##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-Q



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|                                 |  |                                                                                                 
|-------------------------------- |  | ------------------------------------------------------------------------------------------------
|(Mark One)                       |  |                                                                                                 
|þ                                |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                 |  | For the quarterly period ended June 30,
    2003                                                
|                                
|or                              
|o                                |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|                                 |  | For the transition period
    from                to                .                           
|Commission file number: 01-10920



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Fisher Scientific International Inc.

(Exact name of registrant as specified in its
charter.)


|                                                                                     |  |                                                   
|------------------------------------------------------------------------------------ |  | --------------------------------------------------
|Delaware(State or other jurisdiction of
    Incorporation or organization)           |  | 02-0451017(I.R.S. Employer Identification
    No.)
|                                                                                    
|One Liberty Lane, Hampton, New Hampshire(Address of principal executive
    offices) |  | 03842(Zip Code)                                   

Registrants telephone number, including
area code:

(603) 926-5911




---

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 þ     No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act)     Yes þ     No o

The number of shares of Common Stock outstanding
at July 31, 2003 was 54,961,529.









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TABLE OF CONTENTS



|                                                                            |                                                                                                 |  |  |  |  |  |  | 
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1 -- FINANCIAL INFORMATION                                            
|                                                                            | Item 1 -- Financial Statements                                                                 
|INTRODUCTION TO THE FINANCIAL STATEMENTS                                   
|STATEMENT OF OPERATIONS                                                    
|BALANCE SHEET                                                              
|STATEMENT OF CASH FLOWS                                                    
|STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
|NOTES TO FINANCIAL STATEMENTS                                              
|                                                                            | Item 2 -- Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                                                            | Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                           
|                                                                            | Item 4 -- Controls and Procedures                                                              
|PART II -- OTHER INFORMATION                                               
|                                                                            | Item 4 -- Submission of Matters to a Vote of Security Holders                                  
|                                                                            | Item 6 -- Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                                                  
|Ex-31.1 Certification of CEO                                               
|Ex-31.2 Certification of CFO                                               
|Ex-32.1 Certification of CEO pursuant to Sect 906                          
|Ex-32.2 Certification of CFO pursuant to Sect 906                          



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2003

INDEX

|          |  |                                                                                                                      |    |          |    | 
|--------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|          |  |                                                                                                                      |    | Page No.
|          |  |                                                                                                                      |    |         
|          |  | Part I  FINANCIAL
    INFORMATION:                                                                                  |    |          |    | 
|Item 1   |  | Financial Statements:                                                                                                |    |          |    | 
|          |  | Introduction to the Financial Statements                                                                             |    |          | 2  | 
|          |  | Statement of Operations  Three and Six
    Months Ended June 30, 2003 and 2002                                      |    |          | 3  | 
|          |  | Balance Sheet  June 30, 2003 and
    December 31, 2002                                                              |    |          | 4  | 
|          |  | Statement of Cash Flows  Six Months
    Ended June 30, 2003 and 2002                                                |    |          | 5  | 
|          |  | Statement of Changes in Stockholders Equity
    and Other Comprehensive Income  Six Months Ended
    June 30, 2003 |    |          | 6  | 
|          |  | Notes to Financial Statements                                                                                        |    |          | 7  | 
|Item 2   |  | Managements Discussion and Analysis of
    Results of Operations and Financial Condition                            |    |          | 16 | 
|Item 3   |  | Quantitative and Qualitative Disclosures About
    Market Risk                                                       |    |          | 23 | 
|Item 4   |  | Controls and Procedures                                                                                              |    |          | 24 | 
|          |  | Part II  OTHER
    INFORMATION:                                                                                     |    |          |    | 
|Item 4   |  | Submission of Matters to a Vote of Security
    Holders                                                              |    |          | 25 | 
|Item 6   |  | Exhibits and Reports on Form 8-K                                                                                     |    |          | 25 | 
|SIGNATURE |  |                                                                                                                      | 26 |         





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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






PART 1  FINANCIAL
INFORMATION







|         |                     
|-------- | --------------------
|Item 1  | Financial Statements




INTRODUCTION TO THE FINANCIAL
STATEMENTS

The financial statements included herein have
been prepared by Fisher Scientific International Inc.
(Fisher, the Company or we),
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and
regulations. The December 31, 2002 balance sheet is the
balance sheet included in the audited financial statements as
shown in the Companys 2002 Annual Report on
Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when
read in conjunction with the financial statements included in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2002.

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.

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |      | 
|--------------------------------------------------------------------------------- | ------- | ------------------------------------ | ----- | ---------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                                                                  |         |                                      |       |                 
|                                                                                  |         | Three Months Ended                   |       | Six Months Ended
|                                                                                  |         | June 30,                             |       | June 30,        
|                                                                                  |         |                                      |       |                 
|                                                                                  |         | 2003                                 |       | 2002             |  | 2003 |       | 2002
|                                                                                  |         |                                      |       |                  |  |      |       |     
|                                                                                  |         |                                     
|                                                                                  |         | (In millions, except per share data)
|                                                                                  |         |                                     
|                                                                                  |         | (Unaudited)                         
|Sales                                                                             |         | $                                    | 864.5 |                  |  | $    | 809.9 |      |  | $ | 1,697.9 |      |  | $ | 1,585.4 |     
|Cost of sales                                                                     |         |                                      | 636.7 |                  |  |      | 596.4 |      |  |   | 1,251.6 |      |  |   | 1,166.8 |     
|Selling, general and administrative expense                                       |         |                                      | 160.8 |                  |  |      | 152.3 |      |  |   | 318.5   |      |  |   | 303.6   |     
|Restructuring credits                                                             |         |                                      |      |                  |  |      | (1.5  | )    |  |   |        |      |  |   | (1.5    | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Income from operations                                                            |         |                                      | 67.0  |                  |  |      | 62.7  |      |  |   | 127.8   |      |  |   | 116.5   |     
|Interest expense                                                                  |         |                                      | 16.6  |                  |  |      | 22.9  |      |  |   | 38.9    |      |  |   | 46.8    |     
|Other expense, net                                                                |         |                                      | 3.2   |                  |  |      | 11.9  |      |  |   | 47.6    |      |  |   | 11.8    |     
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Income before income taxes and cumulative effect
    of accounting change         |         |                                      | 47.2  |                  |  |      | 27.9  |      |  |   | 41.3    |      |  |   | 57.9    |     
|Income tax provision                                                              |         |                                      | 14.2  |                  |  |      | 7.8   |      |  |   | 9.2     |      |  |   | 18.0    |     
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Income before cumulative effect of accounting
    change                          |         |                                      | 33.0  |                  |  |      | 20.1  |      |  |   | 32.1    |      |  |   | 39.9    |     
|Cumulative effect of accounting change, net of tax                                |         |                                      |      |                  |  |      |      |      |  |   |        |      |  |   | (46.1   | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Net income (loss)                                                                 |         | $                                    | 33.0  |                  |  | $    | 20.1  |      |  | $ | 32.1    |      |  | $ | (6.2    | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Basic income per common share before cumulative
    effect of accounting change   |         | $                                    | 0.60  |                  |  | $    | 0.37  |      |  | $ | 0.59    |      |  | $ | 0.73    |     
|Cumulative effect of accounting change, net of tax                                |         |                                      |      |                  |  |      |      |      |  |   |        |      |  |   | (0.85   | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Basic net income (loss) per common share                                          |         | $                                    | 0.60  |                  |  | $    | 0.37  |      |  | $ | 0.59    |      |  | $ | (0.12   | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Diluted income per common share before cumulative
    effect of accounting change |         | $                                    | 0.57  |                  |  | $    | 0.35  |      |  | $ | 0.55    |      |  | $ | 0.69    |     
|Cumulative effect of accounting change, net of tax                                |         |                                      |      |                  |  |      |      |      |  |   |        |      |  |   | (0.80   | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Diluted net income (loss) per common share                                        |         | $                                    | 0.57  |                  |  | $    | 0.35  |      |  | $ | 0.55    |      |  | $ | (0.11   | )   
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Weighted average common shares outstanding:                                       |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                                                                  | Basic   |                                      |       | 54.8             |  |      |       | 54.5 |  |   |         | 54.8 |  |   |         | 54.4 | 
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                                                                  | Diluted |                                      |       | 58.3             |  |      |       | 57.9 |  |   |         | 58.2 |  |   |         | 57.8 | 
|                                                                                  |         |                                      |       |                  |  |      |       |      |  |   |         |      |  |   |         |     

See the accompanying notes to financial
statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.






BALANCE SHEET


|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |       |         |         | 
|---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------------------ | ------------ | ------- | ------- | ------ | ----- | ------- | ------- | 
|                                                                                   |                                                                                                                                                                                                                               | June 30,                         |                                            | December 31,
|                                                                                   |                                                                                                                                                                                                                               | 2003                             |                                            | 2002        
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |             
|                                                                                   |                                                                                                                                                                                                                               | (Unaudited)                      |                                            |             
|                                                                                   |                                                                                                                                                                                                                               |                                 
|                                                                                   |                                                                                                                                                                                                                               | (In millions, except share data)
|ASSETS                                                                            
|Current assets:                                                                    |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   | Cash and cash equivalents                                                                                                                                                                                                     |                                  | $                                          | 49.3         |         |         | $      | 38.8  |        
|                                                                                   | Accounts receivable, net                                                                                                                                                                                                      |                                  |                                            | 368.9        |         |         |        | 358.0 |        
|                                                                                   | Inventories                                                                                                                                                                                                                   |                                  |                                            | 264.7        |         |         |        | 267.8 |        
|                                                                                   | Other current assets                                                                                                                                                                                                          |                                  |                                            | 127.1        |         |         |        | 104.8 |        
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   |                                                                                                                                                                                                                               | Total current assets             |                                            |              | 810.0   |         |        |       | 769.4   |        
|Property, plant and equipment                                                      |                                                                                                                                                                                                                               |                                  | 344.0                                      |              |         |         | 332.7  |      
|Goodwill                                                                           |                                                                                                                                                                                                                               |                                  | 505.1                                      |              |         |         | 508.1  |      
|Other assets                                                                       |                                                                                                                                                                                                                               |                                  | 272.7                                      |              |         |         | 261.2  |      
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   |                                                                                                                                                                                                                               | Total assets                     |                                            | $            | 1,931.8 |         |        | $     | 1,871.4 |        
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                          
|Current liabilities:                                                               |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   | Short-term debt                                                                                                                                                                                                               |                                  | $                                          | 14.5         |         |         | $      | 23.9  |        
|                                                                                   | Accounts payable                                                                                                                                                                                                              |                                  |                                            | 371.2        |         |         |        | 347.9 |        
|                                                                                   | Accrued and other current liabilities                                                                                                                                                                                         |                                  |                                            | 191.7        |         |         |        | 211.5 |        
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   |                                                                                                                                                                                                                               | Total current liabilities        |                                            |              | 577.4   |         |        |       | 583.3   |        
|Long-term debt                                                                     |                                                                                                                                                                                                                               |                                  | 919.5                                      |              |         |         | 921.8  |      
|Other liabilities                                                                  |                                                                                                                                                                                                                               |                                  | 241.6                                      |              |         |         | 232.8  |      
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   |                                                                                                                                                                                                                               | Total liabilities                |                                            |              | 1,738.5 |         |        |       | 1,737.9 |        
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|Commitments and contingencies                                                      |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|Stockholders equity:                                                              |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   | Preferred stock ($0.01 par value; 15,000,000
    shares authorized; none outstanding)                                                                                                                                         |                                  |                                            |             |         |         |        |      |        
|                                                                                   | Common stock ($0.01 par value;
    500,000,000 shares authorized; 54,933,495 and
    54,675,513 shares issued; and 54,896,889 and
    54,638,907 shares outstanding at June 30, 2003 and
    December 31, 2002, respectively) |                                  |                                            | 0.5          |         |         |        | 0.5   |        
|                                                                                   | Capital in excess of par value                                                                                                                                                                                                |                                  |                                            | 681.8        |         |         |        | 676.4 |        
|Accumulated deficit                                                                |                                                                                                                                                                                                                               |                                  | (472.8                                     | )            |         |         | (504.9 | )    
|Accumulated other comprehensive loss                                               |                                                                                                                                                                                                                               |                                  | (15.2                                      | )            |         |         | (37.5  | )    
|Treasury stock, at cost (36,606 shares at
    June 30, 2003 and December 31, 2002) |                                                                                                                                                                                                                               |                                  | (1.0                                       | )            |         |         | (1.0   | )    
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   |                                                                                                                                                                                                                               | Total stockholders equity       |                                            |              | 193.3   |         |        |       | 133.5   |        
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      
|                                                                                   |                                                                                                                                                                                                                               |                                  | Total liabilities and stockholders equity |              | $       | 1,931.8 |        |       | $       | 1,871.4 | 
|                                                                                   |                                                                                                                                                                                                                               |                                  |                                            |              |         |         |        |      

See the accompanying notes to financial
statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


|                                                                 |                                                                                          |                                              |                          |        |       |       |       |        |       |       |  
|---------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------ | ------ | ----- | ----- | ----- | ------ | ----- | ----- | -
|                                                                 |                                                                                          |                                             
|                                                                 |                                                                                          | Six Months Ended                            
|                                                                 |                                                                                          | June 30,                                    
|                                                                 |                                                                                          |                                             
|                                                                 |                                                                                          | 2003                                         |                          | 2002  
|                                                                 |                                                                                          |                                              |                          |       
|                                                                 |                                                                                          |                                             
|                                                                 |                                                                                          | (In millions)                               
|                                                                 |                                                                                          |                                             
|                                                                 |                                                                                          | (Unaudited)                                 
|Cash flows from operating activities:                            |                                                                                          |                                              |                          |        |       |       |       |       
|                                                                 | Net income (loss)                                                                        |                                              | $                        | 32.1   |       |       | $     | (6.2   | )    
|                                                                 | Adjustments to reconcile net income
    (loss) to cash provided by operating activities: |                                              |                          |        |       |       |       |        |      
|                                                                 |                                                                                          | Depreciation and amortization                |                          |        | 38.2  |       |       |        | 37.6  |      
|                                                                 |                                                                                          | Call premiums and deferred financing charges |                          |        | 45.6  |       |       |        | 11.2  |      
|                                                                 |                                                                                          | Deferred income taxes                        |                          |        | 3.2   |       |       |        | (20.5 | )    
|                                                                 |                                                                                          | Other noncash expenses                       |                          |        | 4.3   |       |       |        | 1.8   |      
|                                                                 |                                                                                          | Cumulative effect of accounting change       |                          |        |      |       |       |        | 46.1  |      
|                                                                 |                                                                                          | Restructuring credits                        |                          |        |      |       |       |        | (1.5  | )    
|                                                                 |                                                                                          | Changes in working capital                   |                          |        |       |       |       |        |       |      
|                                                                 |                                                                                          |                                              | Accounts receivable, net |        |       | (4.1  | )     |        |       | (40.2 | )
|                                                                 |                                                                                          |                                              | Inventories              |        |       | 8.6   |       |        |       | (7.3  | )
|                                                                 |                                                                                          |                                              | Accounts payable         |        |       | 18.8  |       |        |       | 36.4  |  
|                                                                 |                                                                                          |                                              | Other assets             |        |       | (26.2 | )     |        |       | 24.3  |  
|                                                                 |                                                                                          |                                              | Other liabilities        |        |       | (20.5 | )     |        |       | (16.1 | )
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|                                                                 |                                                                                          | Cash provided by operating activities        |                          |        | 100.0 |       |       |        | 65.6  |      
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|Cash flows from investing activities:                            |                                                                                          |                                              |                          |        |       |       |       |       
|                                                                 | Capital expenditures                                                                     |                                              |                          | (31.0  | )     |       |       | (15.9  | )    
|                                                                 | Purchase of financial instruments                                                        |                                              |                          | (10.6  | )     |       |       |       |      
|                                                                 | Other investments                                                                        |                                              |                          | 1.4    |       |       |       | (0.5   | )    
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|                                                                 |                                                                                          | Cash used in investing activities            |                          |        | (40.2 | )     |       |        | (16.4 | )    
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|Cash flows from financing activities:                            |                                                                                          |                                              |                          |        |       |       |       |       
|                                                                 | Proceeds from stock options exercised                                                    |                                              |                          | 4.2    |       |       |       | 5.4    |      
|                                                                 | Long-term debt proceeds                                                                  |                                              |                          | 608.0  |       |       |       | 150.0  |      
|                                                                 | Payments of long-term debt                                                               |                                              |                          | (610.0 | )     |       |       | (219.9 | )    
|                                                                 | Changes in short-term debt, net                                                          |                                              |                          | (13.8  | )     |       |       | (8.0   | )    
|                                                                 | Deferred financing costs                                                                 |                                              |                          | (12.7  | )     |       |       | (9.8   | )    
|                                                                 | Call premiums                                                                            |                                              |                          | (27.3  | )     |       |       |       |      
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|                                                                 |                                                                                          | Cash used in financing activities            |                          |        | (51.6 | )     |       |        | (82.3 | )    
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                          |                                              | 2.3                      |        |       |       | 3.2   |       
|Net change in cash and cash equivalents                          |                                                                                          |                                              | 10.5                     |        |       |       | (29.9 | )     
|Cash and cash equivalents  beginning
    of period              |                                                                                          |                                              | 38.8                     |        |       |       | 75.1  |       
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       
|Cash and cash equivalents  end of
    period                    |                                                                                          | $                                            | 49.3                     |        |       | $     | 45.2  |       
|                                                                 |                                                                                          |                                              |                          |        |       |       |       |       

See the accompanying notes to financial
statements.

5



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY


AND OTHER COMPREHENSIVE INCOME


|                           |                                         |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |        |   |   |   |      |   |   |   |       |      |   |  |   |      |      | 
|-------------------------- | --------------------------------------- | ------------------------------------- | ---------- | ---------- | - | --------- | --- | ----------- | - | ----------- | ----- | ------------- | - | --------------- | ----- | ------ | - | ------------- | ---- | ----- | - | ------ | ------ | ---- | - | - | ----- | ---- | - |  | ------ | - | - | - | ---- | - | - | - | ----- | ---- | - |  | - | ---- | ---- | 
|                           |                                         |                                       |            |            |   |           |     |             |   | Shares To   |       |               |   | Accumulated     |       |        |   |               |      |      
|                           |                                         |                                       |            | Capital in |   |           |     | Be          |   |             |       | Other         |   | Treasury Stock, |       |        |   |              
|                           |                                         | Common Stock                          |            | Excess of  |   | Shares    |     | Distributed |   |             |       | Comprehensive |   | at cost         |       |        |   | Other        
|                           |                                         |                                       |            | Par        |   | Deposited |     | From        |   | Accumulated |       | Income        |   |                 |       |        |   | Comprehensive
|                           |                                         | Shares                                |            | Amount     |   | Value     |     | In Trust    |   | Trust       |       | Deficit       |   | (Loss)          |       | Shares |   | Amount        |      | Total |   | Income
|                           |                                         |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |       
|                           |                                         |                                      
|                           |                                         | (In millions, except share data)     
|                           |                                         |                                      
|                           |                                         | (Unaudited)                          
|Balance at January 1, 2003 |                                         |                                       | 54,675,513 |            |   | $         | 0.5 |             |   | $           | 676.4 |               |   | $               | (34.0 | )      |   | $             | 34.0 |       |   | $      | (504.9 | )    |   | $ | (37.5 | )    |   |  | 36,606 |   |   | $ | (1.0 | ) |   | $ | 133.5 |      |   |  |   |     
|                           | Net income                              |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        | 32.1 |   |   |       |     |   |  |        |  |   |   |      |  |   |   |       | 32.1 |   |  | $ | 32.1 |     
|                           | Foreign currency translation adjustment |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | 29.2 |   |  |        |  |   |   |      |  |   |   |       | 29.2 |   |  |   | 29.2 |     
|                           | Unrealized investment losses            |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | (4.4 | ) |  |        |  |   |   |      |  |   |   |       | (4.4 | ) |  |   | (4.4 | )   
|                           | Unrealized loss on cash flow hedges     |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | (2.5 | ) |  |        |  |   |   |      |  |   |   |       | (2.5 | ) |  |   | (2.5 | )   
|                           |                                         |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |        |   |   |   |      |   |   |   |       |      |   |  |   |     
|                           |                                         | Subtotal  other comprehensive income |            |            |  |           |     |             |  |             |       |               |  |                 |       |        |  |               |      |       |  |        |        |      |  |   |       |      |  |  |        |   |  |   |      |   |  |   |       |      |  |  |   | $    | 54.4 | 
|                           |                                         |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |        |   |   |   |      |   |   |   |       |      |   |  |   |     
|                           | Proceeds from stock options             |                                       |            | 257,982    |   |           |     |            |   |             |       | 4.2           |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       |     |   |  |        |  |   |   |      |  |   |   |       | 4.2  |   |  |   |      |     
|                           | Tax benefit from stock options          |                                       |            |           |   |           |     |            |   |             |       | 1.2           |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       |     |   |  |        |  |   |   |      |  |   |   |       | 1.2  |   |  |   |      |     
|                           | Trust activity                          |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       | 8.3    |   |               |      | (8.3  | ) |        |        |     |   |   |       |     |   |  |        |  |   |   |      |  |   |   |       |     |   |  |   |      |     
|                           |                                         |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |        |   |   |   |      |   |   |   |       |      |   |  |   |     
|Balance at June 30, 2003   |                                         |                                       | 54,933,495 |            |   | $         | 0.5 |             |   | $           | 681.8 |               |   | $               | (25.7 | )      |   | $             | 25.7 |       |   | $      | (472.8 | )    |   | $ | (15.2 | )    |   |  | 36,606 |   |   | $ | (1.0 | ) |   | $ | 193.3 |      |   |  |   |     
|                           |                                         |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |        |   |   |   |      |   |   |   |       |      |   |  |   |     

See the accompanying notes to financial
statements.

6



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






NOTES TO FINANCIAL STATEMENTS


(Unaudited)


Note 1  Formation and
Background

Fisher Scientific International Inc.
(Fisher or the Company) was founded in
1902 and was incorporated as a Delaware Corporation in 1991. The
Companys operations are conducted throughout North and
South America, Europe, the Far East, Australia, the Middle East
and Africa directly or through one or more subsidiaries, joint
ventures, agents, or dealers. The Company reports financial
results on the basis of three reportable segments: domestic
distribution, international distribution and laboratory
workstations. The domestic distribution segment manufactures,
sells and distributes products to three primary customer
markets: scientific research, clinical laboratory and industrial
safety. Additionally, this segment provides contract
manufacturing, chemical manufacturing and custom chemical
synthesis and pharmaceutical services for phase III and
phase IV clinical trials. The international distribution
segment sells and distributes products primarily to the
industrial and scientific research markets. The laboratory
workstations segment engages in the manufacture and sale of
laboratory furniture and fume hoods to the scientific research,
educational and medical laboratory markets and in the
manufacture and sale of consoles and enclosures to the
technology and financial markets.

As of January 1, 2003, certain affiliates of
Thomas H. Lee Company (THL Entities) together with
JP Morgan Partners, Merrill Lynch & Co. and Credit
Suisse First Boston (USA) Inc. (the Equity
Investors) owned on a diluted basis 33.4 percent of
our issued and outstanding common stock. On January 15,
2003 and April 8, 2003, the THL Entities and the Equity
Investors distributed, on a pro rata basis, approximately
9 million and 10 million shares, respectively, of our
common stock, reducing the THL Entities and the Equity Investors
ownership to approximately 4 percent of the diluted shares
of the Company.

Certain prior year amounts have been reclassified
to conform to their current presentation.

Note 2  Change in Accounting
Principle

In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142).
SFAS 142 requires the use of a nonamortization approach to
account for goodwill and indefinite-lived intangible assets.
Under the nonamortization approach, goodwill and
indefinite-lived intangible assets will not be amortized but
instead will be reviewed for impairment and written down with a
resulting charge to operations in the period in which the
recorded value of goodwill and indefinite-lived intangible
assets is more than its fair value. The adoption of
SFAS 142 required the Company to reassess the useful lives
and residual values of all intangible assets and make any
necessary amortization adjustments. Based on that assessment, no
adjustments were made to the amortization period or residual
values of our intangible assets. Additionally, SFAS 142
required the Company to perform an evaluation of whether
goodwill and indefinite-lived intangible assets were impaired as
of January 1, 2002, the effective date of the statement for
the Company. Upon completion of the evaluation, the Company
determined that no impairment existed for its indefinite-lived
intangible assets.

SFAS 142 provided a six-month transitional
period from the effective date of adoption to perform an initial
assessment of whether an indication of goodwill impairment
existed. This initial assessment compares the fair value of the
reporting unit to its carrying value, including goodwill. Fair
value was determined using a combination of discounted cash flow
and multiple of earnings valuation techniques. To the extent
that the fair value was less than the carrying value, the
Company was required to perform a second test to measure the
amount of the goodwill impairment, if any. SFAS 142 also
requires that goodwill be tested annually and between annual
tests if events occur or circumstances change that would more
likely than not reduce the fair value of a reporting unit below
its carrying amount. The company has elected to perform its
annual test for indication of goodwill impairment as of
October 31 each year.

7



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FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


During the second quarter of 2002, the Company
completed its transitional assessment in accordance with these
tests to determine if goodwill was impaired as of
January 1, 2002. As a result, the Company recorded a
non-cash charge of $63.8 million ($46.1 million, net
of tax) in the Companys statement of operations,
reflecting the cumulative effect of the accounting change to
adjust goodwill to fair value. The international distribution
segment and laboratory workstations segment accounted for
$19.7 million and $44.1 million of the charge,
respectively.



|         |            
|-------- | -----------
|Note 3  | Inventories

The following is a summary of inventories by
major category (in millions):

|                  |       |          |       |              |  |   |       |       | 
|----------------- | ----- | -------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | June 30, |       | December 31,
|                  |       | 2003     |       | 2002        
|                  |       |          |       |             
|Raw materials     |       | $        | 49.2  |              |  | $ | 46.6  |      
|Work in process   |       |          | 9.6   |              |  |   | 10.6  |      
|Finished products |       |          | 205.9 |              |  |   | 210.6 |      
|                  |       |          |       |              |  |   |       |      
|                  | Total |          | $     | 264.7        |  |   | $     | 267.8 | 
|                  |       |          |       |              |  |   |       |      



|         |                                     
|-------- | ------------------------------------
|Note 4  | Goodwill and Other Intangible Assets

The following is a reconciliation of changes in
the carrying amount of goodwill by segment for the six months
ended June 30, 2003 (in millions):

|                                |                                      |              |       |               |   |              |       |       |  |   |      |   |  |   |       |       |  
|------------------------------- | ------------------------------------ | ------------ | ----- | ------------- | - | ------------ | ----- | ----- |  | - | ---- | - |  | - | ----- | ----- | -
|                                |                                      | Domestic     |       | International |   | Laboratory   |       |      
|                                |                                      | Distribution |       | Distribution  |   | Workstations |       | Total
|                                |                                      |              |       |               |   |              |       |      
|Balance as of December 31, 2002 |                                      | $            | 341.8 |               |   | $            | 113.3 |       |  | $ | 53.0 |   |  | $ | 508.1 |      
|                                | Purchase price allocation adjustment |              |       | (16.9         | ) |              |       | 0.7   |  |   |      |  |  |   |       | (16.2 | )
|                                | Effect of foreign currency change    |              |       | 4.1           |   |              |       | 9.1   |  |   |      |  |  |   |       | 13.2  |  
|                                |                                      |              |       |               |   |              |       |       |  |   |      |   |  |   |       |      
|Balance as of June 30, 2003     |                                      | $            | 329.0 |               |   | $            | 123.1 |       |  | $ | 53.0 |   |  | $ | 505.1 |      
|                                |                                      |              |       |               |   |              |       |       |  |   |      |   |  |   |       |      

In March 2003, the Company finalized its
third-party valuation of Maybridge Chemical Holdings Limited
(Maybridge). As a result, the Company has recorded
an adjustment to the purchase price allocation for Maybridge
reflecting an increase in the fair value of indefinite-lived
intangible assets acquired with the offsetting decrease to
goodwill of $16.2 million.

8



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##### Table of Contents





FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


The following is a summary of other intangible
assets, net of accumulated amortization (in millions):

|                                                                                                                                                                         |  |          |      |              |  |   |      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | ---- | ------------ |  | - | ---- | 
|                                                                                                                                                                         |  | June 30, |      | December 31,
|                                                                                                                                                                         |  | 2003     |      | 2002        
|                                                                                                                                                                         |  |          |      |             
|Customer lists (net of accumulated amortization
    of $6.7 million and $5.9 million at June 30, 2003
    and December 31, 2002, respectively)                           |  | $        | 15.6 |              |  | $ | 15.1 | 
|Non-compete agreements (net of accumulated
    amortization of $16.9 million and $15.4 million at
    June 30, 2003 and December 31, 2002, respectively)                 |  |          | 4.7  |              |  |   | 5.8  | 
|Patents and tradenames (net of accumulated
    amortization of $7.4 million and $6.7 million at
    June 30, 2003 and December 31, 2002, respectively)                   |  |          | 9.0  |              |  |   | 8.9  | 
|Other amortizable intangible assets (net of
    accumulated amortization of $10.3 million and
    $9.2 million at June 30, 2003 and December 31,
    2002, respectively) |  |          | 20.8 |              |  |   | 20.4 | 
|                                                                                                                                                                         |  |          |      |              |  |   |      | 
|Amortizable other intangible assets, net of
    accumulated amortization                                                                                                 |  | $        | 50.1 |              |  | $ | 50.2 | 
|                                                                                                                                                                         |  |          |      |              |  |   |      | 

For the three and six months ended June 30,
2003, the Company recorded amortization expense of
$2.0 million and $4.0 million, respectively, related
to amortizable other intangible assets. For the three and six
months ended June 30, 2002, the Company recorded
amortization expense of $2.2 million and $4.3 million,
respectively, related to amortizable other intangible assets.

The estimated amortization expense for each of
the five succeeding years and thereafter is as follows (in
millions):

|                                |  |   |      | 
|------------------------------- |  | - | ---- | 
|For the year ended December 31, |  |  
|                                |  |  
|2003(a)                         |  | $ | 5.4  | 
|2004                            |  | $ | 6.9  | 
|2005                            |  | $ | 4.2  | 
|2006                            |  | $ | 3.9  | 
|2007                            |  | $ | 2.8  | 
|Thereafter                      |  | $ | 26.9 | 



---



|    |                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------
|(a) | Amount represents estimated amortization expense
    for the remaining six months ending December 31, 2003.

As of June 30, 2003 and December 31,
2002, the Company had indefinite-lived intangible assets in the
domestic distribution segment of $77.4 million and
$61.5 million, respectively. Indefinite-lived intangible
assets consist of trade names acquired through the
Companys acquisitions of Cole-Parmer and MAS in 2001 and
Maybridge in 2002.

Note 5  Accounts Payable

The Company maintains a zero balance cash
management system for its accounts payable. Accordingly,
included in accounts payable at June 30, 2003 and
December 31, 2002 are approximately $100 million of
outstanding checks, respectively.

9



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FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Note 6  Debt

In January 2003, the Company issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due in May 2012 at a premium resulting in an effective
yield of 7.4 percent. These notes were offered as
additional debt securities under the indenture, pursuant to
which, in April 2002, the Company issued and sold
$150 million of 8 1/8 percent senior subordinated
notes due 2012. On July 22, the Company launched an
exchange offer for the notes it issued in January 2003, which is
scheduled to expire on August 21, 2003, unless extended by
the Company.

In February 2003, the Company entered into a
$225 million receivables securitization facility
(Receivables Securitization), which provides for the
sale, on a revolving basis, of all of the accounts receivable of
Fisher Scientific Company L.L.C., Cole-Parmer Instrument
Company, Fisher Clinical Services Inc., and Fisher Hamilton
L.L.C. to FSI Receivables Company LLC (FSI), a
special purpose, bankruptcy remote indirect wholly owned
subsidiary of the Company. On the same date, FSI and the
Company, as servicer, entered into a receivables transfer
agreement with certain financial institutions, that provides for
the transfer on a revolving basis of an undivided percentage
ownership interest in a designated pool of accounts receivable
up to a maximum amount of $225 million to be funded in cash
from time to time to FSI. Under the terms of the Receivables
Securitization, the originators retain collection and
administrative responsibilities for the receivables in the pool.
The effective funded interest rate on the Receivables
Securitization is approximately one month LIBOR plus an annual
commitment fee of 45 basis points. The unfunded annual
commitment fee is 25 basis points. The Receivables
Securitization replaced the existing receivables securitization
facility, which expired in January 2003. The full amount of the
receivables securitization facility was available at
June 30, 2003.

In February 2003, the Company entered into a new
credit facility (the Credit Facility) with a group
of financial institutions, consisting of a $400 million
term loan facility (the Term Facility) and a
$175 million revolving credit facility (the Revolving
Facility). The Revolving Facility includes a sub-limit for
the issuance of letters of credit. The Credit Facility also
permits borrowers to be designated in the future to borrow loans
denominated in local currency from individual lenders
thereunder, either on a negotiated basis or through a
competitive bidding process. Commitments under the Revolving
Facility expire, and the loans outstanding thereunder mature, on
March 31, 2008. The Term Facility requires the Company to
make quarterly repayments of principal equal to $1 million
beginning June 30, 2003 through March 31, 2009, and
quarterly repayments of principal equal to $94 million
beginning June 30, 2009 through the maturity of the Term
Facility on March 31, 2010. Borrowings under the Revolving
Facility bear interest at the adjusted LIBOR rate plus a margin
of between 2.25 percent and 3.00 percent per annum
depending in each case on the Companys Total Leverage
Ratio. Borrowings under the Term Facility bear interest at the
adjusted LIBOR rate plus 2.50 percent per annum. The Credit
Facility replaced the credit facility entered into in January
1998.

Obligations of the Company and its subsidiaries
under the Credit Facility will be secured by substantially all
assets of the Company and its material domestic subsidiaries.
Our principal financial covenants under the Credit Facility as
amended currently are (i) a maximum Total Leverage Ratio of
4.75 to 1.0, (ii) a maximum Senior Leverage Ratio of 3.75
to 1.0, and (iii) a minimum Cash Interest Expense Coverage
Ratio of 2.75 to 1.0, with respect to the fiscal quarters in our
2003 fiscal year. These ratios get adjusted for fiscal quarters
in subsequent fiscal years. In addition, the Credit Facility
contains certain other financial covenants of the Company and
the subsidiary borrowers, including, restrictions on
(i) indebtedness, (ii) the incurrence of liens,
(iii) loans and investments, (iv) the sale of assets,
(v) mergers, acquisitions and other business combinations,
(vi) the payment of cash dividends to shareholders and
(vii) limitations on capital expenditures. As of June 30,
2003, the Company was in compliance with all covenants as
amended under the Credit Agreement.

The proceeds from the 8 1/8 percent
senior subordinated notes issued and sold in January 2003 and
the Term Facility were used to refinance the Companys
9 percent senior subordinated notes due in 2008.

10



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FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


In April 2003, we entered into various pay-fixed
interest rate swaps to hedge a portion of the variability of
cash flows related to changes in interest rates on borrowings of
variable rate debt obligations. The interest rate swaps have a
total notional value of $200 million and expire at various
dates between March 2008 and March 2010.

The following is a summary of debt obligations
(in millions):

|                                                                                                                                      |                      |          |       |              |  |   |       |       | 
|------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------- | ----- | ------------ |  | - | ----- | ----- | 
|                                                                                                                                      |                      | June 30, |       | December 31,
|                                                                                                                                      |                      | 2003     |       | 2002        
|                                                                                                                                      |                      |          |       |             
|8 1/8 percent Senior Subordinated Notes
    (includes $7.7 million of premiums at June 30, 2003
    and none at December 31, 2002)    |                      | $        | 357.7 |              |  | $ | 150.0 |      
|7 1/8 percent Notes (net of a discount
    of $0.1 million and $0.4 million at June 30, 2003
    and December 31, 2002, respectively) |                      |          | 142.0 |              |  |   | 149.6 |      
|Term Facility                                                                                                                         |                      |          | 399.0 |              |  |   |      |      
|9 percent Senior Subordinated Notes (net of
    a discount of $3.9 million at December 31, 2002)                                      |                      |          |      |              |  |   | 596.1 |      
|Other                                                                                                                                 |                      |          | 35.3  |              |  |   | 50.0  |      
|                                                                                                                                      |                      |          |       |              |  |   |       |      
|                                                                                                                                      | Total debt           |          |       | 934.0        |  |   |       | 945.7 | 
|Less short-term debt                                                                                                                  |                      |          | (14.5 | )            |  |   | (23.9 | )    
|                                                                                                                                      |                      |          |       |              |  |   |       |      
|                                                                                                                                      | Total long-term debt |          | $     | 919.5        |  |   | $     | 921.8 | 
|                                                                                                                                      |                      |          |       |              |  |   |       |      

Note 7  Other Comprehensive
Income

Comprehensive income refers to revenues,
expenses, gains and losses that under accounting principles
generally accepted in the United States of America are included
in comprehensive income, but excluded from net income (loss) as
these amounts are recorded directly as an adjustment to
stockholders equity, net of tax. The following is a
summary of comprehensive income for the three and six months
ended June 30, 2003 and 2002 (in millions):

|                                           |  |              |      |            |  |      |      |      |  |   |      |   |  |   |      |  
|------------------------------------------ |  | ------------ | ---- | ---------- |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                           |  |              |      |           
|                                           |  | Three Months |      | Six Months
|                                           |  | Ended        |      | Ended     
|                                           |  | June 30,     |      | June 30,  
|                                           |  |              |      |           
|                                           |  | 2003         |      | 2002       |  | 2003 |      | 2002
|                                           |  |              |      |            |  |      |      |     
|Net income (loss)                          |  | $            | 33.0 |            |  | $    | 20.1 |      |  | $ | 32.1 |   |  | $ | (6.2 | )
|Foreign currency translation adjustment    |  |              | 20.9 |            |  |      | 33.7 |      |  |   | 29.2 |   |  |   | 28.3 |  
|Unrealized loss on investments             |  |              | (4.3 | )          |  |      | (0.1 | )    |  |   | (4.4 | ) |  |   | (0.7 | )
|Unrealized gain (loss) on cash flow hedges |  |              | (1.4 | )          |  |      |     |      |  |   | (2.5 | ) |  |   | 0.6  |  
|Realization of losses on cash flow hedges  |  |              |     |            |  |      | 5.3  |      |  |   |     |   |  |   | 5.3  |  
|                                           |  |              |      |            |  |      |      |      |  |   |      |   |  |   |      |  
|Comprehensive income                       |  | $            | 48.2 |            |  | $    | 59.0 |      |  | $ | 54.4 |   |  | $ | 27.3 |  
|                                           |  |              |      |            |  |      |      |      |  |   |      |   |  |   |      |  

11



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##### Table of Contents





FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Note 8  Earnings Per
Share

The following is a reconciliation of the shares
used in the computation of basic and diluted earnings per share
for the three and six months ended June 30, 2003 and 2002
(in millions):

|                                                                                            |  |              |      |            |  |      |      |      |  |  |      |  |  |  |      | 
|------------------------------------------------------------------------------------------- |  | ------------ | ---- | ---------- |  | ---- | ---- | ---- |  |  | ---- |  |  |  | ---- | 
|                                                                                            |  |              |      |           
|                                                                                            |  | Three Months |      | Six Months
|                                                                                            |  | Ended        |      | Ended     
|                                                                                            |  | June 30,     |      | June 30,  
|                                                                                            |  |              |      |           
|                                                                                            |  | 2003         |      | 2002       |  | 2003 |      | 2002
|                                                                                            |  |              |      |            |  |      |      |     
|Weighted average common shares outstanding used
    in computing basic earnings per share   |  |              | 54.8 |            |  |      | 54.5 |      |  |  | 54.8 |  |  |  | 54.4 | 
|Common stock equivalents(a)                                                                 |  |              | 3.5  |            |  |      | 3.4  |      |  |  | 3.4  |  |  |  | 3.4  | 
|                                                                                            |  |              |      |            |  |      |      |      |  |  |      |  |  |  |      | 
|Weighted average common shares outstanding used
    in computing diluted earnings per share |  |              | 58.3 |            |  |      | 57.9 |      |  |  | 58.2 |  |  |  | 57.8 | 
|                                                                                            |  |              |      |            |  |      |      |      |  |  |      |  |  |  |      | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The weighted average amount of outstanding
    antidilutive common stock options excluded from the computation
    of diluted earnings per share for the three and six months ended
    June 30, 2003 was 1.6 million, and 1.6 million,
    respectively, and for the three and six months ended
    June 30, 2002 was 1.1 million and 1.3 million,
    respectively.

Note 9  Stock and Other
Plans

The Company measures compensation expense for its
stock-based employee compensation plans using the intrinsic
value method. The Company has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an
amendment of FASB Statement No. 123 (SFAS
No. 148). Had compensation expense for the
Companys stock option plans been determined based on the
fair value at the grant date, consistent with the methodology
prescribed under SFAS No. 148, the Companys net
income (loss) and income (loss) per share would have
approximated the pro forma amounts indicated below (in millions,
except per share amounts):

|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |       |  
|-------------------------------------------------------------------------------------------------------------------- | ------- | ------------ | ---- | ---------- |  | ---- | ---- | ---- |  | - | ---- | ---- |  | - | ----- | ----- | -
|                                                                                                                     |         |              |      |           
|                                                                                                                     |         | Three Months |      | Six Months
|                                                                                                                     |         | Ended        |      | Ended     
|                                                                                                                     |         | June 30,     |      | June 30,  
|                                                                                                                     |         |              |      |           
|                                                                                                                     |         | 2003         |      | 2002       |  | 2003 |      | 2002
|                                                                                                                     |         |              |      |            |  |      |      |     
|Net Income (loss), as reported                                                                                       |         | $            | 33.0 |            |  | $    | 20.1 |      |  | $ | 32.1 |      |  | $ | (6.2  | )    
|Deduct: Stock-based compensation expense
    determined using fair value based method for all awards, net of
    tax |         |              | (3.8 | )          |  |      | (1.5 | )    |  |   | (7.8 | )    |  |   | (4.0  | )    
|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|Net Income (loss), pro forma                                                                                         |         | $            | 29.2 |            |  | $    | 18.6 |      |  | $ | 24.3 |      |  | $ | (10.2 | )    
|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|Net Income (loss) per share                                                                                          |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|As reported:                                                                                                         |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|                                                                                                                     | Basic   |              | $    | 0.60       |  |      | $    | 0.37 |  |   | $    | 0.59 |  |   | $     | (0.12 | )
|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|                                                                                                                     | Diluted |              | $    | 0.57       |  |      | $    | 0.35 |  |   | $    | 0.55 |  |   | $     | (0.11 | )
|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|Pro forma:                                                                                                           |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|                                                                                                                     | Basic   |              | $    | 0.53       |  |      | $    | 0.34 |  |   | $    | 0.44 |  |   | $     | (0.19 | )
|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      
|                                                                                                                     | Diluted |              | $    | 0.50       |  |      | $    | 0.32 |  |   | $    | 0.42 |  |   | $     | (0.18 | )
|                                                                                                                     |         |              |      |            |  |      |      |      |  |   |      |      |  |   |       |      

12



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FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


The fair value of each stock option included in
the preceding pro forma amounts was estimated using the
Black-Scholes option-pricing model with the following weighted
average assumptions:

|                        |  |          |         |      |  |  |         |  
|----------------------- |  | -------- | ------- | ---- |  |  | ------- | -
|                        |  |         
|                        |  | June 30,
|                        |  |         
|                        |  | 2003     |         | 2002
|                        |  |          |         |     
|Risk free interest rate |  |          | 2.6     | %    |  |  | 3.8     | %
|Expected life of option |  |          | 5 years |      |  |  | 5 years |  
|Volatility              |  |          | 42      | %    |  |  | 47      | %
|Expected dividend yield |  |          | 0       | %    |  |  | 0       | %

Note 10  Segment
Information

The Company reports financial results on the
basis of three reportable segments: domestic distribution,
international distribution and laboratory workstations. The
domestic distribution segment manufactures, sells and
distributes products to three primary customer markets:
scientific research, clinical laboratory and industrial safety.
Additionally, this segment provides contract manufacturing and
custom chemical synthesis and pharmaceutical services for
phase III and phase IV clinical trials. The
international distribution segment sells and distributes
products primarily to the industrial and scientific research
markets. The laboratory workstations segment engages in the
manufacture and sale of laboratory furniture and fume hoods to
the scientific research, educational and medical laboratory
markets and in the manufacture and sale of consoles and
enclosures to the technology and financial markets.

Selected reportable segment financial information
for the three and six months ended June 30, 2003 and 2002
is presented below (in millions):

|       |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------ | - | ---------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |              |   |           
|       |                            | Three Months |   | Six Months
|       |                            | Ended        |   | Ended     
|       |                            | June 30,     |   | June 30,  
|       |                            |              |   |           
|       |                            | 2003         |   | 2002       |       | 2003 |   | 2002 
|       |                            |              |   |            |       |      |   |      
|Sales: |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |        
|       | Domestic distribution      |              | $ | 731.0      |       |      | $ | 700.7 |       |  | $ | 1,442.0 |         |  | $ | 1,370.8 |        
|       | International distribution |              |   | 125.2      |       |      |   | 109.0 |       |  |   | 246.8   |         |  |   | 220.6   |        
|       | Laboratory workstations    |              |   | 55.8       |       |      |   | 47.3  |       |  |   | 105.7   |         |  |   | 89.9    |        
|       | Eliminations               |              |   | (47.5      | )     |      |   | (47.1 | )     |  |   | (96.6   | )       |  |   | (95.9   | )      
|       |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total        |   | $          | 864.5 |      |   | $     | 809.9 |  |   | $       | 1,697.9 |  |   | $       | 1,585.4 | 
|       |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                            |              |                   |            |      |      |   |      |      |      |   |       |       |       |   |       |       |       | 
|----------------------- | -------------------------- | ------------ | ----------------- | ---------- | ---- | ---- | - | ---- | ---- | ---- | - | ----- | ----- | ----- | - | ----- | ----- | ----- | 
|                        |                            |              |                   |           
|                        |                            | Three Months |                   | Six Months
|                        |                            | Ended        |                   | Ended     
|                        |                            | June 30,     |                   | June 30,  
|                        |                            |              |                   |           
|                        |                            | 2003         |                   | 2002       |      | 2003 |   | 2002
|                        |                            |              |                   |            |      |      |   |     
|Income from operations: |                            |              |                   |            |      |      |   |      |      |      |   |       |       |       |   |      
|                        | Domestic distribution      |              | $                 | 56.8       |      |      | $ | 53.8 |      |      | $ | 108.2 |       |       | $ | 101.1 |      
|                        | International distribution |              |                   | 5.9        |      |      |   | 4.9  |      |      |   | 12.7  |       |       |   | 9.8   |      
|                        | Laboratory workstations    |              |                   | 3.8        |      |      |   | 2.8  |      |      |   | 6.4   |       |       |   | 4.5   |      
|                        | Eliminations               |              |                   | 0.5        |      |      |   | (0.3 | )    |      |   | 0.5   |       |       |   | (0.4  | )    
|                        |                            |              |                   |            |      |      |   |      |      |      |   |       |       |       |   |      
|                        |                            |              | Segment sub-total |            |      | 67.0 |   |      |      | 61.2 |   |       |       | 127.8 |   |       |       | 115.0 | 
|                        | Restructuring credits      |              |                   |           |      |      |   | (1.5 | )    |      |   |      |       |       |   | (1.5  | )    
|                        |                            |              |                   |            |      |      |   |      |      |      |   |       |       |       |   |      
|                        |                            | Total        |                   | $          | 67.0 |      |   | $    | 62.7 |      |   | $     | 127.8 |       |   | $     | 116.5 |      
|                        |                            |              |                   |            |      |      |   |      |      |      |   |       |       |       |   |      

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FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Note 11  Related Party

In March 2003, the Company recorded a charge of
$1.5 million to terminate the management agreement between
the Company and THL pursuant to which THL and certain of its
affiliates provided consulting and management advisory services.
This agreement was originally set to expire in 2005 and would
have resulted in fees totaling $1.8 million being paid to
THL for the period from the termination date through the end of
the original term of the agreement.

Note 12  Recent Accounting
Pronouncements

In May 2003, the FASB issued Statement of
Financial Accounting Standards No. 150, Accounting
for Certain Financial Instruments with Characteristics of both
Liabilities and Equity (SFAS 150).
SFAS 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of
both liabilities and equity. SFAS 150 is effective for all
financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003.
The adoption of this statement is not anticipated to have a
material effect on the Companys financial position or
results of operations.

In April 2003, the FASB issued Statement of
Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities (SFAS 149). SFAS 149
amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under Statement of
Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities.
SFAS 149 is effective for contracts entered into or
modified after June 30, 2003. The adoption of this
statement is not anticipated to have a material effect on the
Companys financial position or results of operations.

In January 2003, the FASB issued Interpretation
No. 46, Consolidation of Variable Interest
Entities. This interpretation defines when a business
enterprise must consolidate a variable interest entity. This
interpretation applies immediately to variable interest entities
created after January 31, 2003. This interpretation applies
in the first fiscal year or interim period beginning after
June 15, 2003, to entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003.
The adoption of this interpretation is not anticipated to have a
material effect on the Companys financial position or
results of operations.

Note 13  Subsequent
Events

On June 26, 2003, the Company announced its
intent to acquire Perbio Science AB (Perbio), a
publicly traded Swedish company listed on the Stockholm Stock
Exchange for an aggregate purchase price of approximately
$714 million (including the refinancing of approximately
$40 million of Perbio indebtedness but excluding fees and
expenses related to the transaction). This acquisition is
referred to in this report as the Perbio
Acquisition. On July 10, 2003 the Company launched a
tender offer outside the U.S. for the shares of Perbio at a
price of Swedish Krone (SEK) 142.5 per share
(approximately $17.97 per share based on the June 26, 2003
exchange rate). All of Perbios directors and officers have
agreed to tender their shares into the Companys tender
offer. The Companys tender offer is scheduled to expire on
August 14, 2003, unless extended by the Company. The Perbio
Acquisition is subject to tender conditions and there can be no
assurance that the transaction will be consummated. Perbio
manufactures and sells consumable tools for protein related
research and protein-based biopharma drug production, primarily
to customers within the United States.

On July 7, 2003, the Company offered and
sold, in a private placement and pursuant to Rule 144A,
$300 million principal amount of 2.50 percent
convertible senior notes due 2023. The Company expects to use
the net proceeds from the sale of the convertible senior notes
to fund a portion of the cash consideration for the

14



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FISHER SCIENTIFIC INTERNATIONAL INC.




NOTES TO FINANCIAL
STATEMENTS  (Continued)


(Unaudited)


Perbio Acquisition. The remaining purchase price
will be funded by existing bridge financing commitments,
existing unused borrowing capacity under existing facilities
and/or the proceeds of other financings. If the Perbio
Acquisition is not consummated, the Company will use the net
proceeds from the offering of the convertible senior notes for
general corporate purposes, which may include the repayment of
certain debt.

On August 1, 2003, the Company commenced an
offering of $200 million aggregate principal amount of its
senior subordinated notes due 2013, the proceeds of which will
also be used to finance a portion of the Perbio Acquisition. In
addition, the Company expects to borrow up to an additional
$250 million of term loans under its senior secured credit
facility as part of the financing of the purchase price of
Perbio.

On July 22, the Company launched an exchange
offer for the notes it issued in January 2003, which is
scheduled to expire on August 21, 2003, unless extended by
the Company.

15



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|         |                                                                                          
|-------- | -----------------------------------------------------------------------------------------
|Item 2  | Managements Discussion and Analysis
    of Results of Operations and Financial Condition

This Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Companys actual results could
differ materially from those set forth in the forward-looking
statements. Certain factors that might cause such a difference
include those discussed in the section entitled
Managements Discussion and Analysis of Results of
Operations and Financial Condition  Cautionary
Factors Regarding Forward-Looking Statements contained in
the Companys Form 10-K for the year ended
December 31, 2002. The Company undertakes no obligation to
publicly update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in the report
might not occur.

Overview

We report financial results on the basis of three
reportable segments: domestic distribution, international
distribution and laboratory workstations. The domestic
distribution segment manufactures, sells and distributes
products to three primary customer markets: scientific research,
clinical laboratory and industrial safety. Additionally, this
segment provides contract manufacturing, chemical manufacturing
and custom chemical synthesis and pharmaceutical services for
phase III and phase IV clinical trials. The
international distribution segment sells and distributes
products primarily to the industrial and scientific research
markets. The laboratory workstations segment engages in the
manufacture and sale of laboratory furniture and fume hoods to
the scientific research, educational and medical laboratory
markets and in the manufacture and sale of consoles and
enclosures to the technology and financial industries.

In January 2003, we issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due May 2012 pursuant to Rule 144A and
Regulation S of the Securities Act of 1933. In February
2003, we entered into a new credit facility agreement that
includes a five-year revolving facility that provides for
initial borrowings of $175 million and a seven-year
$400 million term loan. The proceeds from the term loan,
together with proceeds from the 8 1/8 percent senior
subordinated notes, were used to refinance our outstanding
$600 million 9 percent senior subordinated notes
maturing in 2008. In February 2003, we also entered into a new
receivables securitization facility that provides for the sale,
on a revolving basis, of certain accounts receivable of up to
$225 million. As a result of the refinancing, we recorded a
charge of $45.6 million in the first quarter of 2003
consisting of $27.3 million of call premiums and
$18.3 million of deferred financing and other costs
associated with calling the 9 percent senior subordinated
notes.

On June 26, 2003, we announced our intent to
acquire Perbio Science AB (Perbio), a publicly
traded Swedish company listed on the Stockholm Stock Exchange
for an aggregate purchase price of approximately
$714 million (including the refinancing of approximately
$40 million of Perbio indebtedness but excluding fees and
expenses related to the transaction). This acquisition is
referred to in this report as the Perbio
Acquisition. On July 10, 2003 we launched a tender
offer outside the U.S. for the shares of Perbio at a price of
Swedish Krone (SEK) 142.5 per share (approximately
$17.97 per share based on the June 26, 2003 exchange rate).
All of Perbios directors and officers have agreed to
tender their shares into the Companys tender offer. The
Companys tender offer is scheduled to expire on
August 14, 2003, unless extended by the Company. The Perbio
Acquisition is subject to tender conditions and there can be no
assurance that the transaction will be consummated. Perbio
manufactures and sells consumable tools for protein related
research and protein-based biopharma drug production, primarily
to customers within the United States.

On July 7, 2003, we offered and sold, in a
private placement and pursuant to Rule 144A,
$300 million principal amount of 2.50 percent
convertible senior notes due 2023. We expect to use the net
proceeds from the sale of the convertible senior notes to fund a
portion of the cash consideration for the Perbio Acquisition. If
the Perbio Acquisition is not consummated, we will use the net
proceeds from the offering of the convertible senior notes for
general corporate purposes, which may include the repayment of
certain debt.

On August 1, 2003, we commenced an offering
of $200 million aggregate principal amount of its senior
subordinated notes due 2013, the proceeds of which will also be
used to finance a portion of the Perbio

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##### Table of Contents



Acquisition. In addition, we expect to borrow up
to an additional $250 million of term loans under its
senior secured credit facility as part of the financing of the
purchase price of Perbio.


On July 22, we launched an exchange offer
for the notes we issued in January 2003, which is scheduled to
expire on August 21, 2003, unless extended by us.

Results of Operations

The following table sets forth our sales and
income from operations by reportable segment for the three and
six months ended June 30, 2003 and 2002 (in millions):

|       |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------ | - | ---------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |              |   |           
|       |                            | Three Months |   | Six Months
|       |                            | Ended        |   | Ended     
|       |                            | June 30,     |   | June 30,  
|       |                            |              |   |           
|       |                            | 2003         |   | 2002       |       | 2003 |   | 2002 
|       |                            |              |   |            |       |      |   |      
|Sales: |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |        
|       | Domestic distribution      |              | $ | 731.0      |       |      | $ | 700.7 |       |  | $ | 1,442.0 |         |  | $ | 1,370.8 |        
|       | International distribution |              |   | 125.2      |       |      |   | 109.0 |       |  |   | 246.8   |         |  |   | 220.6   |        
|       | Laboratory workstations    |              |   | 55.8       |       |      |   | 47.3  |       |  |   | 105.7   |         |  |   | 89.9    |        
|       | Eliminations               |              |   | (47.5      | )     |      |   | (47.1 | )     |  |   | (96.6   | )       |  |   | (95.9   | )      
|       |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total        |   | $          | 864.5 |      |   | $     | 809.9 |  |   | $       | 1,697.9 |  |   | $       | 1,585.4 | 
|       |                            |              |   |            |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                            |                   |   |            |      |      |   |      |      |  |   |       |       |  |   |       |       | 
|----------------------- | -------------------------- | ----------------- | - | ---------- | ---- | ---- | - | ---- | ---- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                        |                            |                   |   |           
|                        |                            | Three Months      |   | Six Months
|                        |                            | Ended             |   | Ended     
|                        |                            | June 30,          |   | June 30,  
|                        |                            |                   |   |           
|                        |                            | 2003              |   | 2002       |      | 2003 |   | 2002
|                        |                            |                   |   |            |      |      |   |     
|Income from operations: |                            |                   |   |            |      |      |   |      |      |  |   |       |       |  |   |      
|                        | Domestic distribution      |                   | $ | 56.8       |      |      | $ | 53.8 |      |  | $ | 108.2 |       |  | $ | 101.1 |      
|                        | International distribution |                   |   | 5.9        |      |      |   | 4.9  |      |  |   | 12.7  |       |  |   | 9.8   |      
|                        | Laboratory workstations    |                   |   | 3.8        |      |      |   | 2.8  |      |  |   | 6.4   |       |  |   | 4.5   |      
|                        | Eliminations               |                   |   | 0.5        |      |      |   | (0.3 | )    |  |   | 0.5   |       |  |   | (0.4  | )    
|                        |                            |                   |   |            |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                            | Segment sub-total |   |            | 67.0 |      |   |      | 61.2 |  |   |       | 127.8 |  |   |       | 115.0 | 
|                        | Restructuring credits      |                   |   |           |      |      |   | (1.5 | )    |  |   |      |       |  |   | (1.5  | )    
|                        |                            |                   |   |            |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                            | Total             |   | $          | 67.0 |      |   | $    | 62.7 |  |   | $     | 127.8 |  |   | $     | 116.5 | 
|                        |                            |                   |   |            |      |      |   |      |      |  |   |       |       |  |   |      



| |      
| | -----
| | Sales

Sales for the three and six months ended
June 30, 2003 increased 6.7 percent and
7.1 percent to $864.5 million and
$1,697.9 million, respectively, from $809.9 million
and $1,585.4 million for the comparable periods in 2002.
Excluding $20.7 million and $39.3 million for the
effect of foreign exchange, sales for the three and six months
ended June 30, 2003 were $843.8 million and
$1,658.6 million, respectively, an increase of
4.2 percent and 4.6 percent over the comparable
periods in 2002. For the three and six months ended
June 30, 2003, the effect of acquisitions completed in 2002
was approximately 1 percent of sales growth. The increase
in sales reflects growth in our domestic distribution segment
partially offset by a decrease in international distribution
sales. Excluding the effect of foreign exchange and any effect
the Perbio Acquisition may have, we continue to expect full year
sales growth to range between 4 percent and 6 percent
for 2003.

Sales in the domestic distribution segment
increased 4.3 percent and 5.2 percent to
$731.0 million and $1,442.0 million for the three and
six months ended June 30, 2003, respectively. Excluding a
$6.0 million favorable effect of foreign exchange for the
three months ended June 30, 2003, sales were
$725.0 million, an increase of 3.5 percent over the
prior year second quarter. The sales growth in our domestic
distribution segment is primarily attributable to growth in the
clinical laboratory and domestic preparedness markets, with

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low single digit growth in the scientific
research market due to a decline in sales to our biotechnology
customers. We are forecasting full year domestic distribution
sales growth to range between 4.5 percent and
6.5 percent for 2003.


Sales in the international distribution segment
increased 14.9 percent and 11.9 percent to
$125.2 million and $246.8 million for the three and
six months ended June 30, 2003, respectively. Excluding a
$15.5 million favorable effect of foreign exchange for the
three months ended June 30, 2003, sales were
$109.7 million, an increase of approximately 1 percent
over the prior year second quarter. Excluding a
$29.6 million favorable effect of foreign exchange for the
six months ended June 30, 2003, sales were
$217.2 million, a decrease of approximately 1 percent
over the prior year period. The decrease is primarily a result
of the continued European economic slowdown and reduced
government research funding resulting from increased government
deficits. We are forecasting the full year international
distribution sales growth rate to range between 0 percent
and 3 percent for 2003, excluding the effect of foreign
exchange.

Sales in the laboratory workstations segment
increased 18.0 percent and 17.6 percent to
$55.8 million and $105.7 million for the three and six
months ended June 30, 2003, respectively. Laboratory
workstations is a project-based business which operates off of a
backlog, a majority of which may be shipped in less than one
year. Delivery and installation of projects, which are driven by
the timing of construction projects, results in a corresponding
reduction in backlog. Although our backlog remains stable at
$109 million, we are forecasting full year laboratory
workstations sales growth to range between 4 percent and
5 percent.



| |             
| | ------------
| | Gross Profit

Gross profit for the three and six months ended
June 30, 2003 increased 6.7 percent and
6.6 percent to $227.8 million, or 26.4 percent of
sales, and $446.3 million, or 26.3 percent of sales,
respectively, from $213.5 million, or 26.4 percent of
sales, and $418.6 million, or 26.4 percent of sales,
for the comparable periods in 2002. The change in gross profit
as a percentage of sales was attributable to changes volume and
product and service mix. We are forecasting gross profit as a
percentage of sales for the full year to remain consistent with
results for the six months ended June 30, 2003, excluding
any effect of the Perbio Acquisition.



| |                                                
| | -----------------------------------------------
| | Selling, General and Administrative
    Expense

Selling, general and administrative expense
increased 5.6 percent and 4.9 percent to
$160.8 million, or 18.6 percent of sales, and
$318.5 million, or 18.8 percent of sales, for the
three and six months ended June 30, 2003, respectively,
from $152.3 million, or 18.8 percent of sales, and
$303.6 million, or 19.2 percent of sales, for the
corresponding periods in 2002. The decrease in selling, general
and administrative expense as a percentage of sales was
primarily attributable to benefits realized from the full
integration of Cole-Parmer and continued fixed cost leverage
within our existing businesses. We anticipate selling, general
and administrative expense as a percentage of sales for the
remainder of 2003 to remain consistent with second quarter
levels, excluding any effect of the Perbio Acquisition.



| |                      
| | ---------------------
| | Restructuring Credits

We recorded a net restructuring credit of
$1.5 million in the quarter ended June 30, 2002
related to our 2001 restructuring plans. The restructuring
credit is primarily related to a reduction in estimated
severance costs of approximately $1.6 million due to the
benefit of attrition as well as outplacement costs being less
than anticipated.



| |                       
| | ----------------------
| | Income from Operations

Income from operations increased to
$67.0 million, or 7.8 percent of sales, and
$127.8 million, or 7.5 percent of sales, for the three
and six months ended June 30, 2003, respectively, from
$62.7 million, or 7.7 percent of sales, and
$116.5 million, or 7.4 percent of sales, for the
comparable periods in 2002. Excluding the restructuring credit
of $1.5 million, as discussed above, for the three and six
months ended June 30, 2002, income from operations was
$61.2 million, or 7.6 percent of sales, and
$115.0 million, or 7.3 percent of sales, respectively.
The increase in income from operations as a percentage of sales
was primarily attributable to an

18



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##### Table of Contents



improvement in domestic and international
distribution gross profit as well as an improvement in selling
general and administrative expenses. We are forecasting income
from operations as a percentage of sales to range between
7.7 percent and 7.9 percent for 2003, excluding any
effect of the Perbio Acquisition.


Income from operations in the domestic
distribution segment increased to $56.8 million, or
7.8 percent of sales, and $108.2 million, or
7.5 percent of sales, for the three and six months ended
June 30, 2003, respectively, from $53.8 million, or
7.7 percent of sales, and $101.1 million, or
7.4 percent of sales, for the comparable periods in 2002.
The increase in income from operations as a percentage of sales
for the domestic distribution segment was attributable to the
completion of the integration of Cole-Parmer and continued
fixed-cost leverage within our existing businesses. We are
forecasting income from operations as a percentage of segment
sales to range between 7.6 percent to 7.8 percent for
2003.

Income from operations in the international
distribution segment increased to $5.9 million, or
4.7 percent of sales, and $12.7 million, or
5.1 percent of sales, for the three and six months ended
June 30, 2003, respectively, from $4.9 million, or
4.5 percent of sales, and $9.8 million, or
4.4 percent of sales, for the comparable periods in 2002.
Income from operations for the three and six months ended
June 30, 2003 increased primarily due to an improvement in
gross margin as we continue to focus on margin improvement
initiatives. We are forecasting income from operations as a
percentage of segment sales to range between 5.5 percent to
6.0 percent for 2003.

Income from operations in the laboratory
workstations segment increased to $3.8 million, or
6.8 percent of sales, and $6.4 million, or
6.1 percent of sales, for the three and six months ended
June 30, 2003, respectively, from $2.8 million, or
5.9 percent of sales, and $4.5 million, or
5.0 percent of sales, for the comparable periods in 2002.
Operating income in the laboratory workstations segment
increased primarily from an increase in sales volume. We are
forecasting income from operations as a percentage of segment
sales to range between 5.5 percent to 6.0 percent for
2003.



| |                 
| | ----------------
| | Interest Expense

Interest expense decreased $6.3 million and
$7.9 million to $16.6 million and $38.9 million
for the three and six months ended June 30, 2003,
respectively. The decrease in interest expense is primarily due
to the debt refinancing in April 2002 and January 2003 and an
overall decrease in interest rates.



| |                   
| | ------------------
| | Other Expense, net

Other expense, net, for the three and six months
ended June 30, 2003 was $3.2 million and
$47.6 million, compared to $11.9 million and
$11.8 million for the comparable periods in 2002. For the
six months ended June 30, 2003, other expense, net,
includes a charge of $45.6 million, consisting of
$27.3 million of call premiums and $18.3 million of
deferred financing charges, a $3.7 million charge to
mark-to-market certain financial instruments, offset by
$1.4 million of dividend income from an investment in
preferred stock. In connection with our note offering in 2002,
we recorded a charge in other expense in the second quarter of
2002 for $11.2 million consisting of $7.1 million of
fixed-swap unwind costs and $4.1 million of deferred
financing and other costs associated with the retirement of bank
term debt.



| |                     
| | --------------------
| | Income Tax Provision

We recorded an income tax provision of
$14.2 million and $9.2 million for the three and six
months ended June 30, 2003, compared with a
$7.8 million income tax provision and $18.0 million
income tax provision for the corresponding periods in 2002. The
effective income tax rate for the six-month period ended
June 30, 2003 was 30 percent compared with
32 percent for the corresponding period in 2002. The
reduction was predominantly due to the effect of continued tax
planning.



| |                                           
| | ------------------------------------------
| | Cumulative Effect of Accounting
    Change

In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142).

19



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SFAS 142 requires the use of a
nonamortization approach to account for goodwill and
indefinite-lived intangible assets. Under the nonamortization
approach, goodwill and indefinite-lived intangible assets will
not be amortized but instead reviewed for impairment and written
down with a resulting charge to operations in the period in
which the recorded value of goodwill and indefinite-lived
intangible assets is more than its fair value. The adoption of
SFAS 142 required us to reassess the useful lives and
residual values of all intangible assets and make any necessary
amortization adjustments. Based on that assessment, no
adjustments were made to the amortization period or residual
values of our intangible assets. Additionally, SFAS 142
required the Company to perform an evaluation of whether
goodwill and indefinite-lived intangible assets were impaired as
of January 1, 2002, the effective date of the statement for
the Company. Upon completion of the evaluation, the Company
determined that no impairment existed for its indefinite-lived
intangible assets.

SFAS 142 provided a six-month transitional
period from the effective date of adoption to perform our
initial assessment of whether an indication of goodwill
impairment existed. This initial assessment compared the fair
value of the reporting unit to its carrying value, including
goodwill. Fair value was determined using a combination of
discounted cash flow and multiple of earnings valuation
techniques. To the extent that the fair value was less than the
carrying value, the Company was required to perform a second
test to measure the amount of the goodwill impairment, if any.

During the second quarter of 2002, the Company
completed its transitional assessment in accordance with these
tests and determined that goodwill was impaired as of
January 1, 2002. As a result, the Company recorded a
non-cash charge of $63.8 million ($46.1 million, net
of tax) in the Companys statement of operations,
reflecting the cumulative effect of the accounting change to
adjust goodwill to fair-value. The international distribution
segment and laboratory workstations segment accounted for
$19.7 million and $44.1 million of the charge,
respectively.

Liquidity and Capital Resources

For the six months ended June 30, 2003, we
generated cash from operating activities of $100.0 million
compared with $65.6 million for the same period in 2002.
The increase in cash provided by operating activities is
primarily due to an increase in earnings and continued
improvements in working capital management. We expect cash flow
from operations to be $180 million to $190 million for
2003, excluding any effect of the Perbio Acquisition.

During the six months ended June 30, 2003,
we used $40.2 million of cash for investing activities
compared with $16.4 million for the same period in 2002.
The increase in cash used for investing activities is primarily
attributable to capital spending for our chemical manufacturing
capabilities and our new West Coast warehouse and the purchase
of certain financial instruments. We expect to invest
approximately $60.0 million in capital expenditures for
2003, reflecting continued investments in our chemicals
manufacturing and pharmaceutical services capacity.

During the six months ended June 30, 2003,
financing activities used $51.6 million of cash compared
with $82.3 million of cash for the same period in 2002. The
cash used in financing activities is primarily attributable to
the payment of a $27.3 million call premium to redeem our
9 percent senior subordinated notes due 2008 related to the
issuance and sale of our 8 1/8percent senior subordinated
notes and approximately $12.7 million in deferred financing
costs.

In January 2003, we issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due in May 2012 at a premium resulting in an effective
yield of 7.4 percent. These notes were offered as
additional debt securities under the indenture, pursuant to
which, in April 2002, we issued and sold $150 million of
8 1/8 percent senior subordinated notes due 2012. On
July 22, 2003, we launched an exchange offer for the notes
we issued in January 2003, which is scheduled to expire on
August 21, 2003, unless extended by the Company.

In February 2003, we entered into a new credit
facility, replacing the credit facility entered into in January
1998 (the Credit Facility) with a group of financial
institutions, consisting of the Term Facility and a
$175 million revolving credit facility (the Revolving
Facility). The Credit Facility limits our ability to pay
cash dividends to $75 million plus 50 percent of cumulative
consolidated net income earned since January 1,

20



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2003, that after giving effect to such payment,
the total leverage ratio shall not exceed 3.50 to 1.0. The
Revolving Facility includes a sub-limit for the issuance of
letters of credit. Commitments under the Revolving Facility
expire on March 31, 2008. The Term Facility requires us to
make quarterly repayments of principal equal to $1 million
through March 31, 2009, and quarterly repayments of
principal equal to $94 million beginning June 30, 2009
through the maturity of the Term Facility on March 31, 2010.


Our principal financial covenants under the
Credit Facility currently as amended are (i) a maximum
Total Leverage Ratio of 4.75 to 1.0, (ii) a maximum Senior
Leverage Ratio of 3.75 to 1.0, and (iii) a minimum Cash
Interest Expense Coverage Ratio of 2.75 to 1.0 with respect to
the fiscal quarters in our 2003 fiscal year. These ratios get
adjusted for fiscal quarters in subsequent fiscal years. In
addition, the Credit Facility contains certain other financial
covenants of the Company and the subsidiary borrowers,
including, restrictions on (i) indebtedness, (ii) the
incurrence of liens, (iii) loans and investments,
(iv) the sale of assets, (v) mergers, acquisitions and
other business combinations, (vi) the payment of cash
dividends to shareholders and (vii) limitations on capital
expenditure. As of June 30, 2003, we were in compliance
with all covenants as amended under the Credit Agreement. We
have no rating triggers under our Credit Facility.

Proceeds from the 8 1/8 percent senior
subordinated notes issued and sold in January 2003, together
with proceeds from the Term Facility, were used to refinance the
Companys 9 percent senior subordinated notes due in
2008.

In February 2003, we entered into a
$225 million receivables securitization facility
(Receivables Securitization), which provides for the
sale, on a revolving basis, of all of the accounts receivable of
Fisher Scientific Company L.L.C., Cole-Parmer Instrument
Company, Fisher Clinical Services Inc., and Fisher Hamilton
L.L.C. to FSI Receivables Company LLC (FSI), a
special purpose, bankruptcy remote indirect wholly owned
subsidiary of the Company.

In April 2003, we entered into various pay-fixed
interest rate swaps to hedge a portion of the variability of
cash flows related to changes in interest rates on borrowings of
variable rate debt obligations. The interest rate swaps have a
total notional value of $200 million and expire at various
dates between March 2008 and March 2010.

In June 2003, we announced our intent to acquire
Perbio Science AB (Perbio), a publicly traded
Swedish company listed on the Stockholm Stock Exchange for an
aggregate purchase price of approximately $714 million
(including the refinancing of approximately $40 million of
Perbio indebtedness but excluding fees and expenses related to
the transaction). This acquisition is referred to in this report
as the Perbio Acquisition. On July 10, 2003 the
Company launched a tender offer outside the U.S. for the shares
of Perbio at a price of Swedish Krone (SEK) 142.5
per share (approximately $17.97 per share based on the
June 26, 2003 exchange rate). All of Perbios
directors and officers have agreed to tender their shares into
the Companys tender offer. The Companys tender offer
is scheduled to expire on August 14, 2003, unless extended
by the Company. The Perbio Acquisition is subject to tender
conditions and there can be no assurance that the transaction
will be consummated. Perbio manufactures and sells consumable
tools for protein related research and protein-based biopharma
drug production, primarily to customers within the United States.

On July 7, 2003, we sold in a private
offering $300 million of 2.50 percent convertible
senior notes due October 1, 2023. The proceeds from the
sale of these notes will be used to fund a portion of the Perbio
Acquisition. In the event the Perbio Acquisition is not closed,
the proceeds will be used for general corporate purposes, which
may include the repayment of certain debt. The notes are
convertible into shares of our common stock under certain
circumstances, including: if the price of our common stock
reaches, or the trading price of the notes falls below,
specified thresholds; if we call the note for redemption; upon
the occurrence of specified corporate transactions; or if the
credit ratings assigned to the notes decline below certain
levels. Upon conversion, we will have the right to deliver, in
lieu of common stock, cash or a combination of cash and common
stock. Note holders will be able to convert on any date on or
prior to October 1, 2018, if the closing price of the
common stock for at least 20 days in a 30-day period
exceeds 120 percent of the then current conversion price of
the notes. Note holders will be able to convert after
October 1, 2018, if the closing price of the common stock
exceeds 120 percent of the then current conversion

21



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##### Table of Contents



price. Interest will be paid on the notes on
April 1 and October 1 of each year, starting on
October 1, 2003. On or after October 1, 2010, we have
the option to redeem all or a portion of the notes that have not
been previously converted or repurchased. The holders of the
notes may require their repurchase, subject to certain
conditions, on October 1, 2010, October 1, 2015 and
October 1, 2020 or upon change of control.


In addition, on August 1, 2003, the Company
commenced an offering of $200 million aggregate principal
amount of its senior subordinated notes due 2013, the proceeds
of which will also be used to finance the Perbio Acquisition.

The Company expects to borrow up to an additional
$250 million of incremental term loans (the
Incremental Term Facility) under its senior secured
facility as part of the purchase price for Perbio. In the event
the Perbio Acquisition is not consummated, the loan will not be
drawn down. The Incremental Term Facility will mature on
March 31, 2010.

On July 22, 2003, the Company launched an
exchange offer for the notes it issued in January 2003, which is
scheduled to expire on August 21, 2003, unless extended by
the Company.

The following table summarizes maturities for our
significant financial obligations as of June 30, 2003 (in
millions):

|                          |                               |                        |       |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |       |       | 
|------------------------- | ----------------------------- | ---------------------- | ----- | --------- |  | ----- | ---- | ----- |  | --------- | ----- | ----- |  | - | ---- | ---- |  | - | ----- | ----- | 
|                          |                               |                       
|                          |                               | Payments Due by Period
|                          |                               |                       
|                          |                               |                        |       | Less than |  | 1-3   |      | 3-5   |  | More than
|                          |                               | Total                  |       | 1 Year    |  | Years |      | Years |  | 5 Years  
|                          |                               |                        |       |           |  |       |      |       |  |          
|Long-Term Debt            |                               | $                      | 919.5 |           |  | $     |     |       |  | $         | 161.3 |       |  | $ | 9.5  |      |  | $ | 748.7 |      
|Operating Leases          |                               |                        | 133.3 |           |  |       | 24.0 |       |  |           | 35.4  |       |  |   | 26.2 |      |  |   | 47.7  |      
|                          |                               |                        |       |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |       |      
|                          | Total Contractual Obligations |                        |       | 1,052.8   |  |       |      | 24.0  |  |           |       | 196.7 |  |   |      | 35.7 |  |   |       | 796.4 | 
|Standby letters of credit |                               |                        | 27.7  |           |  |       | 27.7 |       |  |           |      |       |  |   |     |      |  |   |      |      
|                          |                               |                        |       |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |       |      
|                          | Total Obligations             |                        | $     | 1,080.5   |  |       | $    | 51.7  |  |           | $     | 196.7 |  |   | $    | 35.7 |  |   | $     | 796.4 | 
|                          |                               |                        |       |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |       |      

We expect to satisfy our short-term funding
requirements from free operating cash flow, together with cash
and cash equivalents on hand or available through the Credit
Facility and the Receivables Securitization Facility. A change
in demand for our goods and services, while unlikely, would
reduce free operating cash flow available to fund our
operations. If such a decrease in demand were significant and
free operating cash flow were reduced significantly, we could
utilize the Receivables Securitization facility to the extent
that we have qualified receivables to sell through the facility.
We believe that these funding sources are sufficient to meet our
ongoing operating, capital expenditure and debt service
requirements for at least the next twelve months. Cash
requirements for periods beyond the next twelve months depend on
our profitability, our ability to manage working capital
requirements and our growth rate. We may seek to raise
additional funds from public or private debt or equity
financings, or from other sources for general corporate purposes
or for the acquisition of Perbio or other businesses or
products. There can be no assurance that additional funds will
be available at all, or that if available, will be obtained at
terms favorable to us. Additional financing could also be
dilutive.

Critical Accounting Policies

The discussion and analysis of our financial
condition and results of operations are based on our
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. Management
continuously evaluates its estimates and judgments, including,
among others, those related to product returns, warranty
obligations, bad debts, inventory obsolescence, intangible
assets, income taxes, retirement and insurance costs, and
contingencies and litigation. Those estimates and assumptions
are based on our historical experience, our observance of trends
in the industry, and various other factors that are believed to
be reasonable under the circumstances and form the basis for
making judgments about the carrying values of assets and
liabilities that are not readily apparent from

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other sources. Actual results may differ from
these estimates under different assumptions or conditions. Refer
to Item 7  Managements Discussion
and Analysis of Results of Operations and Financial
Condition in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002 and for
the companys critical accounting policies.


Recent Accounting Pronouncements

In May 2003, the FASB issued Statement of
Financial Accounting Standards No. 150, Accounting
for Certain Financial Instruments with Characteristics of both
Liabilities and Equity (SFAS 150).
SFAS 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of
both liabilities and equity. SFAS 150 is effective for all
financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003.
The adoption of this statement is not anticipated to have a
material effect on the Companys financial position or
results of operations.

In April 2003, the FASB issued Statement of
Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities (SFAS 149). SFAS 149 amends and
clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities under Statement of Financial Accounting
Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS 149 is effective
for contracts entered into or modified after June 30, 2003.
The adoption of this statement is not anticipated to have a
material effect on the Companys financial position or
results of operations.

In January 2003, the FASB issued Interpretation
No. 46, Consolidation of Variable Interest
Entities. This interpretation defines when a business
enterprise must consolidate a variable interest entity. This
interpretation applies immediately to variable interest entities
created after January 31, 2003. This interpretation applies
in the first fiscal year or interim period beginning after
June 15, 2003, to entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003.
The adoption of this Interpretation is not anticipated to have a
material effect on the Companys financial position or
results of operations.






|         |                                                               
|-------- | --------------------------------------------------------------
|Item 3  | Quantitative and Qualitative Disclosures
    About Market Risk

We operate manufacturing and logistical
facilities as well as offices around the world and utilize fixed
and floating rate debt to finance global operations. As a
result, we are subject to business risks inherent in non-U.S.
activities, including political and economic uncertainty, import
and export limitations, and market risk related to changes in
interest rates and foreign currency exchange rates. We believe
the political and economic risks related to foreign operations
are mitigated due to the stability of the countries in which our
largest foreign operations are located.

In the normal course of business, we use
derivative financial instruments, including interest rate swaps
and options and foreign currency forward exchange contracts and
options, and commodity swaps and options to manage market risks.
The objective in managing our exposure to changes in interest
rates is to limit the impact of these changes on earnings and
cash flow and to lower our overall borrowing costs. The
objective in managing our exposure to changes in foreign
currency exchange rates is to reduce volatility on earnings and
cash flow associated with these changes. The objective in
managing our exposure to energy commodities is to reduce our
volatility on earnings and cash flow associated with these
changes. Our principal currency exposures are in the major
European currencies and in the Canadian dollar. We do not hold
derivatives for trading purposes.

We measure our market risk related to our
holdings of financial instruments based on changes in interest
rates, foreign currency rates and commodities utilizing
sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on
a hypothetical 10 percent change in these market rates. We
used market rates as of June 30, 2003 on our financial
instruments to perform the sensitivity analysis. We do not
include items such as lease contracts, insurance contracts, and
obligations for pension and other post-retirement benefits in
the analysis.

23



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##### Table of Contents



Our primary interest rate exposures relate to
cash, fixed and variable rate debt and interest rate swaps and
options. The potential loss in fair values is based on an
immediate change in the net present values of our interest rate
sensitive exposures resulting from a 10 percent change in
interest rates. The potential loss in cash flows and earnings is
based on the change in the net interest income/expense over a
one-year period due to an immediate 10 percent change in
rates. A hypothetical 10 percent change in interest rates
would not have had a material impact on our fair values, cash
flows or earnings for the three and six months ended
June 30, 2003 and 2002.

Our primary currency rate exposures relate to our
intercompany debt, foreign cash and foreign currency forward and
option contracts. The potential loss in fair values is based on
an immediate change in the U.S. dollar equivalent balances
of our currency exposures due to a 10 percent shift in
exchange rates. The potential loss in cash flows and earnings is
based on the change in cash flow and earnings over a one-year
period resulting from an immediate 10 percent change in
currency exchange rates. A hypothetical 10 percent change in the
currency exchange rates would not have had a material impact on
the fair values, cash flows or earnings for the three and six
months ended June 30, 2003 and 2002.

Our primary commodity exposures relate to our use
of diesel fuel for transportation and natural gas for
manufacturing and heating purpose, as well as swaps and options.
The potential loss in fair values is based on an immediate
change in the net present value of our commodity exposures
resulting from a 10 percent change in market rates. The
potential loss in cash flows and earnings would not have had a
material impact on our fair values, cash flows or earnings for
the three and six months ended June 30, 2003 and 2002






|         |                        
|-------- | -----------------------
|Item 4  | Controls and Procedures

As of the end of the period covered by this
quarterly report, an evaluation of the effectiveness of the
Companys disclosure controls and procedures (pursuant to
Rule 13a-14(c) under the Securities Exchange Act of 1934,
as amended) was carried out by management, under the supervision
of the Companys Chief Executive Officer and Chief
Financial Officer. Based on that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the
design and operation of the Companys disclosure controls
and procedures are effective in timely alerting them to material
information relating to the Company that is required to be
included in the Companys periodic SEC filings. In
addition, there have been no significant changes in the
Companys internal controls or in other factors that could
significantly affect the internal controls subsequent to the
date of the previously mentioned evaluation.

24



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##### Table of Contents






PART II  OTHER
INFORMATION






|         |                                                        
|-------- | -------------------------------------------------------
|Item 4  | Submission of Matters to a Vote of Security
    Holders

(a)     The annual
meeting of stockholders of the Company was held on May 2,
2003.

(b)     At the annual
meeting, Anthony J. DiNovi, Paul M. Montrone and Scott M.
Sperling were each elected as directors of the Company for a
three-year term expiring at the Annual Meeting in 2006 and until
his successor has been elected and duly qualified.
Dr. Charles A. Sanders was elected as a director of the
Company for a one-year term expiring at the Annual Meeting in
2004 and until his successor has been elected and duly qualified.

(c)     The results of
the voting on the proposals considered at the annual meeting of
stockholders are as follows:



| |                                 
| | --------------------------------
| | 1.     Election of
    Directors

|                         |  |           |            |               |  |                 |           |  |  |  |   | 
|------------------------ |  | --------- | ---------- | ------------- |  | --------------- | --------- |  |  |  | - | 
|                         |  | Votes For |            | Votes Against |  | Votes Abstained
|                         |  |           |            |               |  |                
|Anthony J. DiNovi        |  |           | 48,978,356 |               |  |                 | 339,310   |  |  |  |  | 
|Paul M. Montrone         |  |           | 47,568,759 |               |  |                 | 1,748,907 |  |  |  |  | 
|Scott M. Sperling        |  |           | 48,277,347 |               |  |                 | 1,040,319 |  |  |  |  | 
|Charles A. Sanders, M.D. |  |           | 49,059,290 |               |  |                 | 258,376   |  |  |  |  | 



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.     Proposal to
    approve and adopt the Fisher Scientific International Inc. 2003
    Equity and Incentive Compensation Plan                                                   
|
| | The proposal to approve and adopt the Fisher
    Scientific International Inc. 2003 Equity and Incentive
    Compensation Plan was ratified, and voting results were as
    follows:



| |                                                           
| | ----------------------------------------------------------
| | 27,078,164 FOR, 22,209,010 AGAINST, and 30,492
    ABSTAIN



| |                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------
| | 3.     Appointment of
    Independent Auditors                                                                                                 
|
| | The appointment of Deloitte & Touche LLP
    as independent auditors for the current year was approved, and
    voting results were as follows:



| |                                                          
| | ---------------------------------------------------------
| | 47,768,092 FOR, 1,527,376 AGAINST, and 22,198
    ABSTAIN






|         |                                     
|-------- | ------------------------------------
|Item 6  | Exhibits and Reports on
    Form 8-K

(a) Exhibits



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit 10.1: Amendment No. 1, dated as of June
18, 2003, to the Credit Agreement dated as of February 14, 2003 among
Fisher Scientific International Inc., Fisher Scientific Company
L.L.C., the Lenders party thereto and JPMorgan Chase Bank, as
administrative agent; previously filed as Exhibit 10.20 to Amendment
No. 2 to the Registration Statement on Form S-4/A filed July 10, 2003
(Registration No. 333-104361), and incorporated herein by reference.
|
| | Exhibit 31.1: Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                         
|
| | Exhibit 31.2: Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                         
|
| | Exhibit 32.1: Certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                      
|
| | Exhibit 32.2: Certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                      

(b) Reports on Form 8-K



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Fisher filed a current report on Form 8-K,
    dated June 27, 2003, relating to its press release dated
    June 26, 2003 announcing its intention to acquire Perbio
    Science AB.

25



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##### Table of Contents






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.



| |                                                 
| | ------------------------------------------------
| | FISHER SCIENTIFIC INTERNATIONAL INC.            
|
| | /s/ KEVIN P. CLARK                              
| |                                                 
| | Kevin P. Clark                                  
| | Vice President and Chief Financial
    Officer  
| | (Principal Financial and Accounting
    Officer)

Date: August 1, 2003

26