VWR Funding, Inc. - FORM 10-Q

VWR Funding, Inc. - FORM 10-Q - August 8, 2012

Attached files

Attached files

VWR Funding, Inc. Reports

file	filename
EX-31.1 - EX-31.1 - VWR Funding, Inc.	d357842dex311.htm
EX-32.2 - EX-32.2 - VWR Funding, Inc.	d357842dex322.htm
EX-31.2 - EX-31.2 - VWR Funding, Inc.	d357842dex312.htm
EX-32.1 - EX-32.1 - VWR Funding, Inc.	d357842dex321.htm
EX-10.3 - EX-10.3 - VWR Funding, Inc.	d357842dex103.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-124100

VWR FUNDING, INC.

(Exact name of registrant as specified in its charter)

Delaware

56-2445503

(State of

incorporation)

(I.R.S. Employer

Identification No.)

100 Matsonford Road

P.O. Box 6660

Radnor, PA 19087

(Address of principal executive offices)

(610) 386-1700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of June 30, 2012, there was no established public market for the registrant’s common stock, par value $0.01 per share. The number of shares of the registrant’s common stock outstanding at August 8, 2012, was 1,000.

VWR FUNDING, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

TABLE OF CONTENTS


	Page No.
PART I — FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets June 30, 2012 and December 31, 2011		1

Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 2012 and 2011		2

Condensed Consolidated Statements of Comprehensive Income or Loss Three and Six Months Ended June 30, 2012 and 2011		3

Condensed Consolidated Statement of Stockholders’ Equity Six Months Ended June 30, 2012		4

Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2012 and 2011		5

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3. Quantitative and Qualitative Disclosures about Market Risk		36

Item 4. Controls and Procedures		36

PART II — OTHER INFORMATION:

Item 1. Legal Proceedings		37

Item 1A. Risk Factors		37

Item 6. Exhibits		38

Signature		39

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions, except share data)

(Unaudited)


	June 30, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	148.6		$	164.6
Compensating cash balance		103.8			185.4
Trade accounts receivable, less reserves of $11.8 and $10.5, respectively		602.6			556.2
Other receivables		47.4			54.5
Inventories		324.9			310.6
Other current assets		36.4			30.4

Total current assets		1,263.7			1,301.7
Property and equipment, net		224.7			210.0
Goodwill		1,799.5			1,795.1
Other intangible assets, net		1,770.2			1,815.2
Deferred income taxes		8.5			10.3
Other assets		64.6			57.4

Total assets	$	5,131.2		$	5,189.7

Liabilities, Redeemable Equity Units and Stockholders’ Equity
Current liabilities:
Current portion of debt and capital lease obligations	$	132.1		$	214.5
Accounts payable		438.4			426.1
Accrued expenses		247.5			252.6

Total current liabilities		818.0			893.2
Long-term debt and capital lease obligations		2,703.8			2,694.2
Other long-term liabilities		134.6			129.0
Deferred income taxes		459.3			458.6

Total liabilities		4,115.7			4,175.0
Redeemable equity units		60.9			53.9
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding		—			—
Additional paid-in capital		1,351.0			1,359.5
Accumulated deficit		(285.4	)		(318.5	)
Accumulated other comprehensive loss		(111.0	)		(80.2	)

Total stockholders’ equity		954.6			960.8

Total liabilities, redeemable equity units and stockholders’ equity	$	5,131.2		$	5,189.7

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net sales	$	1,022.8		$	1,042.1		$	2,056.1		$	2,033.3
Cost of goods sold		731.1			748.4			1,461.9			1,454.8

Gross profit		291.7			293.7			594.2			578.5
Selling, general and administrative expenses		228.0			229.8			459.6			449.9

Operating income		63.7			63.9			134.6			128.6
Interest income		—			0.7			1.3			1.2
Interest expense		(49.2	)		(52.6	)		(98.8	)		(100.6	)
Other income (expense), net		43.0			(14.3	)		19.9			(63.0	)

Income (loss) before income taxes		57.5			(2.3	)		57.0			(33.8	)
Income tax provision		(22.9	)		(6.3	)		(23.9	)		(1.4	)

Net income (loss)	$	34.6		$	(8.6	)	$	33.1		$	(35.2	)

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income or Loss

(In millions)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net income (loss)	$	34.6		$	(8.6	)	$	33.1		$	(35.2	)
Other comprehensive (loss) income, net of taxes:
Foreign currency translation:
Net unrealized (loss) gain arising during the period		(83.9	)		28.9			(32.3	)		119.3
Derivative instruments:
Net unrealized gain (loss) arising during the period		0.1			(0.9	)		0.1			(0.5	)
Reclassification adjustment for losses included in earnings		0.4			1.2			1.0			2.2
Defined benefit plans:
Reclassification of actuarial loss into earnings		0.2			0.2			0.4			0.2

Other comprehensive (loss) income		(83.2	)		29.4			(30.8	)		121.2

Comprehensive (loss) income	$	(48.6	)	$	20.8		$	2.3		$	86.0

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

(In millions, except share data)

(Unaudited)

Six Months Ended June 30, 2012


	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total
	Shares		Amount		Capital			Deficit			Income (Loss)			Total
Balance at December 31, 2011		1,000	$	—	$	1,359.5		$	(318.5	)	$	(80.2	)	$	960.8
Capital contributions from parent		—		—		0.2			—			—			0.2
Share-based compensation expense associated with our parent company equity plan		—		—		0.5			—			—			0.5
Reclassifications of redeemable equity units		—		—		(9.2	)		—			—			(9.2	)
Net income		—		—		—			33.1			—			33.1
Other comprehensive loss		—		—		—			—			(30.8	)		(30.8	)

Balance at June 30, 2012		1,000	$	—	$	1,351.0		$	(285.4	)	$	(111.0	)	$	954.6

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	33.1		$	(35.2	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		60.3			59.6
Net unrealized translation (gain) loss		(21.6	)		64.2
Net unrealized gain on interest rate swaps		(5.5	)		(11.0	)
Share-based compensation expense		0.5			1.8
Amortization of debt issuance costs		5.2			4.8
Deferred income tax provision (benefit)		1.1			(13.6	)
Other, net		2.5			2.7
Changes in working capital, net of business acquisitions:
Trade accounts receivable		(44.8	)		(38.4	)
Inventories		(11.4	)		(1.3	)
Other current and non-current assets		(0.7	)		(0.2	)
Accounts payable		(13.2	)		1.1
Accrued expenses and other liabilities		8.8			1.0

Net cash provided by operating activities		14.3			35.5

Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		(44.5	)		(89.0	)
Capital expenditures		(29.0	)		(16.1	)

Net cash used in investing activities		(73.5	)		(105.1	)

Cash flows from financing activities:
Proceeds from debt		202.5			328.5
Repayment of debt		(170.0	)		(266.4	)
Net change in bank overdrafts		(60.8	)		59.6
Net change in compensating cash balance		81.6			(50.3	)
Proceeds from equity incentive plans		0.2			1.7
Debt issuance costs		(5.0	)		—
Repurchase of redeemable equity units		(4.0	)		(0.5	)

Net cash provided by financing activities		44.5			72.6

Effect of exchange rate changes on cash		(1.3	)		9.5

Net (decrease) increase in cash and cash equivalents		(16.0	)		12.5
Cash and cash equivalents beginning of period		164.6			142.1

Cash and cash equivalents end of period	$	148.6		$	154.6

Supplemental disclosures of cash flow information:
Cash paid for interest	$	80.9		$	103.3
Cash paid for income taxes, net		13.4			10.0

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) Nature of Operations and Basis of Presentation

VWR Funding, Inc. (the “Company,” “we,” “us,” or “our”) offers products and services through its wholly-owned subsidiaries. We distribute laboratory supplies, including chemicals, glassware, equipment, instruments, protective clothing, production supplies and other assorted laboratory products, primarily in North America and Europe. We also provide services, including technical services, on-site storeroom services and laboratory and furniture design, supply and installation. Services comprise a relatively small portion of our net sales. Our business is diversified across products, geographic regions and customer segments.

We report financial results on the basis of the following three business segments: North American laboratory distribution (“North American Lab”), European laboratory distribution (“European Lab”) and Science Education. Both the North American Lab and European Lab segments are engaged in the distribution of laboratory and production supplies to customers in the pharmaceutical, biotechnology, medical device, chemical, technology, food processing, healthcare and consumer products industries, as well as governmental agencies, universities and research institutes and environmental organizations. Science Education is engaged in the assembly, manufacture and distribution of scientific supplies and specialized kits, principally to academic institutions, including primary and secondary schools, colleges and universities. Our operations in the Asia Pacific region (“Asia Pacific”) are engaged in regional commercial sales and also support our North American Lab, European Lab and Science Education businesses. The results of our operations in Asia Pacific, which are not material, are included in our North American Lab segment.

The Company is a direct, wholly-owned subsidiary of VWR Investors, Inc. (“VWR Investors”), which is a direct, wholly-owned subsidiary of Varietal Distribution Holdings, LLC (“Holdings”). VWR Investors and Holdings have no operations other than the ownership of the Company. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all intercompany balances and transactions and exclude the accounts of VWR Investors and Holdings.

The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the consolidated financial statements, footnotes and related disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The financial information presented herein reflects all adjustments (consisting only of normal-recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, expenses, income and loss during the reporting period. Actual results could differ significantly from those estimates.

(2) New Accounting Standards

Presentation of Comprehensive Income

In two separate updates issued in June and December of 2011, the Financial Accounting Standards Board (“FASB”) updated its guidance regarding the presentation of comprehensive income. The updated guidance requires presentation of net income, items of other comprehensive income and total comprehensive income either in one continuous statement or two separate but consecutive statements. Presentation of comprehensive income in the statement of stockholders’ equity is no longer permitted. These updates became effective for the Company beginning in the first quarter of 2012, and did not have an impact on the Company’s results of operations or financial position.

In December 2011, the requirement to present separate line items on the income statement for reclassification adjustments of the items out of accumulated other comprehensive income into net income was deferred pending additional deliberations by the FASB.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(3) Goodwill and Other Intangible Assets, net

The following table presents changes in the carrying value of goodwill by segment (in millions):


	North		European			Science
	American Lab		Lab			Education		Total
Balance at December 31, 2011	$	1,007.4	$	787.7		$	—	$	1,795.1
Acquisitions		0.3		24.1			—		24.4
Currency translation		0.2		(20.2	)		—		(20.0	)

Balance at June 30, 2012	$	1,007.9	$	791.6		$	—	$	1,799.5

The following table presents the gross amount of goodwill and accumulated impairment losses by segment (in millions):


	June 30, 2012						December 31, 2011
	Gross		Accumulated		Net		Gross		Accumulated		Net
	Carrying		Impairment		Carrying		Carrying		Impairment		Carrying
	Amount		Losses		Amount		Amount		Losses		Amount
North American Lab	$	1,103.4	$	95.5	$	1,007.9	$	1,102.9	$	95.5	$	1,007.4
European Lab		791.6		—		791.6		787.7		—		787.7
Science Education		99.8		99.8		—		99.8		99.8		—

Total goodwill	$	1,994.8	$	195.3	$	1,799.5	$	1,990.4	$	195.3	$	1,795.1

The following table presents the components of other intangible assets (in millions):


	June 30, 2012						December 31, 2011
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships:
North American Lab	$	813.6	$	195.7	$	617.9	$	813.2	$	173.9	$	639.3
European Lab		468.8		117.3		351.5		469.0		107.3		361.7
Science Education		131.0		32.8		98.2		131.0		29.5		101.5
Chemical supply agreement		50.3		36.0		14.3		51.7		33.2		18.5
Other		30.3		12.2		18.1		27.9		10.5		17.4

Total amortizable intangible assets		1,494.0		394.0		1,100.0		1,492.8		354.4		1,138.4
Indefinite-lived intangible assets:
Trademarks and tradenames		670.2		—		670.2		676.8		—		676.8

Total other intangible assets	$	2,164.2	$	394.0	$	1,770.2	$	2,169.6	$	354.4	$	1,815.2

The following table presents amortization expense for each of the reporting periods (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Amortization expense	$	22.1	$	22.1	$	44.2	$	43.4

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(4) Acquisitions

Our results of operations include the effects of certain business acquisitions (collectively, the “Acquisitions”) noted below:

•

On February 1, 2011, we acquired AMRESCO Inc. (“AMRESCO”), a domestic supplier and manufacturer of high quality biochemicals and reagents for molecular biology, life sciences, proteomics, diagnostics, molecular diagnostics and histology areas of research and production.

•

On March 31, 2011, we acquired Alfalab Hurtownia Chemiczna Sp. z o.o (“Alfalab”), a scientific laboratory supply distributor operating in Poland.

•

On May 2, 2011, we acquired Trenka Industriebedarf Handelsgesellschaft m.b.H. (“Trenka”), a distributor of industrial clothing, testing equipment and personal protection equipment in Austria.

•

On June 1, 2011, we acquired BioExpress Corp. (“BioExpress”), a domestic distributor of laboratory supplies in the education, biotechnology and government market segments.

•

On August 1, 2011, we acquired Anachemia Canada Inc. and its affiliates (“Anachemia”). Anachemia, based in Montreal, Canada, manufactures certain chemicals and materials and distributes chemicals, laboratory supplies and equipment in Canada, the United States, South America and Mexico.

•

On September 1, 2011, we acquired LabPartner (Shanghai) Co., Ltd. (“LabPartner”). LabPartner is based in Shanghai, China and provides lab equipment, reagents, consumables and services for research and development.

•

On September 1, 2011, we acquired INTERNATIONAL P.B.I. S.p.A. (“PBI”), a leading distributor of laboratory equipment and products in Italy.

•

On April 2, 2012, we acquired VITRUM Praha, spol. s.r.o. and VITRUM Roznov s.r.o. (collectively, “VITRUM”), distributors of scientific laboratory supplies in the Czech Republic.

•

On June 1, 2012, we acquired basan Germany GmbH, including its subsidiaries with operations in Germany, The Netherlands, France, Italy, Singapore and Malaysia (collectively, “basan”). basan is a distributor of products and related services for cleanrooms in Europe and southeast Asia.

The Acquisitions were funded through a combination of cash and cash equivalents on hand and incremental borrowings under the Company’s credit facilities. The results of AMRESCO, BioExpress, Anachemia and LabPartner have been included in our North American Lab segment and the results of Alfalab, Trenka, PBI and VITRUM have been included in our European Lab segment, each from their respective dates of acquisition. The results of basan from its date of acquisition have been included in our European Lab segment, except for basan’s operations in southeast Asia, which are included in our North American Lab segment.

None of the Acquisitions had an individually material impact on our financial statements. The aggregate purchase price for the Acquisitions was approximately $215.7 million. In the aggregate, the assets acquired and liabilities assumed in the Acquisitions were comprised of $37.9 million of net tangible assets, $83.8 million of intangible assets, and a residual amount of $94.0 million allocated to goodwill. The purchase price allocations for the acquisitions of Anachemia, LabPartner, PBI, VITRUM and basan are preliminary and may be adjusted subsequently.

The following unaudited supplemental pro-forma financial information presents a summary of the consolidated results of operations of the Company as if the Acquisitions had occurred as of January 1, 2011 (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net sales	$	1,030.9	$	1,091.4	$	2,080.3	$	2,142.1
Income (loss) before income taxes		58.3		0.6		59.2		(27.4	)

These pro-forma results have been prepared for comparative purposes only. These results do not purport to be indicative of the results of operations which actually would have resulted had the Acquisitions occurred on January 1, 2011, or of the future results of operations of the Company.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(5) Debt

Our debt consists of term loans and a multi-currency revolving loan facility under a senior secured credit facility (the “Senior Secured Credit Facility”), 10.25% unsecured senior notes due 2015 (the “Senior Notes”), 10.75% unsecured senior subordinated notes due 2017 (the “Senior Subordinated Notes”), an accounts receivable securitization facility due 2014 (the “A/R Facility”), compensating cash balance, capital lease obligations, 8% unsecured senior subordinated notes due 2014 (the “Predecessor Senior Subordinated Notes”) and other debt.

The following table presents the carrying value of our debt obligations (in millions):


	June 30,			December 31,
	2012			2011
Senior Secured Credit Facility	$	1,340.2		$	1,367.7
Senior Notes		713.0			713.0
Senior Subordinated Notes		518.4			522.9
A/R Facility		141.0			101.0
Compensating cash balance		103.8			185.4
Capital lease obligations		18.5			17.2
Predecessor Senior Subordinated Notes		1.0			1.0
Other debt		—			0.5

Total debt		2,835.9			2,908.7
Less current portion		(132.1	)		(214.5	)

Long term-portion	$	2,703.8		$	2,694.2

(a) Senior Secured Credit Facility

Our Senior Secured Credit Facility is with a syndicate of lenders and provides for aggregate maximum borrowings consisting of (1) term loans denominated in Euros in an aggregate principal amount currently outstanding of €582.0 million ($732.7 million on a U.S. dollar equivalent basis as of June 30, 2012), (2) term loans denominated in U.S. dollars in an aggregate principal amount currently outstanding of $596.6 million and (3) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $241.3 million in multi-currency revolving loans (inclusive of swingline loans of up to $25.0 million and letters of credit of up to $70.0 million).

On June 4, 2012, we completed an amendment of our Senior Secured Credit Facility (the “Amendment”). The Amendment extended €481.2 million of our Euro term loan facility (the “Extended Euro Term Loans”) and $243.6 million of our U.S. dollar term loan facility (the “Extended Dollar Term Loans” and together with the Extended Euro Term Loans, the “Extended Term Loans”). In addition, the Amendment extended $241.3 million of our existing $250.0 million revolving credit commitments (the “Extended Revolving Commitments”). Subsequently in June 2012, the non-extended portion of our revolving credit commitments, which was scheduled to mature on June 29, 2013, was terminated.

Fees paid to lenders and third parties in connection with the Amendment of approximately $5.0 million were deferred and will be recognized as expense in part over the original term of maturity and in part over the extended terms of maturity. Third party fees and fees paid to lenders of approximately $0.7 million were expensed as incurred during the second quarter of 2012.

As of June 30, 2012, an aggregate U.S. dollar equivalent of $10.9 million was outstanding under the multi-currency revolving loan facility, consisting of revolving loans denominated in British pounds sterling of £7.0 million. In addition, we had $2.8 million of undrawn letters of credit outstanding. As of June 30, 2012, we had $227.6 million of available borrowing capacity under the multi-currency revolving loan facility.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Maturity; Prepayments

The non-extended portion of our term loans will mature on June 29, 2014, and the Extended Term Loans will mature the earlier of (1) April 3, 2017 or (2) ninety-one days prior to the maturity date of the Senior Notes (the “Senior Notes Maturity Date”) (i.e. April 15, 2015), if the aggregate principal amount of Senior Notes outstanding on that date exceeds $100 million.

The Extended Revolving Commitments will mature and lending commitments thereunder will terminate on the earlier of (1) April 3, 2016, (2) the date that is ninety-one days prior to the non-extended term loan maturity date (i.e. March 30, 2014) if the aggregate principal amount of the non-extended term loans outstanding on that date exceeds $100 million, or (3) the date that is ninety-one days prior to the Senior Notes Maturity Date (i.e. April 15, 2015) if the aggregate principal amount of Senior Notes outstanding on that date exceeds $100 million.

Subject to any mandatory or optional prepayments, the principal amounts of the term loans require quarterly payments which commenced on September 30, 2009, equal to 0.25% of their respective original principal amounts drawn, with the final payment due at maturity. A pre-payment premium equal to 1% of the principal amount of Extended Term Loans being prepaid will be imposed upon any prepayment of Extended Term Loans if such prepayment is made in connection with the incurrence of any new long-term financing incurred primarily for the purpose of repaying or refinancing the Extended Term Loans prior to the first anniversary of the Amendment (i.e. June 4, 2013).

Security; Guarantees

The obligations under the Senior Secured Credit Facility are guaranteed by VWR Investors, the Company and each of the Company’s wholly owned U.S. subsidiaries other than its U.S. foreign subsidiary holding companies (collectively, the “Subsidiary Guarantors”). In addition, the Senior Secured Credit Facility and the guarantees thereunder are secured by (1) security interests in and pledges of or liens on substantially all of the tangible and intangible assets of VWR Investors, the Company and the Subsidiary Guarantors and (2) pledges of 100% of the capital stock of each of the Subsidiary Guarantors and 65% of the capital stock of each of its U.S. foreign subsidiary holding companies.

Interest

At our election, the interest rates on all U.S. dollar loans, other than swingline loans, may generally be based on either (1) the then applicable British Bankers Association London Interbank Offered Rate (commonly known as U.S. Libor) plus a variable margin, or (2) the then applicable alternate base rate (defined as the greater of the U.S. Prime lending rate or the Federal Funds effective rate plus 0.5%) plus a variable margin. Swingline loans will be denominated only in U.S. dollars and based on the alternate base rate plus a variable margin. All loans denominated in Euros will generally be based on the then applicable interest rate determined by the Banking Federation of the European Union (commonly known as the Euribor rate) plus a variable margin. All loans denominated in currencies other than U.S. dollars and Euros will generally be based on the then applicable London Interbank Offered Rate for each respective loan and currency of denomination plus a variable margin. Pricing on the Company’s Extended Revolving Commitments is subject to reductions upon achievement of certain financial ratios.

As of June 30, 2012, the weighted average interest rates on the U.S. dollar-denominated and Euro-denominated term loans were 3.46% and 4.47%, respectively, and the weighted average interest rate under the multi-currency revolving loan facility was 4.37%. As of June 30, 2012, the weighted average interest rates include a variable margin of 2.50% for the non-extended term loans, 4.25% for the Extended Dollar Term Loans, 4.50% for the Extended Euro Term Loans and 3.75% on loans outstanding under the Extended Revolving Commitments. See Note 10(c) for information on our interest rate swap arrangements.

Fees

The Company pays quarterly fees with respect to the Senior Secured Credit Facility, including (1) a commitment fee equal to 0.375% per year on the unused portion of the multi-currency revolving loan facility (subject to two step downs if certain net leverage ratios are met), (2) letter of credit fees consisting of a participation fee (equal to the then applicable Euro dollar variable margin on the multi-currency revolving loan facility times any outstanding letters of credit), (3) a fronting fee (equal to 0.125% on the outstanding undrawn letters of credit paid to the issuing bank) and (4) administrative fees.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Covenants

Subject to the Company’s continued compliance with its covenants, the Company may request additional tranches of term loans or increases in the amount of commitments under the Senior Secured Credit Facility. The actual extension of any such incremental term loans or increases in commitments would be subject to the Company and its lenders reaching agreement on applicable terms and conditions, which may depend on market conditions at the time of any request. The Company may add incremental term loan facilities and revolving loan commitments in an aggregate amount not to exceed (1) revolving commitments in the amount of non-extended revolving commitments once such non-extended revolving commitments have been (or are concurrently) terminated, plus (2) term loan facilities in the amount of non-extended term loans to the extent such non-extended term loans have been (or are concurrently) terminated, plus (3) the lesser of (x) $300.0 million or (y) the maximum amount at such time that could be incurred without causing the Total Net Leverage Ratio (as defined) to exceed 9.50:1.00 on a pro forma basis as of the last day of the most recent determination period, in each case, subject to certain other restrictions contained in the Amendment.

(b) Senior Notes and Senior Subordinated Notes

The Senior Notes, which amount to $713.0 million as of June 30, 2012, will mature on July 15, 2015. Interest on the Senior Notes is payable twice a year on January 15 and July 15 at a rate of 10.25% per annum.

The Senior Subordinated Notes are denominated in Euros in an aggregate principal amount currently outstanding of €126.9 million ($159.7 million on a U.S. dollar equivalent basis as of June 30, 2012) and in U.S. dollars in an aggregate principal amount currently outstanding of $358.7 million. The Senior Subordinated Notes will mature on June 30, 2017. Interest on the Senior Subordinated Notes is payable quarterly on March 31, June 30, September 30 and December 31 of each year at a rate of 10.75% per annum.

The indentures governing the Senior Notes and Senior Subordinated Notes contain covenants that, among other things, limit the Company’s ability and that of its restricted subsidiaries to make restricted payments, pay dividends, incur or create additional indebtedness, issue certain types of common and preferred stock, make certain dispositions outside the ordinary course of business, execute certain affiliate transactions, create liens on assets of the Company and restricted subsidiaries, and materially change our lines of business. As of June 30, 2012, the Company was in compliance with the indentures and related requirements governing the Senior Notes and Senior Subordinated Notes.

(c) A/R Facility

The A/R Facility provides for funding in an aggregate principal amount not to exceed $200.0 million and will terminate on November 4, 2014. The A/R Facility involves certain of our domestic wholly-owned subsidiaries (the “Originators”) selling on an on-going basis all of their trade accounts receivable, together with all related security and interests in the proceeds thereof, without recourse, to a wholly owned, bankruptcy-remote, subsidiary of VWR International, LLC (“VWR”), VWR Receivables Funding, LLC (“VRF”) in exchange for a combination of cash and subordinated notes issued by VRF to the Originators. VRF, in turn, has the ability to sell undivided ownership interests in the accounts receivable, together with customary related security and interests in the proceeds thereof, to certain commercial paper conduit purchasers and/or financial institutions (the “A/R Purchasers”) in exchange for cash proceeds or letters of credit. The receivables sold to VRF are available first and foremost to satisfy claims of the creditors of VRF and are not available to satisfy the claims of creditors of the Originators or the Company.

Proceeds from the sale of undivided ownership interests in qualifying receivables under the A/R Facility have been reflected as long-term debt on our consolidated balance sheet. VWR will remain responsible for servicing the receivables sold to third-party entities and financial institutions and will pay certain fees related to the sale of receivables under the A/R Facility.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

As of June 30, 2012, $141.0 million was outstanding under the A/R Facility, we had $11.0 million of undrawn letters of credit outstanding, and we had $17.8 million of available borrowing capacity. Availability of funding under the A/R Facility depends primarily upon maintaining sufficient eligible trade accounts receivable. As of June 30, 2012, the interest rate applicable to borrowings outstanding under the A/R Facility was 1.79%.

The A/R Facility includes representations and covenants that we consider usual and customary for arrangements of this type and includes a consolidated interest expense test if the Company’s available liquidity is less than $125.0 million. In addition, borrowings under the A/R Facility are subject to termination upon the occurrence of certain termination events that we also consider usual and customary. As of June 30, 2012, the Company was in compliance with the covenants under the A/R Facility.

(d) Compensating Cash Balance

Our foreign subsidiaries obtain their liquidity from our notional and physical global cash pooling arrangements or from formal or informal lines of credit offered by local banks. Our compensating cash balance represents bank overdraft positions of subsidiaries participating in our notional global cash pooling arrangement with a third-party bank. Due to the nature of these overdrafts, all amounts have been classified within the current portion of debt at each period end. As of June 30, 2012, our compensating cash balance was $103.8 million.

The borrowings drawn by our foreign subsidiaries from local banks are limited in the aggregate by certain covenants contained within the Senior Secured Credit Facility and the indentures governing the Senior Notes and Senior Subordinated Notes. The borrowings available to our foreign subsidiaries under our global cash pooling arrangement are limited in the aggregate by the amount of compensating cash balances supporting the global cash pooling arrangement.

(6) Other Income (Expense), net

The following table presents the components of other income (expense), net (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Foreign currency exchange gains (losses), net	$	43.7		$	(14.3	)	$	20.6		$	(63.0	)
Other		(0.7	)		—			(0.7	)		—

	$	43.0		$	(14.3	)	$	19.9		$	(63.0	)

We have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. The translation of foreign-denominated debt obligations on our U.S. dollar-denominated balance sheet is reported in other income (expense), net, as foreign currency exchange gains or losses each period. Such gains or losses are substantially unrealized and related to the weakening or strengthening of the Euro against the U.S. dollar, respectively. As a result, our operating results are exposed to fluctuations in foreign currency exchange rates, principally with respect to the Euro.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(7) Benefit Plans

The Company sponsors various retirement and other benefit plans. Our significant benefit plans include a defined benefit plan in the United States (the “U.S. Retirement Plan”) and defined benefit plans in Germany, France and the UK (the “German, French and UK Plans”). The Company also sponsors certain other benefit plans applicable to both our U.S. and non-U.S. employees.

The following table presents the components of net periodic pension income for the U.S. Retirement Plan (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	0.2		$	0.1		$	0.4		$	0.3
Interest cost		2.2			2.4			4.4			4.8
Expected return on plan assets		(3.6	)		(3.0	)		(7.2	)		(6.1	)
Recognized net actuarial gain		—			(0.1	)		—			(0.2	)

Net periodic pension income	$	(1.2	)	$	(0.6	)	$	(2.4	)	$	(1.2	)

The following table presents the components of net periodic pension cost for the German, French and UK Plans (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	0.5		$	0.6		$	1.0		$	1.2
Interest cost		1.5			1.6			3.0			3.1
Expected return on plan assets		(1.0	)		(1.1	)		(2.0	)		(2.2	)
Recognized net actuarial loss		0.2			0.2			0.5			0.3

Net periodic pension cost	$	1.2		$	1.3		$	2.5		$	2.4

The Company made no contributions to the U.S. Retirement Plan during the six months ended June 30, 2012, and expects to make no contributions during the remainder of 2012. The Company made aggregate contributions to the German, French and UK Plans of $0.5 million during the six months ended June 30, 2012, and expects to make additional contributions of $0.5 million during the remainder of 2012.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(8) Share-Based Compensation

Holdings established the 2007 Securities Purchase Plan (the “Holdings Equity Plan”) pursuant to which members of management (“Management Investors”), members of the Board of Directors and certain consultants may be provided the opportunity to purchase or receive grants of equity units of Holdings. To date, the equity units issued by Holdings have consisted of vested Class A Preferred Units (“Preferred Units”), vested Class A Common Units (“Common Units”), unvested Class A Common Units (“Founders Units”) and unvested Class B Common Units (“Incentive Units”). The proceeds of these issuances, if any, have ultimately been contributed to the Company as additional capital contributions.

The Preferred Units, which are fully vested upon issuance, are non-voting units that accrue a yield at a rate of 8% per annum on a daily basis, compounded quarterly, on the amount of unreturned capital with respect to such Preferred Units. The Common Units, which are fully vested upon issuance, each are entitled to one vote for all matters to be voted on by holders of equity units. The Common Units are subordinate to the Preferred Units, including with respect to the unreturned capital and unpaid yield on the Preferred Units. The terms of the Founders Units are the same as the Common Units except that they are subject to vesting pro rata on a daily basis during the four-year service period following issuance, subject to accelerated vesting upon the occurrence of certain events. Founders Units are owned upon issuance. Unvested Founders Units are subject to repurchase at the lower of original cost or fair market value.

The equity units purchased by the Management Investors had a fair value, for accounting purposes, in excess of the original cost paid to purchase such units. The excess was attributed to the Founders Units. As Founders Units contain a vesting requirement predicated upon an employee’s future service with the Company, the excess is recognized as compensation expense over the applicable four-year vesting period.

On March 30, 2012, Holdings entered into agreements to grant Incentive Units to certain of the Company’s Management Investors. The Incentive Units represent a right to a fractional portion of the profits and distributions of Holdings in excess of a “participation threshold” that is set at the value of a common unit of Holdings on the date of grant calculated, in accordance with the provisions of the Holdings’ Securityholders Agreement, subject to certain adjustments.

The number of Incentive Units that vest will depend on the achievement by the Company of a specified Adjusted EBITDA Amount (as defined in the Holdings Equity Plan) in any year over a three-year period. The Holdings Equity Plan provides for 60% vesting upon achievement of a minimum amount of Adjusted EBITDA and 100% vesting upon achievement of a maximum amount of Adjusted EBITDA, with straight-line vesting between these measuring points, subject to the employee’s continued employment by Holdings, the Company or any of their respective subsidiaries. The Incentive Units will automatically vest upon a sale of the Company, as defined in the underlying grant agreement.

If the employee ceases to be employed by Holdings, the Company or any of their respective subsidiaries for any reason, all unvested Incentive Units will be automatically forfeited and all vested Incentive Units are subject to repurchase at the option of Holdings and its coinvestors. The repurchase price per vested Incentive Unit will be the fair market value (as defined in the underlying grant agreements) of such unit as of the date of the sending of written notice of the repurchase to the employee; provided that if the employee’s employment is terminated for cause, then each vested Incentive Unit will be automatically forfeited.

The grant date fair value of each Incentive Unit was estimated using an option valuation model and assumes the performance target will be achieved. The inputs for expected term, volatility and risk-free rate used in estimating the fair value of Incentive Units were three years, 43% and 0.51%, respectively, and the model also incorporated an assumption of a 28% discount for lack of marketability. The aggregate grant date fair value of the Incentive Units was estimated to be $0.2 million for which the portion that is probable of achievement is expected to be recognized over a period of three years.

The following table presents share-based compensation expense associated with the Holdings Equity Plan (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Share-based compensation expense	$	0.2	$	0.9	$	0.5	$	1.8

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

The equity units purchased by Management Investors are subject to a repurchase obligation as a result of a put option that is outside of our control. We therefore classify these equity units outside of permanent equity on our condensed consolidated balance sheet with a carrying value that reflects the aggregate amount that would be paid to Management Investors for the equity units pursuant to the put option as of the balance sheet date. The Incentive Units are not subject to a repurchase obligation that is outside of our control and, accordingly, are classified within permanent equity.

The following table presents changes in the carrying value of redeemable equity units (in millions):


Balance at December 31, 2011	$	53.9
Reclassifications from permanent equity, net		9.2
Reclassifications to accrued expenses upon notification of redemption		(2.2	)

Balance at June 30, 2012	$	60.9

(9) Income Taxes

(a) Income Tax Provision

The following table presents income (loss) before income taxes and income tax provision for each of the reporting periods (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Income (loss) before income taxes	$	57.5		$	(2.3	)	$	57.0		$	(33.8	)
Income tax provision		(22.9	)		(6.3	)		(23.9	)		(1.4	)

The tax provisions recognized during the three and six months ended June 30, 2012 are primarily the result of taxes on operating profits in our foreign operations and net exchange gains recognized in our domestic operations. The tax provisions recognized during the three and six months ended June 30, 2011, are comprised of provisions for operating profits of our foreign operations, offset by benefits from domestic operating losses, including the recognition of interest expense and net exchange losses.

Our tax benefits or provisions can change significantly due to the volatility of our net exchange gains and losses in our operating results.

(b) Uncertain Tax Positions

We conduct business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities mainly throughout North America and Europe, including jurisdictions in which we have significant operations such as Germany, France, the UK, Belgium, Sweden and the U.S. We have concluded all U.S. federal income tax matters for years through 2005. Substantially all income tax matters in the major foreign jurisdictions that we operate have been concluded for years through 2005. Substantially all U.S. state and local income tax matters have been finalized through 2007.

During the six months ended June 30, 2012, the Company’s reserve for unrecognized tax benefits increased by $7.7 million primarily as a result of tax positions we expect to take across various jurisdictions in 2012. During the six months ended June 30, 2011, the Company withdrew a foreign tax refund claim, which resulted in a reduction of this reserve of $1.2 million.

While it is reasonably possible that the amount of unrecognized tax benefits ($38.8 million as of June 30, 2012) will change in the next twelve months, management does not expect the change to have a significant impact on the results of operations or the financial position of the Company.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(10) Financial Instruments and Fair Value Measurements

Our financial instruments consist primarily of cash and cash equivalents, compensating cash balance, trade accounts receivable, accounts payable, debt, foreign currency forward contracts, interest rate swaps and investments held by certain pension plans we sponsor.

Our financial instruments, other than our trade accounts receivable and accounts payable, are spread across a number of large financial institutions whose credit ratings we monitor and believe do not currently carry a material risk of non-performance. Certain of our financial instruments, including our interest rate swap arrangements and foreign currency forward contracts, contain off-balance-sheet risk.

(a) Recurring Fair Value Measurements

Fair value is defined as an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as shown below. An instrument’s classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

•

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)

The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, compensating cash balance, trade accounts receivable, accounts payable and current portion of debt approximate fair value due to the short-term nature of these instruments. Accordingly, these items have been excluded from the table below.

The following tables present information about the Company’s material other financial assets and liabilities measured at fair value on a recurring basis (in millions):


	June 30, 2012
	Total		Level 1		Level 2		Level 3
Liabilities
Interest rate swap arrangements	$	6.8	$	—	$	6.8	$	—

	December 31, 2011
	Total		Level 1		Level 2		Level 3
Liabilities
Interest rate swap arrangements	$	12.3	$	—	$	12.3	$	—

We determine the fair value of our interest rate swap arrangements using a discounted cash flow model based on the contractual terms of the instrument and using observable inputs such as interest rates, counterparty credit spread and our own credit spread. The discounted cash flow model does not involve significant management judgment and does not incorporate significant unobservable inputs. Accordingly, we classify our interest rate swap valuations within Level 2 of the valuation hierarchy.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(b) Debt Instruments

The following table presents the carrying amounts and estimated fair values of our primary debt instruments (in millions):


	June 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Secured Credit Facility	$	1,340.2	$	1,314.3	$	1,367.7	$	1,293.8
Senior Notes		713.0		730.8		713.0		736.1
Senior Subordinated Notes		518.4		500.3		522.9		513.6

	$	2,571.6	$	2,545.4	$	2,603.6	$	2,543.5

The fair values of our debt instruments are based on estimates using quoted market prices and standard pricing models that take into account the present value of future cash flows as of the respective balance sheet date. We believe that these qualify as Level 2 measurements, except for our publicly-traded Senior Notes which we believe qualify as a Level 1 measurement.

(c) Derivative Instruments and Hedging Activities

Interest Rate Swap Arrangements

Borrowings under our Senior Secured Credit Facility bear interest at variable rates while our Senior Notes and Senior Subordinated Notes bear interest at fixed rates. The Company manages its exposure to changes in market interest rates by entering into interest rate swaps. The Company is currently party to two interest rate swaps which are not currently designated as hedging instruments. Changes in the fair value of the swaps are recognized as a component of interest expense.

As of June 30, 2012, our interest rate swap arrangements effectively convert $160.0 million of variable rate U.S. dollar-denominated debt and €110.0 million ($138.5 million on a U.S. dollar equivalent basis as of June 30, 2012) of variable rate Euro-denominated debt to fixed rates of interest. Our interest rate swap arrangements mature on December 31, 2012. The counterparty to our interest rate swap arrangements is a major financial institution. The Company monitors its asset or liability position under the interest rate swap arrangements and the credit ratings of the counterparty in an effort to understand and evaluate the risk of non-performance by the counterparty.

Foreign Currency Forward Contracts

We regularly enter into foreign currency forward contracts to mitigate the risk of changes in foreign currency exchange rates primarily associated with the purchase of inventory from foreign vendors or for payments between our subsidiaries generally within the next twelve months or less. Gains and losses on the foreign currency forward contracts generally offset certain portions of gains and losses on expected commitments. To the extent these foreign currency forward contracts are considered effective hedges, gains and losses on these positions are deferred and recorded in accumulated other comprehensive income or loss and are recognized in the results of operations when the hedged item affects earnings.

The notional value of our outstanding foreign currency forward contracts was $96.6 million, and the fair value of the contracts was immaterial, as of June 30, 2012.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Tabular Disclosures

The following table presents the balance sheet classification and fair value of our material derivative instruments on a gross basis (in millions):

Liability Derivatives

June 30, 2012

December 31, 2011

Balance Sheet

Fair

Balance Sheet

Fair

Classification

Value

Classification

Value

Derivatives not designated as hedging instruments

Interest rate swap arrangements

Accrued expenses

6.8

Accrued expenses

12.3

The following table presents the amount and classification of gains or losses recognized for our derivative instruments within our statements of operations for each of the reporting periods (in millions):


	Gain (Loss) Recognized in Earnings
			Three Months Ended						Six Months Ended
	Classification in		June 30,						June 30,
	Statements of Operations		2012			2011			2012			2011
Derivatives not designated as hedging instruments
Interest rate swap arrangements — realized		Interest expense	$	(3.5	)	$	(7.3	)	$	(7.0	)	$	(14.4	)
Interest rate swap arrangements — unrealized		Interest expense		3.4			4.0			5.5			11.0

Total			$	(0.1	)	$	(3.3	)	$	(1.5	)	$	(3.4	)

(11) Comprehensive Income or Loss

The following table presents the income tax effects of the components of comprehensive income or loss (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Derivative instruments:
(Provision) benefit arising during the period	$	(0.1	)	$	0.6		$	(0.1	)	$	0.4
Reclassification of benefit into earnings		(0.2	)		(0.8	)		(0.6	)		(1.4	)
Defined benefit plans:
Reclassification of benefit into earnings		—			(0.1	)		(0.1	)		(0.1	)

The following table presents changes in the components of accumulated other comprehensive income or loss, net of tax (in millions):


										Accumulated
	Foreign									Other
	Currency			Derivative			Defined			Comprehensive
	Translation			Instruments			Benefit Plans			Income (Loss)
Balance at December 31, 2011	$	(62.6	)	$	(5.2	)	$	(12.4	)	$	(80.2	)
Net unrealized (loss) gain arising during the period		(32.3	)		0.1			—			(32.2	)
Reclassification of loss into earnings		—			1.0			0.4			1.4

Balance at June 30, 2012	$	(94.9	)	$	(4.1	)	$	(12.0	)	$	(111.0	)

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(12) Commitments and Contingencies

(a) Contingencies

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we source from various manufacturers or produce ourselves, as well as from the services we provide. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing activities and sales of private label products and to the extent that we consummate additional acquisitions that vertically integrate portions of our business. We maintain insurance policies, including product liability insurance, and in many cases the manufacturers of the products we distribute have indemnified us against such claims. We cannot assure you that our insurance coverage or indemnification agreements with manufacturers will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our manufacturers and our manufacturers’ insurers, as well as legal enforcement under the local laws governing the arrangements. In particular, as we seek to expand our sourcing from manufacturers in Asia Pacific and other developing locations, we expect that we will increase our exposure to potential defaults under the related indemnification arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability or patent infringement in these developing markets may not be readily available for purchase or cost-effective for us to purchase. Furthermore, insurance for liability relating to asbestos, lead and silica exposure is not available, and we do not maintain insurance for product recalls. Accordingly, we could be subject to uninsured and unindemnified future liabilities, and an unfavorable result in a case for which adequate insurance or indemnification is not available could result in a material adverse effect on our business, financial condition and results of operations.

During 2005, the German Federal Cartel Office (“GFCO”) initiated an investigation with regard to our European Distribution Agreement with Merck KGaA. The purpose of the investigation is to determine whether this agreement violates or otherwise infringes the general prohibition of anti-competitive agreements under either German or EU rules. We submitted information to the GFCO in response to its initial request. During 2007, the GFCO requested additional information, which we provided. In December 2007, Merck KGaA received a letter from the GFCO, which asserted that the aforementioned agreement is contrary to applicable competition regulations in Germany. In February 2008, we submitted a response to the GFCO. In June 2008, the GFCO requested additional information, which we provided. In May 2009, we and Merck KGaA received a letter from the GFCO, which again asserted that the aforementioned agreement is contrary to applicable competitive regulations in Germany. Following our response to these assertions, in July 2009, the GFCO issued its formal decision that the exclusivity and non-competition provisions of the agreement violate certain provisions of German and EU law and ordered Merck KGaA to either supply chemical products to other distributors in Germany, in addition to us, on non-discriminatory terms or to supply chemical products directly to end customers in Germany without involving any distributors. Merck KGaA and we filed formal appeals of this decision and the competent German appellate court temporarily suspended enforcement of the GFCO’s order. In December 2009, the German appellate court granted partial injunctive relief, but lifted the suspension with respect to a majority of the products covered by the European Distribution Agreement. Following this decision, we and Merck KGaA entered into a separate agreement for the distribution of those products in Germany. The terms of this non-exclusive distribution agreement are also available to other distributors in Germany. In February 2010, the GFCO indicated that it had opened a new investigation with regard to the European Distribution Agreement. In May 2011, the GFCO issued its decision ordering Merck KGaA to amend the schedule of rebates offered to us and other German distributors under the German Distribution Agreement. Merck KGaA appealed this decision to the competent German appellate court, and in December 2011, Merck KGaA’s appeal was denied. In February 2012, Merck KGaA appealed this decision to the German Federal Court of Justice. At June 30, 2012, the balance of the net amortizable intangible asset related to the entire geographic scope of our European Distribution Agreement with Merck KGaA was $14.3 million. The outcome of the appeal of the GFCO’s initial decision or any subsequent investigation is uncertain. We do not believe an adverse ruling in either case would result in a material adverse effect on our business, financial condition or results of operations.

We are also involved in various legal and regulatory cases, claims, assessments and inquiries, which are considered routine to our business and which include being named from time to time as a defendant in cases as a result of our distribution of laboratory supplies, including litigation resulting from the alleged prior distribution of products containing asbestos by certain of our predecessors or acquired companies. While the impact of this litigation has historically been immaterial and we believe the range of reasonably possible loss from current matters continues to be immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(b) Employment Agreements

John M. Ballbach and the Board of Directors (the “Board”) of the Company have agreed that effective July 25, 2012, Mr. Ballbach would no longer be serving as Chairman, President and Chief Executive Officer of the Company or as a member of the Board. In connection with Mr. Ballbach’s departure, the Company and Mr. Ballbach entered into a General Release (the “Release Agreement”). Pursuant to the Release Agreement, Mr. Ballbach will receive (1) cash severance payments in the amount of $5.2 million, payable in equal installments over 12 months and (2) payment of continued health benefits for a period of 18 months, in exchange for a general release of all claims, including all obligations under his employment agreement, to the Company and for agreeing to provide consulting services to the Company for six months. In accordance with the Holdings Equity Plan, the Company expects to exercise its option to repurchase all equity interests held by Mr. Ballbach during the second half of 2012, for an aggregate purchase price of $9.1 million.

Effective July 25, 2012, the Board appointed Harry M. Jansen Kraemer, Jr. as Chairman of the Board, and further appointed Manuel Brocke-Benz, the Company’s current Senior Vice President and Managing Director of Europe, Lab and Distribution Services, to serve as the Company’s interim Chief Executive Officer.

(13) Segment Financial Information

We report financial results on the basis of the following three business segments: North American Lab, European Lab and Science Education. The Company’s segments have been identified giving consideration to both geographic areas and the nature of products among businesses within its geographic areas.

The following tables present selected segment financial information (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net sales:
North American Lab	$	599.6		$	600.4		$	1,197.5		$	1,169.1
European Lab		396.3			416.0			810.0			816.1
Science Education		26.9			25.7			48.6			48.1

Total	$	1,022.8		$	1,042.1		$	2,056.1		$	2,033.3

Operating income (loss):
North American Lab	$	35.4		$	37.7		$	72.3		$	73.4
European Lab		29.2			29.6			67.8			63.0
Science Education		(0.9	)		(3.4	)		(5.5	)		(7.8	)

Total		63.7			63.9			134.6			128.6
Interest income		—			0.7			1.3			1.2
Interest expense		(49.2	)		(52.6	)		(98.8	)		(100.6	)
Other income (expense), net		43.0			(14.3	)		19.9			(63.0	)

Income (loss) before income taxes	$	57.5		$	(2.3	)	$	57.0		$	(33.8	)

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

(14) Condensed Consolidating Financial Information

The following tables set forth the condensed consolidating financial statements of the Company. These financial statements are included as a result of the guarantee arrangements relating to our Senior Notes. The Senior Notes are jointly and severally guaranteed on an unsecured basis by each of the Company’s wholly owned U.S. subsidiaries other than its U.S. foreign subsidiary holding companies. The guarantees are full and unconditional and each of the Subsidiary Guarantors is wholly owned, directly or indirectly, by the Company. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Company’s condensed consolidated financial statements.

The following condensed consolidating financial statements present balance sheets, statements of comprehensive income or loss and statements of cash flows of (1) the Company (“Parent”), (2) the Subsidiary Guarantors, (3) subsidiaries of the Company that are not guarantors (the “Non-Guarantor Subsidiaries”), (4) elimination entries necessary to consolidate the Company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries and (5) the Company on a consolidated basis. The eliminating adjustments primarily reflect inter-company transactions, such as accounts receivable and payable, advances, royalties and profit in inventory eliminations. We have not presented separate notes and other disclosures concerning the Subsidiary Guarantors as we have determined that any material information that would be disclosed in such notes is available in the notes to the Company’s condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

June 30, 2012

(in millions)


			Subsidiary		Non-Guarantor					Total
	Parent		Guarantors		Subsidiaries		Eliminations			Company
Assets
Current assets:
Cash and cash equivalents	$	1.4	$	21.9	$	125.3	$	—		$	148.6
Compensating cash balance		—		0.7		103.1		—			103.8
Trade accounts receivable, net		—		2.1		600.5		—			602.6
Inventories		—		161.4		163.5		—			324.9
Other current assets		0.7		26.8		56.3		—			83.8
Intercompany receivables		29.4		338.5		3.0		(370.9	)		—

Total current assets		31.5		551.4		1,051.7		(370.9	)		1,263.7
Property and equipment, net		—		115.2		109.5		—			224.7
Goodwill		—		912.6		886.9		—			1,799.5
Other intangible assets, net		—		1,031.5		738.7		—			1,770.2
Deferred income taxes		166.0		—		8.5		(166.0	)		8.5
Investment in subsidiaries		2,653.5		1,703.9		—		(4,357.4	)		—
Other assets		26.8		30.3		7.5		—			64.6
Intercompany loans		1,013.5		83.8		221.3		(1,318.6	)		—

Total assets	$	3,891.3	$	4,428.7	$	3,024.1	$	(6,212.9	)	$	5,131.2

Liabilities, Redeemable Equity Units and Stockholders’ Equity
Current liabilities:
Current portion of debt and capital lease obligations	$	42.3	$	0.1	$	89.7	$	—		$	132.1
Accounts payable		0.3		235.4		202.7		—			438.4
Accrued expenses		60.3		62.9		124.3		—			247.5
Intercompany payables		2.2		8.0		360.7		(370.9	)		—

Total current liabilities		105.1		306.4		777.4		(370.9	)		818.0
Long-term debt and capital lease obligations		2,546.9		1.9		155.0		—			2,703.8
Other long-term liabilities		—		46.4		88.2		—			134.6
Deferred income taxes		—		415.0		210.3		(166.0	)		459.3
Intercompany loans		223.8		1,006.3		88.5		(1,318.6	)		—

Total liabilities		2,875.8		1,776.0		1,319.4		(1,855.5	)		4,115.7
Redeemable equity units		60.9		—		—		—			60.9
Total stockholders’ equity		954.6		2,652.7		1,704.7		(4,357.4	)		954.6

Total liabilities, redeemable equity units and stockholders’ equity	$	3,891.3	$	4,428.7	$	3,024.1	$	(6,212.9	)	$	5,131.2

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Condensed Consolidating Balance Sheet

December 31, 2011

(in millions)


			Subsidiary		Non-Guarantor					Total
	Parent		Guarantors		Subsidiaries		Eliminations			Company
Assets
Current assets:
Cash and cash equivalents	$	—	$	30.2	$	134.4	$	—		$	164.6
Compensating cash balance		—		—		185.4		—			185.4
Trade accounts receivable, net		—		2.3		553.9		—			556.2
Inventories		—		143.6		167.0		—			310.6
Other current assets		—		31.1		53.8		—			84.9
Intercompany receivables		19.1		274.8		2.3		(296.2	)		—

Total current assets		19.1		482.0		1,096.8		(296.2	)		1,301.7
Property and equipment, net		—		100.2		109.8		—			210.0
Goodwill		—		912.4		882.7		—			1,795.1
Other intangible assets, net		—		1,054.2		761.0		—			1,815.2
Deferred income taxes		187.7		—		10.3		(187.7	)		10.3
Investment in subsidiaries		2,621.7		1,711.7		—		(4,333.4	)		—
Other assets		26.0		26.7		4.7		—			57.4
Intercompany loans		1,017.8		93.2		306.2		(1,417.2	)		—

Total assets	$	3,872.3	$	4,380.4	$	3,171.5	$	(6,234.5	)	$	5,189.7

Liabilities, Redeemable Equity Units and Stockholders’ Equity
Current liabilities:
Current portion of debt and capital lease obligations	$	36.2	$	0.2	$	178.1	$	—		$	214.5
Accounts payable		—		212.4		213.7		—			426.1
Accrued expenses		55.8		71.5		125.3		—			252.6
Intercompany payables		—		5.5		290.7		(296.2	)		—

Total current liabilities		92.0		289.6		807.8		(296.2	)		893.2
Long-term debt and capital lease obligations		2,578.4		1.0		114.8		—			2,694.2
Other long-term liabilities		—		40.3		88.7		—			129.0
Deferred income taxes		—		429.8		216.5		(187.7	)		458.6
Intercompany loans		187.2		998.8		231.2		(1,417.2	)		—

Total liabilities		2,857.6		1,759.5		1,459.0		(1,901.1	)		4,175.0
Redeemable equity units		53.9		—		—		—			53.9
Total stockholders’ equity		960.8		2,620.9		1,712.5		(4,333.4	)		960.8

Total liabilities, redeemable equity units and stockholders’ equity	$	3,872.3	$	4,380.4	$	3,171.5	$	(6,234.5	)	$	5,189.7

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income or Loss

Three Months Ended June 30, 2012

(in millions)


				Subsidiary			Non-Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	536.5		$	495.3		$	(9.0	)	$	1,022.8
Cost of goods sold		—			398.6			341.5			(9.0	)		731.1

Gross profit		—			137.9			153.8			—			291.7
Selling, general and administrative expenses		1.4			110.0			134.1			(17.5	)		228.0

Operating (loss) income		(1.4	)		27.9			19.7			17.5			63.7
Interest expense, net of interest income		(38.4	)		(6.1	)		(4.7	)		—			(49.2	)
Other income (expense), net		45.3			18.9			(3.7	)		(17.5	)		43.0

Income before income taxes and equity in earnings of subsidiaries		5.5			40.7			11.3			—			57.5
Income tax benefit (provision)		2.8			(20.3	)		(5.4	)		—			(22.9	)
Equity in earnings of subsidiaries, net of tax		26.3			5.9			—			(32.2	)		—

Net income	$	34.6		$	26.3		$	5.9		$	(32.2	)	$	34.6

Comprehensive loss	$	(48.6	)	$	(57.4	)	$	(77.8	)	$	135.2		$	(48.6	)

Condensed Consolidating Statement of Comprehensive Income or Loss

Three Months Ended June 30, 2011

(in millions)


				Subsidiary			Non-Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	538.7		$	506.5		$	(3.1	)	$	1,042.1
Cost of goods sold		—			402.9			348.6			(3.1	)		748.4

Gross profit		—			135.8			157.9			—			293.7
Selling, general and administrative expenses		0.7			109.1			129.7			(9.7	)		229.8

Operating (loss) income		(0.7	)		26.7			28.2			9.7			63.9
Interest expense, net of interest income		(41.9	)		(8.8	)		(1.2	)		—			(51.9	)
Other income (expense), net		(14.6	)		2.8			7.2			(9.7	)		(14.3	)

(Loss) income before income taxes and equity in earnings of subsidiaries		(57.2	)		20.7			34.2			—			(2.3	)
Income tax benefit (provision)		15.3			(11.7	)		(9.9	)		—			(6.3	)
Equity in earnings of subsidiaries, net of tax		33.3			24.3			—			(57.6	)		—

Net (loss) income	$	(8.6	)	$	33.3		$	24.3		$	(57.6	)	$	(8.6	)

Comprehensive income	$	20.8		$	61.9		$	52.9		$	(114.8	)	$	20.8

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income or Loss

Six Months Ended June 30, 2012

(in millions)


				Subsidiary			Non-Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	1,056.0		$	1,016.2		$	(16.1	)	$	2,056.1
Cost of goods sold		—			781.2			696.8			(16.1	)		1,461.9

Gross profit		—			274.8			319.4			—			594.2
Selling, general and administrative expenses		1.9			229.4			261.2			(32.9	)		459.6

Operating (loss) income		(1.9	)		45.4			58.2			32.9			134.6
Interest expense, net of interest income		(75.6	)		(15.0	)		(6.9	)		—			(97.5	)
Other income (expense), net		19.8			20.8			12.2			(32.9	)		19.9

(Loss) income before income taxes and equity in earnings of subsidiaries		(57.7	)		51.2			63.5			—			57.0
Income tax benefit (provision)		23.2			(26.4	)		(20.7	)		—			(23.9	)
Equity in earnings of subsidiaries, net of tax		67.6			42.8			—			(110.4	)		—

Net income	$	33.1		$	67.6		$	42.8		$	(110.4	)	$	33.1

Comprehensive income	$	2.3		$	35.8		$	11.0		$	(46.8	)	$	2.3

Condensed Consolidating Statement of Comprehensive Income or Loss

Six Months Ended June 30, 2011

(in millions)


				Subsidiary			Non-Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	1,045.6		$	994.4		$	(6.7	)	$	2,033.3
Cost of goods sold		—			780.5			681.0			(6.7	)		1,454.8

Gross profit		—			265.1			313.4			—			578.5
Selling, general and administrative expenses		1.4			217.2			251.0			(19.7	)		449.9

Operating (loss) income		(1.4	)		47.9			62.4			19.7			128.6
Interest expense, net of interest income		(79.8	)		(17.4	)		(2.2	)		—			(99.4	)
Other income (expense), net		(64.9	)		0.7			20.9			(19.7	)		(63.0	)

(Loss) income before income taxes and equity in earnings of subsidiaries		(146.1	)		31.2			81.1			—			(33.8	)
Income tax benefit (provision)		39.1			(18.3	)		(22.2	)		—			(1.4	)
Equity in earnings of subsidiaries, net of tax		71.8			58.9			—			(130.7	)		—

Net (loss) income	$	(35.2	)	$	71.8		$	58.9		$	(130.7	)	$	(35.2	)

Comprehensive income	$	86.0		$	191.5		$	178.6		$	(370.1	)	$	86.0

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2012

(in millions)


	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Company
Net cash (used in) provided by operating activities	$	(63.5	)	$	19.1		$	58.7		$	—		$	14.3

Cash flows from investing activities:
Intercompany investing transactions		74.4			52.5			—			(126.9	)		—
Acquisitions of businesses		—			0.8			(45.3	)		—			(44.5	)
Capital expenditures		—			(22.7	)		(6.3	)		—			(29.0	)

Net cash provided by (used in) investing activities		74.4			30.6			(51.6	)		(126.9	)		(73.5	)

Cash flows from financing activities:
Intercompany financing transactions		—			(74.4	)		(52.5	)		126.9			—
Proceeds from debt		130.9			—			71.6			—			202.5
Repayment of debt		(138.2	)		(0.2	)		(31.6	)		—			(170.0	)
Other financing activities, net		(2.2	)		16.6			(2.4	)		—			12.0

Net cash (used in) provided by financing activities		(9.5	)		(58.0	)		(14.9	)		126.9			44.5

Effect of exchange rate changes on cash		—			—			(1.3	)		—			(1.3	)

Net increase (decrease) in cash and cash equivalents		1.4			(8.3	)		(9.1	)		—			(16.0	)
Cash and cash equivalents beginning of period		—			30.2			134.4			—			164.6

Cash and cash equivalents end of period	$	1.4		$	21.9		$	125.3		$	—		$	148.6

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2011

(in millions)


				Subsidiary			Non-Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net cash (used in) provided by operating activities	$	(87.6	)	$	88.5		$	34.6		$	—		$	35.5

Cash flows from investing activities:
Intercompany investing transactions		31.4			3.1			—			(34.5	)		—
Acquisitions of businesses		(28.0	)		(56.4	)		(4.6	)		—			(89.0	)
Capital expenditures		—			(9.9	)		(6.2	)		—			(16.1	)

Net cash provided by (used in) investing activities		3.4			(63.2	)		(10.8	)		(34.5	)		(105.1	)

Cash flows from financing activities:
Intercompany financing transactions		—			(31.4	)		(3.1	)		34.5			—
Proceeds from debt		327.4			—			1.1			—			328.5
Repayment of debt		(265.1	)		—			(1.3	)		—			(266.4	)
Other financing activities, net		21.5			9.5			(20.5	)		—			10.5

Net cash provided by (used in) financing activities		83.8			(21.9	)		(23.8	)		34.5			72.6

Effect of exchange rate changes on cash		—			—			9.5			—			9.5

Net (decrease) increase in cash and cash equivalents		(0.4	)		3.4			9.5			—			12.5
Cash and cash equivalents beginning of period		0.4			10.5			131.2			—			142.1

Cash and cash equivalents end of period	$	—		$	13.9		$	140.7		$	—		$	154.6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Factors Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q may constitute forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions; and, they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct.

You should understand that the following important factors, in addition to those discussed in “Item 1A — Risk Factors” and elsewhere in our most recently filed Annual Report on Form 10-K, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

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actions by, and our ability to maintain existing business relationships and practices with, suppliers, customers, carriers and other third parties;

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loss of any of our key executive officers;

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unexpected costs or disruptions to our business or internal controls associated with the implementation of important technology initiatives, including those relating to our enterprise resource planning and e-commerce capabilities;

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our ability to consummate and integrate potential acquisitions;

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the effect of political, economic, credit and financial market conditions, inflation and interest rates worldwide;

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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;

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our ability to pass through or absorb cost increases from our suppliers;

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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;

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foreign currency exchange rate fluctuations; and

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our ability to generate sufficient funds to meet our debt obligations, capital expenditure program requirements, ongoing operating costs, acquisition financing and working capital needs.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included in “Item 1 — Financial Statements” in this Quarterly Report on Form 10-Q.

Overview

The following table summarizes our consolidated results of operations for each of the reporting periods:


	Three Months Ended June 30,											Six Months Ended June 30,
						Change											Change
	2012		2011			Amount			%			2012		2011			Amount		%
Net sales	$	1,022.8	$	1,042.1		$	(19.3	)		(1.9	)%	$	2,056.1	$	2,033.3		$	22.8		1.1	%
Operating income		63.7		63.9			(0.2	)		(0.3	)%		134.6		128.6			6.0		4.7	%
Net income (loss)		34.6		(8.6	)		43.2			502.3	%		33.1		(35.2	)		68.3		194.0	%

Our consolidated results of operations as summarized in the table above were impacted, in particular, by the following factors:

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Acquisitions of certain businesses in our North American and European Lab segments, causing our reported growth to be greater than comparable growth and causing our reported declines to be lesser than comparable declines;

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Changes in foreign currency exchange rates, which generally weakened in the 2012 periods as compared to the prior periods, causing our reported growth to be lesser than comparable growth and causing our reported declines to be greater than comparable declines;

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Favorable effects from foreign currency translation, including our recognition of significant net unrealized translation gains on certain portions of our Euro-denominated debt in the 2012 periods compared to the prior periods when significant net unrealized translation losses were experienced;

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A reduction in overall sales volume during the 2012 periods, in particular within our North American Lab segment, due, in part, to the loss of a global customer in the pharmaceutical industry in early 2012; and

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Favorable customer and product mix during the 2012 periods, substantially offsetting decreases in sales volume.

Factors Affecting Our Operating Results

General

As a result of the acquisition of the Company by affiliates of Madison Dearborn Partners, LLC in June 2007, we have a significant amount of goodwill and other intangible assets, we are highly leveraged and we have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. These and other related factors have had, and will continue to have, a significant impact on our financial condition and results of operations.

Foreign Currency

We maintain operations primarily in North America and in Europe. Approximately one half of our net sales originate in currencies other than the U.S. dollar, principally the Euro, the British pound sterling and the Canadian dollar. As a result, changes in our reported results include the impact of changes in foreign currency exchange rates. Our presentation of results from comparable operations in the following discussion and analysis excludes the impact of fluctuations in foreign exchange rates. We calculate the approximate impact of changes in foreign exchange rates by comparing our current period results derived using current period average exchange rates to our current period results recalculated using average foreign exchange rates in effect during the comparable prior period(s). We believe that removing the impact of fluctuations in foreign exchange rates provides a useful means to measure our operating performance.

Acquisitions

Our results of operations include the effects of certain business acquisitions (collectively, the “Acquisitions”) noted below:

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On March 31, 2011, we acquired Alfalab Hurtownia Chemiczna Sp. z o.o (“Alfalab”), a scientific laboratory supply distributor operating in Poland.

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On May 2, 2011, we acquired Trenka Industriebedarf Handelsgesellschaft m.b.H. (“Trenka”), a distributor of industrial clothing, testing equipment and personal protection equipment in Austria.

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On June 1, 2011, we acquired BioExpress Corp. (“BioExpress”), a domestic distributor of laboratory supplies in the education, biotechnology and government market segments.

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On September 1, 2011, we acquired INTERNATIONAL P.B.I. S.p.A. (“PBI”), a leading distributor of laboratory equipment and products in Italy.

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On April 2, 2012, we acquired VITRUM Praha, spol. s.r.o. and VITRUM Roznov s.r.o. (collectively, “VITRUM”), distributors of scientific laboratory supplies in the Czech Republic.

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Our presentation of results from comparable operations in the following discussion and analysis excludes the contribution from acquisitions to the extent such contributions were not present in the comparable period, which we believe provides a useful means to measure our operating performance.

Results of Operations

Net Sales

The following table presents net sales and net sales changes by segment for the three and six months ended June 30, 2012 and 2011 (in millions):


	Three Months Ended June 30,										Six Months Ended June 30,
					Change										Change
	2012		2011		Amount			%			2012		2011		Amount			%
North American Lab	$	599.6	$	600.4	$	(0.8	)		(0.1	)%	$	1,197.5	$	1,169.1	$	28.4			2.4	%
European Lab		396.3		416.0		(19.7	)		(4.7	)%		810.0		816.1		(6.1	)		(0.7	)%
Science Education		26.9		25.7		1.2			4.7	%		48.6		48.1		0.5			1.0	%

Total	$	1,022.8	$	1,042.1	$	(19.3	)		(1.9	)%	$	2,056.1	$	2,033.3	$	22.8			1.1	%

Net sales for the three and six months ended June 30, 2012, decreased $19.3 million or 1.9% and increased $22.8 million or 1.1%, respectively, compared to the prior periods. Changes in foreign currency exchange rates caused net sales to decrease by approximately $45.9 million and decrease by approximately $60.9 million for the three and six months ended June 30, 2012, respectively. Acquisitions caused net sales to increase by approximately $42.0 million and increase by approximately $89.3 million for the three and six months ended June 30, 2012, respectively. Accordingly, net sales from comparable operations for the three and six months ended June 30, 2012, decreased approximately $15.4 million or 1.5% and decreased approximately $5.6 million or 0.3%, respectively, compared to the prior periods. The decreases in net sales from comparable operations are primarily due to reductions in sales volume during the 2012 periods due, in part, to the loss of a global customer in the pharmaceutical industry in early 2012. We continue to monitor cost reduction pressures within the pharmaceutical industry.

Net sales in our North American Lab segment for the three and six months ended June 30, 2012, decreased $0.8 million or 0.1% and increased $28.4 million or 2.4%, respectively, compared to the prior periods. In the aggregate, changes in foreign currency exchange rates and acquisitions caused net sales to increase by approximately $25.8 million and increase by approximately $64.2 million for the three and six months ended June 30, 2012, respectively. Accordingly, net sales from comparable operations for the three and six months ended June 30, 2012, decreased approximately $26.6 million or 4.4% and decreased approximately $35.8 million or 3.1%, respectively, compared to the prior periods. Net sales of consumable products (including chemicals) decreased by low to mid single-digit rates, while net sales of capital goods (including equipment, instruments and furniture) decreased by mid single-digit rates. Net sales to pharmaceutical (including biotechnology) customers and governmental entities decreased by high single-digit rates and net sales to education customers decreased by low to mid single-digit rates, while net sales to industrial and other customers increased by low single-digit rates.

Net sales in our European Lab segment for the three and six months ended June 30, 2012, decreased $19.7 million or 4.7% and decreased $6.1 million or 0.7%, respectively, compared to the prior periods. In the aggregate, changes in foreign currency exchange rates and acquisitions caused net sales to decrease by approximately $29.7 million and decrease by approximately $35.8 million, respectively. Accordingly, net sales from comparable operations for the three and six months ended June 30, 2012, increased approximately $10.0 million or 2.4% and increased approximately $29.7 million or 3.6%, respectively, compared to the prior periods. Net sales of consumable products (including chemicals) and capital goods (including equipment, instruments and furniture) increased by low to mid single-digit rates. Net sales to pharmaceutical (including biotechnology) and industrial and other customers increased by mid single-digit rates and net sales to education customers increased by high single-digit rates, while net sales to governmental entities decreased by low single-digit rates.

Net sales in our Science Education segment for the three and six months ended June 30, 2012, increased $1.2 million or 4.7% and increased $0.5 million or 1.0%, respectively, compared to the prior periods. These increases are primarily due to favorable results from our publisher kitting business, partially offset by reductions in sales volume across our core science supplies businesses. Our Science Education segment continues to be impacted by negative industry-specific factors in the primary and secondary educational sectors in the United States, in particular the reduction in spending by schools in response to the prolonged negative economic conditions and the resultant uncertainty of funding by state and local governments.

Gross Profit

The following table presents gross profit and gross profit as a percentage of net sales for the three and six months ended June 30, 2012 and 2011 (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Gross profit	$	291.7		$	293.7		$	594.2		$	578.5
Percentage of net sales (gross margin)		28.5	%		28.2	%		28.9	%		28.5	%

Gross profit for the three and six months ended June 30, 2012, decreased $2.0 million or 0.7% and increased $15.7 million or 2.7%, respectively, compared to the prior periods. Changes in foreign currency exchange rates caused gross profit to decrease by approximately $14.0 million and decrease by approximately $18.7 million for the three and six months ended June 30, 2012, respectively. Acquisitions caused gross profit to increase by approximately $12.8 million and increase by approximately $27.6 million for the three and six months ended June 30, 2012, respectively. Accordingly, gross profit from comparable operations for the three and six months ended June 30, 2012, decreased approximately $0.8 million or 0.3% and increased approximately $6.8 million or 1.2%, respectively, compared to the prior periods.

Consolidated gross margin for the three and six months ended June 30, 2012, increased 30 basis points to 28.5% and increased 40 basis points to 28.9%, respectively, compared to the prior periods. The increases in consolidated gross margin were principally driven by a more favorable customer and product mix in our lab distribution businesses, partially offset by a deterioration of gross margin in our Science Education segment in the six-month period driven by negative industry-specific factors.

Selling, General and Administrative Expenses

The following table presents selling, general and administrative (“SG&A”) expenses and SG&A expenses as a percentage of net sales for the three and six months ended June 30, 2012 and 2011 (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
SG&A expenses	$	228.0		$	229.8		$	459.6		$	449.9
Percentage of net sales		22.3	%		22.1	%		22.4	%		22.1	%

SG&A expenses for the three and six months ended June 30, 2012, decreased $1.8 million or 0.8% and increased $9.7 million or 2.2%, respectively, compared to the prior periods. Changes in foreign currency exchange rates caused SG&A expenses to decrease by approximately $12.5 million and decrease by approximately $16.4 million for the three and six months ended June 30, 2012, respectively. Acquisitions caused SG&A expenses to increase by approximately $10.4 million and increase by approximately $23.1 million for the three and six months ended June 30, 2012, respectively. Accordingly, SG&A expenses from comparable operations for the three and six months ended June 30, 2012, increased approximately $0.3 million or 0.1% and increased approximately $3.0 million or 0.7%, respectively, compared to the prior periods. The increases in SG&A expenses from comparable operations are primarily attributable to increases in wage rates and related personnel costs.

Operating Income

The following table presents operating income and operating income changes by segment for the three and six months ended June 30, 2012 and 2011 (in millions):


	Three Months Ended June 30,												Six Months Ended June 30,
							Change												Change
	2012			2011			Amount			%			2012			2011			Amount			%
North American Lab	$	35.4		$	37.7		$	(2.3	)		(6.1	)%	$	72.3		$	73.4		$	(1.1	)		(1.5	)%
European Lab		29.2			29.6			(0.4	)		(1.4	)%		67.8			63.0			4.8			7.6	%
Science Education		(0.9	)		(3.4	)		2.5			73.5	%		(5.5	)		(7.8	)		2.3			29.5	%

Total	$	63.7		$	63.9		$	(0.2	)		(0.3	)%	$	134.6		$	128.6		$	6.0			4.7	%

Operating income for the three and six months ended June 30, 2012, decreased $0.2 million or 0.3% and increased $6.0 million or 4.7%, respectively, compared to the prior periods. Changes in foreign currency exchange rates caused operating income to decrease approximately $1.5 million and decrease approximately $2.3 million for the three and six months ended June 30, 2012, respectively. Acquisitions caused operating income to increase approximately $2.4 million and increase approximately $4.5 million for the three and six months ended June 30, 2012, respectively. Accordingly, operating income from comparable operations for the three and six months ended June 30, 2012, decreased approximately $1.1 million or 1.7% and increased approximately $3.8 million or 3.0%, respectively, compared to the prior periods.

Operating income in our North American Lab segment for the three and six months ended June 30, 2012, decreased $2.3 million or 6.1% and decreased $1.1 million or 1.5%, respectively, compared to the prior periods. In the aggregate, changes in foreign currency exchange rates and acquisitions caused operating income to increase by approximately $2.0 million and increase by approximately $4.1 million for the three and six months ended June 30, 2012, respectively. Accordingly, operating income from comparable operations for the three and six months ended June 30, 2012, decreased approximately $4.3 million or 11.4% and decreased approximately $5.2 million or 7.1%, respectively, compared to the prior periods. The decreases in operating income from comparable operations for the three and six months ended June 30, 2012, resulted from decreases in gross profit of approximately $4.0 million and $2.3 million, respectively, due to lower sales volume, and increases in SG&A expenses of approximately $0.3 million and $2.9 million, respectively, largely due to higher wage rates and related personnel costs.

Operating income in our European Lab segment for the three and six months ended June 30, 2012, decreased $0.4 million or 1.4% and increased $4.8 million or 7.6%, respectively, compared to the prior periods. In the aggregate, changes in foreign currency exchange rates and acquisitions caused operating income to decrease by approximately $1.1 million and decrease by approximately $1.9 million for the three and six months ended June 30, 2012, respectively. Accordingly, operating income from comparable operations for the three and six months ended June 30, 2012, increased approximately $0.7 million or 2.4% and increased approximately $6.7 million or 10.6%, respectively, compared to the prior periods. The increases in operating income from comparable operations for the three and six months ended June 30, 2012, resulted from increases in gross profit of approximately $2.6 million and $9.8 million, respectively, primarily due to higher net sales, partially offset by increases in SG&A expenses of approximately $1.9 million and $3.1 million, respectively, largely due to higher wage rates and related personnel costs.

Operating losses in our Science Education segment for the three and six months ended June 30, 2012, decreased $2.5 million or 73.5% and decreased $2.3 million or 29.5%, respectively, compared to the prior periods. The decreases in operating losses for the three and six months ended June 30, 2012, primarily resulted from decreases in SG&A expenses of $1.9 million and $3.0 million, respectively, primarily due to ongoing cost reduction programs.

Interest Expense, Net of Interest Income

Interest expense, net of interest income, for the three and six months ended June 30, 2012, was $49.2 million and $97.5 million, respectively, compared to $51.9 million and $99.4 million for the three and six months ended June 30, 2011, respectively. The changes in net interest expense were primarily due to fluctuations in foreign currency exchange rates and variable interest rates. Assuming constant amounts of debt outstanding and foreign currency exchange rates as of June 30, 2012, annualized interest expense will increase by approximately $16.5 million due to increased variable margins resulting from the Amendment (defined below) to our Senior Secured Credit Facility.

Other Income (Expense), Net

Other income (expense), net, is primarily comprised of foreign currency exchange gains and losses. We recognized net exchange gains of $43.7 million and $20.6 million for the three and six months ended June 30, 2012, respectively, and net exchange losses of $14.3 million and $63.0 million for the three and six months ended June 30, 2011, respectively. Other income (expense), net for the three and six months ended June 30, 2012, also includes $0.7 million of third party fees and fees paid to lenders associated with an Amendment (defined below) to our Senior Secured Credit Facility.

Income Taxes

For the three months ended June 30, 2012, our income tax provision was $22.9 million as compared to an income tax provision of $6.3 million in the prior period. For the six months ended June 30, 2012, our income tax provision was $23.9 million as compared to an income tax provision of $1.4 million in the prior period.

Our tax benefits or provisions can change significantly due to the volatility of our net exchange gains and losses in our operating results.

See Note 10(a) in “Item 8 — Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2011, for a description of common differences between our effective tax rate and the tax rate calculated by applying the U.S. federal statutory rate.

Liquidity and Capital Resources

Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control and will be substantially dependent on the global economy, demand for our products, and our ability to successfully implement our business strategies. We continue to assess the potential impact of current market conditions on various aspects of our liquidity, financial condition and results of operations, including, but not limited to, the continued availability and general creditworthiness of our financial instrument counterparties, the impact of market conditions on our customers, suppliers and insurers and the general recoverability of our long-lived assets and certain financial instruments, including investments held under our defined benefit pension plans.

As of June 30, 2012, we had $148.6 million of cash and cash equivalents on hand and our compensating cash balance totaled $103.8 million. We had $2,835.9 million of outstanding indebtedness as of June 30, 2012, comprised of $1,340.2 million of indebtedness under our Senior Secured Credit Facility, $713.0 million under our Senior Notes, $518.4 million under our Senior Subordinated Notes, $141.0 million under our A/R Facility, $103.8 million of compensating cash indebtedness and $19.5 million of other indebtedness.

We had aggregate unused availability of $245.4 million under our multi-currency revolving loan facility (which is a component of our Senior Secured Credit Facility) and our A/R Facility as of June 30, 2012. Borrowings under these facilities bear interest at variable rates and are a key source of our liquidity. The average aggregate borrowings outstanding under these facilities during the three and six months ended June 30, 2012, were $119.0 million and $115.7 million, respectively. Periodically, our liquidity needs cause the aggregate amount of outstanding borrowings under these facilities to fluctuate. Accordingly, the amount of credit available to us can increase or decrease based on changes in our operating cash flows, debt service requirements, working capital needs and acquisition and investment activities. Availability of funding under the A/R Facility also depends upon maintaining sufficient eligible trade accounts receivable.

The Senior Secured Credit Facility contains a number of customary affirmative and negative covenants. The Amendment includes a financial maintenance covenant for the benefit of Extended Revolving Commitments requiring us to maintain a Senior Secured Net Leverage Ratio (as defined) of not more than 5.50:1.00. The indentures governing the Senior Notes and Senior Subordinated Notes contain covenants that, among other things, limit the Company’s ability and that of its restricted subsidiaries to make restricted payments, pay dividends, incur or create additional indebtedness, issue certain types of common and preferred stock, make certain dispositions outside the ordinary course of business, execute certain affiliate transactions, create liens on assets of the Company and restricted subsidiaries, and materially change our lines of business. The A/R Facility includes representations and covenants that we consider usual and customary for arrangements of this type and includes a consolidated interest expense test if the Company’s available liquidity is less than $125.0 million. In addition, borrowings under the A/R Facility are subject to termination upon the occurrence of certain termination events that we also consider usual and customary. As of June 30, 2012, the Company was in compliance with the covenants under the Senior Secured Credit Facility, the indentures governing the Senior Notes and Senior Subordinated Notes and the A/R Facility.

Beginning July 15, 2011, the Company, at its option, became able to redeem some or all of the Senior Notes at any time at 105.125% of their aggregate principal amount. This redemption price was reduced to 102.5625% of their aggregate principal amount on July 15, 2012, and will be reduced to 100% of their aggregate principal amount beginning on July 15, 2013. We continually monitor the capital markets to determine whether the Senior Notes or the Senior Subordinated Notes should be redeemed prior to maturity; however, we have made no determination regarding redemption at this time.

Foreign exchange ceilings imposed by local governments, regulatory requirements applicable to certain of our subsidiaries and the sometimes lengthy approval processes which foreign governments require for international cash transfers may restrict our internal cash movements. We expect to reinvest a significant portion of our cash and earnings outside of the United States because we anticipate that a significant portion of our opportunities for future growth will be abroad. Thus, we have not provided U.S. federal income, state income or foreign withholding taxes on our non-U.S. subsidiaries’ undistributed earnings that have been indefinitely invested abroad. As of June 30, 2012, $119.5 million of our $148.6 million of cash and cash equivalents was held by our foreign subsidiaries. If these foreign cash and cash equivalents were repatriated to the United States, we may be required to pay income taxes on the amounts repatriated. We do not intend to repatriate our foreign cash and cash equivalents.

Based on the terms and conditions of these debt obligations and our current operations and expectations for future growth, we believe that cash generated from operations, together with available borrowings under our multi-currency revolving loan facility and our A/R Facility will be adequate to permit us to meet our current and expected operating, capital investment, acquisition financing and debt service obligations prior to maturity, although no assurance can be given in this regard. The majority of our long-term debt obligations will mature between 2014 and 2017. We currently intend to reduce our debt to earnings ratio in advance of these maturities, which we believe will be important as we seek to refinance or otherwise satisfy these debt obligations.

Historical Cash Flows

Operating Activities

The following table presents cash flows from operating activities inclusive and exclusive of working capital changes for the six months ended June 30, 2012 and 2011 (in millions):


	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities, excluding working capital changes	$	75.6		$	73.3
Cash flows from working capital changes, net		(61.3	)		(37.8	)

Cash flows from operating activities	$	14.3		$	35.5

Cash flows from operating activities for the six months ended June 30, 2012 decreased $21.2 million to a source of cash of $14.3 million from a source of cash of $35.5 million during the prior period. The decrease in cash flows from operating activities was primarily attributable to decreases in cash flows from working capital components, partially offset by lower cash paid for interest.

Cash flows from working capital components for the six months ended June 30, 2012 decreased $23.5 million to a use of cash of $61.3 million. Cash flows from trade accounts payable decreased $14.3 million to a use of cash of $13.2 million primarily due to timing. Our cash disbursement routines follow a standardized process for payment and we may experience fluctuations in cash flows associated with trade accounts payable from period to period. Cash flows from inventories decreased $10.1 million to a use of cash of $11.4 million partially due to incremental cash required to fund inventories in our new distribution facility in Visalia, California, which is scheduled to commence operations in the second half of 2012. Cash flows from other working capital components were relatively flat.

We paid cash interest of $80.9 million and $103.3 million for the six months ended June 30, 2012 and 2011, respectively. The decrease in cash payments during 2012 is primarily due to $13.9 million of interest on our Senior Subordinated Notes relating to the second quarter of 2012 not paid until the third quarter of 2012. In addition, cash paid under our interest rate swap arrangements decreased by $7.0 million during 2012, compared to the prior period when notional balances were higher.

Investing Activities

Cash flows from investing activities for the six months ended June 30, 2012 increased $31.6 million to a use of cash of $73.5 million from a use of cash of $105.1 million during the prior period. The increase in cash flows from investing activities was primarily attributable to lower funding of business acquisitions. Capital expenditures increased in 2012 from 2011 reflecting incremental investments in facilities, infrastructure and information technology. We anticipate approximately $50 million of capital expenditures in 2012.

Financing Activities

Cash flows from financing activities for the six months ended June 30, 2012 decreased $28.1 million to a source of cash of $44.5 million from a source of cash of $72.6 million during the prior period. Cash provided by financing activities for the six months ended June 30, 2012 was primarily attributable to net proceeds from our A/R Facility and net bank overdrafts, partially offset by cash paid for repurchases of equity units and costs incurred to amend our Senior Secured Credit Facility. Cash provided by financing activities for the six months ended June 30, 2011 was primarily attributable to the funding of business acquisitions.

Contractual Obligations

The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and pension and other long-term obligations. There have been no material changes to contractual obligations as reflected in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2011, except for the Amendment, as defined at Note 5 in “Item 1 – Financial Statements” of this Quarterly Report on Form 10-Q.

Commitments and Contingencies

Refer to Note 15 in “Item 8 — Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2011, and Note 12 in “Item 1 — Financial Statements” of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We are not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Refer to “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2011, for a description of the Company’s critical accounting policies.

New Accounting Standards

See Note 2 in “Item 1 — Financial Statements” of this Quarterly Report on Form 10-Q for a description of new accounting standards.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the impact of changes in interest rates and foreign currency exchange rates. Refer to “Item 7A — Quantitative and Qualitative Disclosures about Market Risk” included in our Annual Report on Form 10-K for the year ended December 31, 2011, for the Company’s quantitative and qualitative disclosures about market risk. There was no material change in such information as of June 30, 2012.

Item 4.

Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2012. Based on this evaluation, the Company’s interim Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2012, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, reported and accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

In April 2012, we implemented SAP as an enterprise resource planning system for our U.S. laboratory supply business. The foundation of our U.S. laboratory supply business implementation was developed from our European instance of SAP. Based on management’s evaluation, the necessary steps were taken to monitor and maintain appropriate internal control over financial reporting during the quarter ended June 30, 2012. There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended June 30, 2012, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding legal proceedings and matters, see Note 12 in “Item 1 — Financial Statements” in this Quarterly Report on Form 10-Q, which information is incorporated into this item by reference.

Item 1A.

Risk Factors

Except for the following risk factor set forth below, which has been revised to reflect the changes to the maturity dates of our Senior Secured Credit Facility, there were no material changes in risk factors that are included in our Annual Report on Form 10-K for the year ended December 31, 2011, that could affect our business, results of operations and financial condition.

We may not be able to generate sufficient cash flows or access sufficient additional capital to meet our debt obligations or to fund our other liquidity needs.

Our business may not generate sufficient cash flow from operations, or future borrowings under our Senior Secured Credit Facility, our A/R Facility or other sources may not be available to us in an amount sufficient to enable us to make required interest payments on our indebtedness or to fund our other liquidity needs, including capital expenditure requirements, investments, acquisitions and other transactions that are important to the execution of our business strategy. Although we have extended the maturity of the revolving loan and a portion of the term loans, each outstanding under our Senior Secured Credit Facility, to April 3, 2016 and April 3, 2017, respectively, these will accelerate and mature on March 30, 2014 and April 15, 2015, respectively, if we are not successful in refinancing the non-extended portion of our term loans and/or our Senior Notes to less than $100 million. We will need to refinance or satisfy this debt as it matures. We may not be able to refinance our maturing debt on favorable terms, or at all, based on general economic or market conditions, our historical or projected growth or other factors, including those beyond our control. If our cash flow from operations or other liquidity sources are not sufficient to make required interest payments or we are not able to refinance maturing debt on favorable terms, we may have to take actions such as selling assets, seeking additional equity or debt capital on commercially unreasonable terms or reducing or delaying important business transactions. Our Senior Secured Credit Facility and the indentures governing the Senior Notes and Senior Subordinated Notes restrict our ability to sell assets and use the proceeds from such sales for purposes other than debt payment obligations.

Item 6.

Exhibits


Exhibit Number	Description of Documents	Method of Filing

10.1	Amendment No. 1 dated as of June, 4, 2012, to the Credit Agreement dated as of June 29, 2007 among VWR Funding, Inc., VWR Investors, Inc., each of the Foreign Subsidiary Borrowers from time to time party thereto, each of the Subsidiary Guarantors, each of the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent	Previously filed as Exhibit 10.1 to Current Report on Form 8-K on June 5, 2012

10.2	Amendment No. 1 dated as of June 4, 2012, to the Guarantee and Collateral Agreement dated as of June 29, 2007 among VWR Funding, Inc., VWR Investors, Inc., each of the Subsidiary Guarantors from time to time a party to the Guarantee and Collateral Agreement, and Bank of America, N.A., as Collateral Agent	Previously filed as Exhibit 10.2 to Current Report on Form 8-K on June 5, 2012

10.3	General Release, dated July 26, 2012, between VWR Management Services, LLC and John M. Ballbach*	Filed herewith.

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.1	Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)	Furnished herewith.

32.2	Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)	Furnished herewith.

*	Denotes management contract or compensatory plan, contract or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


VWR FUNDING, INC.

By:		/s/ Theresa A. Balog
		Name: Theresa A. Balog
		Title: Vice President and Corporate Controller (Chief Accounting Officer and Duly Authorized Officer)
		Date: August 8, 2012

EXHIBIT INDEX


Exhibit Number	Description of Documents	Method of Filing

10.1	Amendment No. 1 dated as of June, 4, 2012, to the Credit Agreement dated as of June 29, 2007 among VWR Funding, Inc., VWR Investors, Inc., each of the Foreign Subsidiary Borrowers from time to time party thereto, each of the Subsidiary Guarantors, each of the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent	Previously filed as Exhibit 10.1 to Current Report on Form 8-K on June 5, 2012

10.2	Amendment No. 1 dated as of June 4, 2012, to the Guarantee and Collateral Agreement dated as of June 29, 2007 among VWR Funding, Inc., VWR Investors, Inc., each of the Subsidiary Guarantors from time to time a party to the Guarantee and Collateral Agreement, and Bank of America, N.A., as Collateral Agent	Previously filed as Exhibit 10.2 to Current Report on Form 8-K on June 5, 2012

10.3	General Release, dated July 26, 2012, between VWR Management Services, LLC and John M. Ballbach*	Filed herewith.

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.1	Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)	Furnished herewith.

32.2	Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)	Furnished herewith.

*	Denotes management contract or compensatory plan, contract or arrangement.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company