei (a/k/a Eddy Wu) (4)
    
    
    2009
    
    
    
    352,197Senior Vice President and President, Asia-Pacific
    
    
    2008
    
    
    
    352,197
 
 (1)
    
    Mr. Wyszomierski retired as the Companys Executive Vice President and
Chief Financial Officer, effective June 26, 2009. See the column
Salary of the Summary Compensation Table for the actual amount of
base salary paid to Mr. Wyszomierski for 2009.(2)
    
    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. In connection with his promotion,
Mr. Cowans annualized base salary was increased from $309,008 to
$400,000. See the column Salary of the Summary Compensation Table
for the actual amount of base salary paid to Mr. Cowan for 2009.(3)
    
    The 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 2009 (1.39318).(4)
    
    The 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 2009 (0.12901).     
 Performance-Based Cash Incentive Compensation
   Target% of BaseName
    
    Salary PaidJohn M. Ballbach
    
    
    100
    %Jack L. Wyszomierski
    
    
    85
    %Gregory L. Cowan (1)
    
    
    75
    %Matthew C. Malenfant
    
    
    75
    %Manuel Brocke-Benz
    
    
    75
    %Wu Ming Kei (a/k/a Eddy Wu)
    
    
    75
    %
 
 (1)
    
    In connection with his promotion to Senior Vice President and Chief
Financial Officer, Mr. Cowans target cash bonus percentage was
increased from 60% to 75%, effective June 26, 2009.  120




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
    
    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 2008 was
$305.9, and our year-over-year growth target for 2009 to receive 100% of the potential
payout for the Internal EBITDA component was 12%, which was set by our Compensation
Committee as challenging, but achievable with considerable effort. The Internal EBITDA
component was given a weighting of 70% 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 70% 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.
 
    
    A total operating expense target for 2009 of $832 million or less. Total operating
expense is calculated using fixed foreign currency exchange rates, which are established as
described above. In addition, this target is subject to adjustment for acquisitions made
during the year. For 2009, this component was given a weighting of 10% of the total
potential MIP award.
 
    
    Year-over-year improvements in various working capital metrics, including days sales
outstanding in accounts receivable, days sales in inventory and days payables outstanding.
For 2009, 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 2009, performance with respect to these objectives was given a weighting of 10%
of the total potential MIP award.
    121




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Equity Participation under Successor Equity Plan
   Number of Class A
    
    
    Number of Class AName
    
    Common Units(1)
    
    
    Preferred UnitsJohn M. Ballbach (2)
    
    
    298,679.81
    
    
    
    6,000.60Jack L. Wyszomierski (3)
    
    
    83,923.28
    
    
    
    2,060.73Gregory L. Cowan
    
    
    14,244.52
    
    
    
    349.77Matthew C. 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. Wyszomierski
purchased 65,273.66 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.(3)
    
    As a result of Mr. Wyszomierskis retirement from the Company in June
2009, Holdings exercised its rights to repurchase all of his common
units and preferred units in 2009 at a per unit price of $.01 and
$1,000 plus accrued yield, respectively, except for the portion of his
founders common units (i.e., 8,181.56 units) that could not be
repurchased at the time per the transaction documents because those
units were vested for less than six months as of the effective date of
his retirement. Holdings repurchased all remaining units in
January 2010 in accordance with the transaction documents.    122




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Retirement and Other Benefits
 U.S. Pension Plans.
 German Pension Plan .
 Savings Plan.
 Retirement Contribution .
 Nonqualified Deferred Compensation Plan.
  123




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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
   124




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Executive Compensation Tables
 Summary Compensation Table
  Change inPension Valueand NonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    
    (2)($)
    
    
    ($)
    
    
    (3)($)
    
    
    ($)
    
    
    (4)($)
    
    
    (5)($)
    
    
    (6)($)
    
    
    ($)John M. Ballbach
    
    
    2009
    
    
    $
    939,008
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    803,932
    
    
    
    
    
    
    $
    69,877
    
    
    $
    1,812,817Chairman, President and Chief
    
    
    2008
    
    
    
    925,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    565,180
    
    
    
    
    
    
    
    70,070
    
    
    
    1,560,258Executive Officer
    
    
    2007
    
    
    
    787,506
    
    
    
    
    
    
    $
    2,818,202
    
    
    $
    
    
    
    
    945,345
    
    
    
    
    
    
    
    77,615
    
    
    
    4,628,668Jack L. Wyszomierski(1)
    
    
    2009
    
    
    
    225,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378,082
    
    
    
    1,603,090Former Executive Vice President and
    
    
    2008
    
    
    
    450,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233,708
    
    
    
    
    
    
    
    62,167
    
    
    
    745,875Chief Financial Officer
    
    
    2007
    
    
    
    417,504
    
    
    
    
    
    
    
    737,693
    
    
    
    
    
    
    
    441,612
    
    
    
    
    
    
    
    38,303
    
    
    
    1,635,112Gregory L. Cowan(1)
    
    
    2009
    
    
    
    356,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207,790
    
    
    
    
    
    
    
    37,083
    
    
    
    600,997Senior Vice President and 
Chief Financial OfficerMatthew C. Malenfant
    
    
    2009
    
    
    
    394,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,077
    
    
    $
    18,340
    
    
    
    94,053
    
    
    
    706,474Senior Vice President and
    
    
    2008
    
    
    
    380,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203,207
    
    
    
    29,870
    
    
    
    59,685
    
    
    
    672,766President of North America, Lab
    
    
    2007
    
    
    
    355,002
    
    
    
    
    
    
    
    343,968
    
    
    
    
    
    
    
    347,083
    
    
    
    6,901
    
    
    
    49,881
    
    
    
    1,102,835Distribution and ServicesManuel Brocke-Benz
    
    
    2009
    
    
    
    390,090
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    284,435
    
    
    
    287,952
    
    
    
    15,743
    
    
    
    978,220Senior Vice President and
Managing Director of Europe, Lab
Distribution and ServicesWu Ming Kei (a/k/a Eddy Wu)
    
    
    2009
    
    
    
    352,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    270,066
    
    
    
    
    
    
    
    652,831
    
    
    
    1,275,094Senior Vice President
and President, Asia-Pacific
 
 (1)
    
    Effective June 26, 2009, Mr. Wyszomierski retired as the Companys
Executive Vice President and Chief Financial Officer, and Mr. Cowan
was promoted from the Companys Vice President and Controller to the
Companys Senior Vice President and Chief Financial Officer. In
connection with his promotion, Mr. Cowans annualized base salary was
increased from $309,008 to $400,000.(2)
    
    This column reflects the actual salaries earned in 2009, 2008 and
2007, 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
2009 salary amount for Mr. Brocke-Benz has been converted from Euros
to United States dollars using the average of the monthly average
exchange rates for 2009 (1.39318), and the 2009 salary amount for Mr.
Wu has been converted from Hong Kong dollars to United States dollars
using the average of the monthly average exchange rates for 2009
(0.12901).(3)
    
    This column reflects the grant date fair value of the equity units
purchased under the Successor Equity Plan as of the date of purchase
(as calculated under U.S. GAAP). See Equity Participation under
Successor Equity Plan for more information.(4)
    
    This column represents amounts earned under the MIP for each of 2009,
2008 and 2007, as applicable, and, in the cases of Messrs. Ballbach,
Wyszomierski and Malenfant, amounts paid under the Retention Bonus
Plan in 2007 in connection with the consummation of the Merger
($316,603, $158,278 and $158,278, respectively). Information regarding
these Retention Bonus Plan payments was provided in Item 11.
Executive Compensation of our Annual Report on Form 10-K for the year
ended December 31, 2007. The 2009 MIP award amount for Mr. Brocke-Benz
has been converted from Euros to United States dollars based on the
exchange rate as of the close of business on December 31, 2009
(1.44060), and the 2009 MIP award amount for Mr. Wu has been converted
from Hong Kong dollars to United States dollars based on the exchange
rate as of the close of business on December 31, 2009 (0.12896).  125




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##### Table of Contents



(5)
    
    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 change in actuarial present value of the
accumulated benefit under the German Pension Plan from 2008 to 2009
(the amount has been converted from Euros to United States dollars
based on the exchange rate as of the close of business on December 31,
2009 (1.44060). 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.(6)
    
    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 2009, 2008 and
2007, as applicable.The perquisites and other personal benefits for 2009 included:
financial planning assistance for each of the named executive officers
other than Mr. Brocke-Benz; an automobile allowance of $35,866 for Mr.
Wu (converted from Chinese RMB to United States dollars using the
average of the monthly average applicable exchange rate for 2009
(0.14639) and less than $25,000 for Mr. Brocke-Benz; and reimbursement
of club membership dues in the amount of $29,000 for Mr. Malenfant and
less than $25,000 for Messrs. Ballbach and Wyszomierski.All Other
Compensation for 2009 for Messrs. Ballbach, Wyszomierski,
Cowan and Malenfant also includes: Company contributions to the
Savings Plan of $13,720, in the aggregate, for Messrs. Ballbach, Cowan
and Malenfant (which includes the performance-based contribution of
$3,920 to be made by the Company for each of these officers in March
2010 based on our 2009 performance see the Compensation Discussion
and Analysis under Retirement and Other Benefits-Savings Plan for
more information), and less than $10,000 for Mr. Wyszomierski; Company
restoration matching contributions to the Nonqualified Deferred
Compensation Plan made by the Company in 2009, based on assumed
maximum contributions to the Savings Plan and actual contributions to
the Nonqualified Deferred Compensation Plan made by the named
executive officers in 2009, in the amount of $14,699 for Mr.
Malenfant, and less than $10,000 for Messrs. Ballbach, Wyszomierski
and Cowan (see Nonqualified Deferred Compensation Plan for
additional information); and tax reimbursements, or gross-ups, for
the taxable portion of perquisites or other compensation provided to
Messrs. Ballbach, Wyszomierski, Cowan and Malenfant in the aggregate
amount of approximately $20,100, $14,900, $6,300 and $26,600,
respectively.All Other Compensation
for 2009 for Mr. Wyszomierski also includes: $1,299,892, which represents
the total cash amount and value of health benefits to which he is entitled (and is being paid) as
a result of his retirement in June 2009 pursuant to his Executive Officer Employment Agreement
(see Termination and Change of Control Arrangements for more information); the distribution
to him of all amounts in his notional account under the Nonqualified Deferred Compensation Plan as
of December 31, 2009 in accordance with that plan (see Nonqualified Deferred Compensation Plan
for more information); imputed income based upon the Companys expense for providing him with
health benefits in 2009 following his retirement in accordance with his Executive Officer
Employment Agreement; and a retirement gift provided to him by the Company.All Other Compensation for 2009 for Mr. Wu also includes aggregate
contribution payments to him of $52,220 toward his Hong Kong voluntary
retirement plan, in accordance with his Executive Officer Employment
Agreement (which aggregate amount has been converted from Hong Kong
dollars to United States dollars using the average of the monthly
average exchange rates for 2009 (0.12901)). In addition, Mr. Wu, who
is a Hong Kong national but who has been assigned to work in Shanghai,
China, receives certain allowances and reimbursements from the Company
in connection with his overseas assignment, in accordance with his
Executive Officer Employment Agreement. This compensation, which also
is included in All Other Compensation for 2009 for Mr. Wu, is set
forth in the table below (the amounts in the table been have been
converted from Chinese RMB to United States dollars using the average
of the monthly average exchange rates for 2009 (0.14639), except that
the tuition reimbursement is paid in United States dollars): Tuition
    
    
    Housing
    
    
    
    
    
    
    TaxReimbursement
    
    
    Allowance
    
    
    Utilities
    
    
    Equalization
    
    
    TotalPayment
    
    $
    57,284
    
    
    $
    122,968
    
    
    $
    15,371
    
    
    $
    257,709
    
    
    $
    453,332
 Lastly, All Other Compensation for 2009 for Mr. Wu includes tax reimbursements, or
gross-ups, for the taxable portion of perquisites or other compensation provided to him in
the aggregate amount of approximately $101,000 (which amount has been converted from Hong Kong
dollars or Chinese RMB to United States
dollars using the average of the monthly average applicable exchange rates for 2009 (0.12901
and 0.14639, respectively).  126




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##### Table of Contents



Grants of Plan-Based Awards
  Estimated Future
    
    
    
    
    
    
    Estimated Future
    
    
    
    
    
    
    All OtherPayouts Under
    
    
    
    
    
    
    Payouts Under
    
    
    All Other Stock
    
    
    Option Awards:
    
    
    Exercise or
    
    
    Grant DateNon-Equity Incentive
    
    
    
    
    
    
    Under Equity Incentive
    
    
    Awards:
    
    
    Number of
    
    
    Base Price of
    
    
    Fair ValueIncentive Plan Awards(1)
    
    
    
    
    
    
    Plan Awards
    
    
    Number of
    
    
    Securities
    
    
    Option
    
    
    of Stock andThreshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Shares of Stock
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    or Units (#)
    
    
    Options (#)
    
    
    ($/sh)
    
    
    Awards ($)John M. Ballbach
    
    
    2/10/2009
    
    
    $
    
    
    
    $
    939,008
    
    
    $
    1,596,314
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Jack L.
Wyszomierski(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gregory L. Cowan(3).
    
    
    2/10/2009
    
    
    
    
    
    
    
    242,702
    
    
    
    412,593
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Matthew C. Malenfant
    
    
    2/10/2009
    
    
    
    
    
    
    
    295,503
    
    
    
    502,355
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Manuel
Brocke-Benz(4)
    
    
    2/10/2009
    
    
    
    
    
    
    
    292,568
    
    
    
    497,365
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wu Ming Kei (a/k/a
Eddy Wu)(4)
    
    
    2/10/2009
    
    
    
    
    
    
    
    264,148
    
    
    
    449,051
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    These columns reflect the potential payments under the MIP for 2009 performance. The
2009 MIP is described in the Compensation Discussion and Analysis under Performance-Based
Cash Incentive Compensation. The components of the 2009 MIP were formally approved by the
Compensation Committee at its meeting on February 10, 2009. 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)
    
    Effective June 26, 2009, Mr. Wyszomierski retired as the Companys Executive Vice
President and Chief Financial Officer.(3)
    
    In connection with his promotion to Senior Vice President and Chief Financial Officer,
Mr. Cowans annualized base salary was increased from $309,008 to $400,000 and his target
cash bonus percentage was increased from 60% to 75%, in each case effective June 26, 2009.
His Target and Maximum amounts in the table are calculated based on his original and
adjusted salary and target cash bonus percentages for the six-month time periods during
which each was effective during 2009.(4)
    
    The Target and Maximum amounts for Messrs. Brocke-Benz and Wu are calculated based on
the conversion of their 2009 base salaries to United States dollars using the exchange
rates described in Note (2) to the Summary Compensation Table. Outstanding Equity Awards at Fiscal Year-end
  Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout ValueNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedNumber of
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsSecurities
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnderlying
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatUnexercised
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotOptions
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable (#)
    
    
    (#)
    
    
    (#)
    
    
    ($)
    
    
    Date (#)
    
    
    (#)(1)
    
    
    ($)(3)
    
    
    (#)
    
    
    ($)John M. Ballbach
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,054.57
    
    
    $
    910.55
    
    
    
    
    
    
    
    Jack L. Wyszomierski
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (2
    )
    
    
    
    
    
    
    Gregory L. Cowan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,128.09
    
    
    
    41.28
    
    
    
    
    
    
    
    Matthew C. Malenfant
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,340.35
    
    
    
    113.40
    
    
    
    
    
    
    
    Manuel Brocke-Benz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,340.35
    
    
    
    113.40
    
    
    
    
    
    
    
    Wu Ming Kei (a/k/a Eddy Wu)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,670.18
    
    
    
    56.70
    
    
    
    
    
    
    
    
 
 (1)
    
    This column reflects the portion of the founders common units
purchased by our named executive officers that remained unvested at
the end of 2009. Founders common units vest on a daily pro rata basis
over four years from the date of issuance.  127




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##### Table of Contents



(2)
    
    As a result of Mr. Wyszomierskis retirement from the Company in June
2009, the Company exercised its rights to repurchase all of his common
units and preferred units in 2009 at a per unit price of $.01 and
$1,000 plus accrued yield, respectively, except for the portion of his
founders common units (i.e., 8,181.56 units) that could not be
repurchased at the time per the transaction documents because those
units were vested for less than six months as of the effective date of
his retirement. The Company repurchased all remaining units
in January 2010 in accordance with the transaction documents.(3)
    
    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, 2009, for purposes
of the Successor Equity Plan and the related transaction documents,
was $.01 per unit. Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Value
    
    
    Number ofShares
    
    
    Realized
    
    
    Shares
    
    
    ValueAcquired
    
    
    Upon
    
    
    Acquired
    
    
    Realizedon Exercise
    
    
    Exercise
    
    
    on Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)(1)
    
    
    ($)(3)John M. Ballbach
    
    
    
    
    
    
    
    
    
    
    61,093.60
    
    
    
    Jack L. Wyszomierski
    
    
    
    
    
    
    
    
    
    
    7,913.31
    (2)
    
    
    Gregory L. Cowan
    
    
    
    
    
    
    
    
    
    
    2,769.77
    
    
    
    Matthew C. 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 Successor Equity Plan that vested during 2009.(2)
    
    Mr. Wyszomierskis founders common units ceased vesting upon his retirement in June 2009.(3)
    
    No value is realized as a result of vesting of the founders common units. See Equity
Participation under Successor 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).
  128




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##### Table of Contents



Supplemental Benefits Plan .
    Germany
 plus
  129




---



##### Table of Contents



Pension Plan Table
   Number of
    
    
    Present Value ofYears Credited
    
    
    AccumulatedName
    
    Plan Name
    
    Service
    
    
    BenefitMatthew C. Malenfant(1)
    
    VWR International Retirement Plan
    
    
    9.667
    
    
    $
    113,973VWR International Supplemental Benefits Plan
    
    
    9.667
    
    
    
    160,735Manuel Brocke-Benz(2)
    
    German Pension Plan
    
    
    23
    
    
    
    1,132,777
 
 (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, 2009, 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 12 under Item 8  Financial
Statements and Supplementary Data in this Annual Report on Form 10-K.
As described in such Note, the interest assumption is 5.75%.(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, 2009. 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 12 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, 2009 (1.44060). As described in such Note, the interest
assumption is 5.3% Nonqualified Deferred Compensation Plan
    130




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##### Table of Contents



Executive
    
    
    Registrant
    
    
    Aggregate
    
    
    Aggregate
    
    
    AggregateContributions in
    
    
    Contributions in
    
    
    Earnings in
    
    
    Withdrawals/
    
    
    BalanceName
    
    Last FY(1)
    
    
    Last FY(2)
    
    
    Last FY(3)
    
    
    Distributions
    
    
    at Last FYE(4)John M. Ballbach
    
    $
    
    
    
    $
    6,700
    
    
    $
    62
    
    
    $
    
    
    
    $
    19,680Jack L. Wyszomierski
    
    
    
    
    
    
    8,614
    
    
    
    110
    
    
    
    23,112
    
    
    
    8,619Gregory L. Cowan
    
    
    
    
    
    
    8,578
    
    
    
    76
    
    
    
    
    
    
    
    24,572Matthew C. Malenfant
    
    
    15,614
    
    
    
    14,699
    
    
    
    10,252
    
    
    
    
    
    
    
    93,778
 
 (1)
    
    Represents the amount of 2009 base salary and/or cash bonus under the
2009 MIP (paid in 2010, the 2009 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 2009 base salary deferrals, which is
included in the column Salary of the Summary Compensation Table for
2009.(2)
    
    Represents Company restoration matching amounts (described above) that
were made to the named executive officers Nonqualified Deferred
Compensation Plan notional accounts in March 2010 as a result of our
satisfaction of the relevant 2009 performance goal (2009 Matching
Amounts). These amounts are included in the column All Other
Compensation of the Summary Compensation Table for 2009.(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 2009.(4)
    
    The amounts reflect the actual aggregate balances as of December 31,
2009 plus 2009 MIP Deferrals, if any, and 2009 Matching Amounts, less
aggregate withdrawals and distributions. Amounts in this column that
represent contributions by the named executive officer or by the
Company in 2009, 2008 and/or 2007 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
    131




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##### Table of Contents



JOHN M. BALLBACH
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control(2)
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,774,354
    
    
    $
    
    
    
    $
    
    
    
    $
    939,008
    
    
    $
    939,008Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 GREGORY L. COWAN
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,062,013
    
    
    $
    
    
    
    $
    
    
    
    $
    300,000
    
    
    $
    300,000Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 MATTHEW C. MALENFANT
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,046,274
    
    
    $
    
    
    
    $
    
    
    
    $
    295,503
    
    
    $
    295,503Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 WU MING KEI (a/k/a EDDY WU)(6)
 InvoluntaryNot forCauseTerminationorResignation
    
    
    InvoluntaryVoluntary
    
    
    Early
    
    
    Normal
    
    
    for Good
    
    
    for Cause
    
    
    Change inExecutive Payments Upon Termination
    
    Termination
    
    
    Retirement
    
    
    Retirement
    
    
    Reason(1)
    
    
    Termination
    
    
    Control
    
    
    Death(3)
    
    
    Disability(4)Severance or Lump Sum Payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    941,994
    
    
    $
    
    
    
    $
    
    
    
    $
    264,046
    
    
    $
    264,046Founders Common Units (unvested
and accelerated)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  132




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##### Table of Contents



(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.(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
Successor 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, 2009 (0.12896).  133




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##### Table of Contents



Director Compensation
   Fees
    
    
    
    
    
    
    
    
    
    
    Non-EquityEarned
    
    
    
    
    
    
    
    
    
    
    Incentiveor Paid in
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)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(1)
    
    
    95,834
    
    
    
    32,000
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127,834Carlos del Salto
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Robert J. Zollars
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
 
 (1)
    
    Ms. Forbes Lieberman was elected to VWRs and our Board in January 2009, thus her fee for
service has been prorated for the time served.(2)
    
    This amount reflects the grant date fair value of the equity investment made by Ms. Forbes
Lieberman in 2009 under the Successor Equity Plan, calculated in accordance with U.S. GAAP.  134




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##### 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)Percent of
    
    
    
    
    
    
    Percent ofNumber
    
    
    Class
    
    
    Number
    
    
    ClassPrincipal Stockholders:Madison Dearborn(2)
    
    
    10,572,738.12
    
    
    
    75.51
    %
    
    
    1,175,259.52
    
    
    
    83.36
    %Avista Capital Partners(3)
    
    
    1,076,259.68
    
    
    
    7.69
    %
    
    
    117,685.69
    
    
    
    8.35
    %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 C. 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
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *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
    
    
    
    *
    
    
    
    99.1
    
    
    
    *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)
    
    
    12,433,997.52
    
    
    
    88.80
    %
    
    
    1,312,063.49
    
    
    
    93.06
    %
  135




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##### Table of Contents



*
    
    Denotes less than one percent.(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 45,874.54 common units and 921.72 preferred units held by the
John M. Ballbach 2007 Grantor Retained Annuity Trust, and 43,729.40
common units and 878.30 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. Description of Equity Capital of Holdings
  Preferred Units
 Yield.
 Redemptions; Distributions.
  136




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##### Table of Contents



First
 Second
 Third
  Voting Rights.
 Common Units
 Redemptions; Distributions.
 Voting Rights.
  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
    
    
    Reflected in Column (a))Plan Category
    
    (a)(1)
    
    
    (b)(1)
    
    
    (c)(1)Equity compensation plans
approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total at December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
  137




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##### Table of Contents



(1)
    
    The Successor Equity Plan was approved by Holdings Board of Managers
and its members on June 29, 2007. There are no options outstanding
under the Successor Equity Plan; the only securities that have been
issued pursuant to the Successor 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 Successor
Equity Plan. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
 Payments to Madison Dearborn and Avista
  Management Equity Arrangements
     138




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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 C. 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
    
    
    
    
    
    
    
 
 (1)
    
    Includes 45,874.54 common units and 921.72 preferred units held by the
John M. Ballbach 2007 Grantor Retained Annuity Trust, and 43,729.40
common units and 878.30 preferred units held by the John M. Ballbach
2009 Grantor Retained Annuity Trust. Mr. Ballbach is the trustee of
both Trusts.  139




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##### Table of Contents



Miscellaneous
     Review and Approval of Transactions with Related Persons
  Director Independence
  (1)
    
    Robert L. Barchi
 (2)
    
    Edward Blechschmidt
 (3)
    
    Robert P. DeCresce
 (4)
    
    Pamela Forbes Lieberman
 (5)
    
    Robert J. Zollars
    140




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##### Table of Contents



Nominating &Corporate GovernanceAudit Committee
    
    Compensation Committee
    
    Finance Committee
    
    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
 
 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  Type of Fees
    
    2009
    
    
    2008(In thousands)Audit Fees (1)
    
    $
    3,139
    
    
    $
    3,558Audit-Related Fees (2)
    
    
    46
    
    
    
    81Tax Fees (3)
    
    
    15
    
    
    
    $
    3,200
    
    
    $
    3,639
 
 (1)
    
    2009 and 2008 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 and fees related to various
European employee benefit plan audits.(2)
    
    Audit-related services in 2009 include agreed upon procedures in
support of statutory requirements. Audit-related services in 2008
include agreed upon procedures reports primarily associated with the
statutory merger of certain foreign entities.(3)
    
    Fees for the year ended 2009 relate to tax compliance services. Pre-Approval Policy for Auditor Services
     141




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   PageVWR FUNDING, INC. (Successor) and CDRV INVESTORS, INC. (Predecessor)Report of Independent Registered Public Accounting Firm
    
    
    48Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    49Consolidated Statements of Operations for the years ended December
31, 2009 and 2008 and for the periods included in the year ended
December 31, 2007
    
    
    50Consolidated Statement of Stockholders Equity and Other
Comprehensive Income (Loss) for the years ended December 31, 2009
and 2008 and for the periods included in the year ended December
31, 2007
    
    
    51Consolidated Statements of Cash Flows for the years ended December
31, 2009 and 2008 and for the periods included in the year ended
December 31, 2007
    
    
    53Notes to Consolidated Financial Statements
    
    
    54Schedule II  Valuation and Qualifying Accounts for the years ended
December 31, 2009 and 2008 and for the periods included in the year
ended December 31, 2007
    
    
    148
  142




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##### 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
  143




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##### 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
  144




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##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing10.4
    (a)
    
    Employment Letter, dated June 29, 2007, between
VWR International, LLC and John M. Ballbach**
    
    Previously filed as Exhibit 10.4 to
Quarterly Report on Form 10-Q for
the period ended June 30, 200710.4
    (b)
    
    Amendment to Employment Letter, dated December
18, 2008, between VWR International, LLC and
John M. Ballbach**
    
    Previously filed as Exhibit 10.4(b)
to Annual Report on Form 10-K for
the year ended December 31, 200810.4
    (c)
    
    Amendment to Employment Letter, dated February
10, 2009, between VWR International, LLC and
John M. Ballbach**
    
    Previously filed as Exhibit 10.4(c)
to Annual Report on Form 10-K for
the year ended December 31, 200810.5
    (a)
    
    Employment Letter, dated June 29, 2007, between
VWR International, LLC and Jack L.
Wyszomierski**
    
    Previously filed as Exhibit 10.5 to
Quarterly Report on Form 10-Q for
the period ended June 30, 200710.5
    (b)
    
    Amendment to Employment Letter, dated December
18, 2008, between VWR International, LLC and
Jack L. Wyszomierski**
    
    Previously filed as Exhibit 10.5(b)
to Annual Report on Form 10-K for
the year ended December 31, 200810.6
    (a)
    
    Employment Letter, dated June 29, 2007, between
VWR International, LLC and Gregory L. Cowan**
    
    Filed herewith10.6
    (b)
    
    Amendment to Employment Letter, dated December
18, 2008, between VWR International, LLC and
Gregory L. Cowan**
    
    Filed herewith10.7
    (a)
    
    Employment Letter, dated June 29, 2007, between
VWR International, LLC and Matthew Malenfant**
    
    Previously filed as Exhibit 10.8 to
Annual Report on Form 10-K for the
year ended December 31, 200710.7
    (b)
    
    Amendment to Employment Letter, dated December
18, 2008, between VWR International, LLC and
Matthew Malenfant**
    
    Previously filed as Exhibit 10.8(b)
to Annual Report on Form 10-K for
the year ended December 31, 200810.8
    (a)
    
    Employment Agreement, dated April 23, 2003,
between VWR International GmbH and Manuel
Brocke-Benz**
    
    Filed herewith10.8
    (b)
    
    Supplement to Employment Agreement, dated April
23, 2003, between VWR International GmbH and
Manuel Brocke-Benz**
    
    Filed herewith10.9
    
    
    Employment Agreement, dated June 13, 2008,
between VWR International, LLC and Wu Ming Kei
(a/k/a Eddy Wu)**
    
    Filed herewith10.10
    (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, 200710.10
    (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, 200710.11
    (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, 200710.11
    (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, 2007
  145




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##### Table of Contents



Exhibit*Number
    
    Description of Documents
    
    Method of Filing10.12
    (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, 200610.12
    (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, 200610.12
    (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, 200610.12
    (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, 200810.12
    (e)
    
    Amendment No. 4 to said Retirement Plan**
    
    Filed herewith10.12
    (f)
    
    Amendment No. 5 to said Retirement Plan**
    
    Filed herewith10.12
    (g)
    
    Amendment No. 6 to said Retirement Plan**
    
    Filed herewith10.13
    
    
    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, 200810.14
    
    
    VWR International Retention Bonus Plan**
    
    Previously filed as Exhibit 10.3 to
VWR International, Inc. Form 8-K,
filed on December 12, 200610.15
    
    
    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
   146




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##### 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)   Signature
    
    Title
    
    Date/s/ John M. Ballbach

John M. Ballbach
    
    Chairman, President and
Chief Executive Officer
    
    March 15, 2010/s/ Gregory L. Cowan

Gregory L. Cowan
    
    Senior Vice President and
Chief Financial Officer
    
    March 15, 2010/s/ Theresa A. Balog

Theresa A. Balog
    
    Vice President and Corporate Controller
    
    March 15, 2010
 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

George Van Kula
    
    Attorney-in-fact
    
    March 15, 2010
  147




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##### Table of Contents



Schedule II  Valuation and Qualifying Accounts
 VWR FUNDING, INC.
For the Years Ended December 31, 2009 and 2008
and for the Period June 30 December 31, 2007 (Successor)
 Balance at
    
    
    
    
    
    
    Foreign Currency
    
    
    IncreasesBeginning of
    
    
    Charged to
    
    
    Translation
    
    
    (Deductions)
    
    
    Balance at EndPeriod
    
    
    Income
    
    
    Adjustment
    
    
    From Reserves
    
    
    of Period(In millions)Year 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
    
    
    $
    47.2June 30, 2007  December 31, 2007Allowance for
doubtful
receivables(1)
    
    $
    9.6
    
    
    $
    2.6
    
    
    $
    0.4
    
    
    $
    (0.6
    )
    
    $
    12.0Valuation allowance
on deferred
taxes(2)
    
    $
    43.6
    
    
    $
    3.1
    
    
    $
    3.4
    
    
    $
    (13.9
    )
    
    $
    36.2
 
 (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. 
 CDRV INVESTORS, INC.
For the Period January 1 June 29, 2007 (Predecessor)
 Balance at
    
    
    
    
    
    
    Foreign Currency
    
    
    IncreasesBeginning of
    
    
    Charged to
    
    
    Translation
    
    
    (Deductions)
    
    
    Balance at EndPeriod
    
    
    Income
    
    
    Adjustment
    
    
    From Reserves
    
    
    of Period(In millions)January 1, 2007  June 29, 2007Allowance for
doubtful
receivables(1)
    
    $
    9.8
    
    
    $
    1.0
    
    
    $
    0.2
    
    
    $
    (1.4
    )
    
    $
    9.6Valuation allowance
on deferred
taxes(2)
    
    $
    39.5
    
    
    $
    0.1
    
    
    $
    0.8
    
    
    $
    3.2
    
    
    $
    43.6
 
 (1)
    
    Deductions from reserves indicates bad debts charged off, less recoveries.(2)
    
    Increases from reserves indicates utilization and other adjustments not charged or credited to income.  148




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##### Table of Contents



EXHIBIT INDEX
 Exhibit*Number
    
    Description of Documents10.6
    (a)
    
    Employment Letter, dated June 29, 2007, between VWR International, LLC
and Gregory L. Cowan **10.6
    (b)
    
    Amendment to Employment Letter, dated December 18, 2008, between VWR
International, LLC and Gregory L. Cowan**10.8
    (a)
    
    Employment Agreement, dated April 23, 2003, between VWR International
GmbH and Manuel Brocke-Benz**10.8
    (b)
    
    Supplement to Employment Agreement, dated April 23, 2003, between VWR
International GmbH and Manuel Brocke-Benz**10.9
    
    
    Employment Agreement, dated June 13, 2008, between VWR International,
LLC and Wu Ming Kei (a/k/a Eddy Wu)**10.12
    (e)
    
    Amendment No. 4 to said Retirement Plan**10.12
    (f)
    
    Amendment No. 5 to said Retirement Plan**10.12
    (g)
    
    Amendment No. 6 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.  149