##### 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 March 31,
    2004                                               
|                                
|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 April 26, 2004 was 64,016,513.



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FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31,
2004

INDEX

|                                          |  |   |    |                                                                                                                             |  |          |    | 
|----------------------------------------- |  | - | -- | --------------------------------------------------------------------------------------------------------------------------- |  | -------- | -- | 
|                                          |  |   |    |                                                                                                                             |  | Page No.
|                                          |  |   |    |                                                                                                                             |  |         
|Part I                                    |  |  |    | FINANCIAL
    INFORMATION:                                                                                                  |  |          |    | 
|Item 1                                    |  |  |    | Financial Statements:                                                                                                       |  |          |    | 
|                                          |  |   |    | Introduction to the
    Financial Statements                                                                                |  |          | 2  | 
|                                          |  |   |    | Statement of
    Operations  Three Months Ended March 31,
    2004 and 2003                                                |  |          | 3  | 
|                                          |  |   |    | Balance
    Sheet  March 31, 2004 and December 31,
    2003                                                                |  |          | 4  | 
|                                          |  |   |    | Statement of Cash
    Flows  Three Months Ended March 31, 2004
    and 2003                                                |  |          | 5  | 
|                                          |  |   |    | Statement of Changes in
    Stockholders Equity and Other Comprehensive
    Income  Three Months Ended March 31,
    2004 |  |          | 6  | 
|                                          |  |   |    | Notes to Financial
    Statements                                                                                           |  |          | 7  | 
|Item 2                                    |  |  |    | Managements Discussion
    and Analysis of Financial Condition and Results of Operations                                   |  |          | 16 | 
|Item 3                                    |  |  |    | Quantitative and Qualitative
    Disclosures About Market Risk                                                              |  |          | 21 | 
|Item 4                                    |  |  |    | Controls and Procedures                                                                                                     |  |          | 22 | 
|Part II                                   |  |  |    | OTHER
    INFORMATION:                                                                                                      |  |          |    | 
|Item 6                                    |  |  |    | Exhibits and Reports on
    Form 8-K                                                                                        |  |          | 23 | 
|SIGNATURE                                 |  |   | 24 |                                                                                                                            
|Certifications                            |  |   |    |                                                                                                                            
|EX-31.1 CERTIFICATION OF CEO             
|EX-31.2 CERTIFICATION OF CFO             
|EX-32.1 SECTION 1350 CERTIFICATION OF CEO
|EX-32.2 SECTION 1350 CERTIFICATION OF CFO



1



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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, 2003 balance sheet is the
balance sheet included in the audited financial statements as
shown in the Companys 2003 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, 2003.

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


(In millions, except per share data)


(Unaudited)


|                                            |         |                    |         |      |  |   |       |       |  
|------------------------------------------- | ------- | ------------------ | ------- | ---- |  | - | ----- | ----- | -
|                                            |         |                   
|                                            |         | Three Months Ended
|                                            |         | March 31,         
|                                            |         |                   
|                                            |         | 2004               |         | 2003
|                                            |         |                    |         |     
|Sales                                       |         | $                  | 1,011.0 |      |  | $ | 833.4 |      
|Cost of sales                               |         |                    | 735.2   |      |  |   | 614.9 |      
|Selling, general and administrative expense |         |                    | 207.5   |      |  |   | 157.7 |      
|                                            |         |                    |         |      |  |   |       |      
|Income from operations                      |         |                    | 68.3    |      |  |   | 60.8  |      
|Interest expense                            |         |                    | 22.0    |      |  |   | 22.3  |      
|Other (income) expense, net                 |         |                    | (0.7    | )    |  |   | 44.4  |      
|                                            |         |                    |         |      |  |   |       |      
|Income (loss) before income taxes           |         |                    | 47.0    |      |  |   | (5.9  | )    
|Income tax provision (benefit)              |         |                    | 12.4    |      |  |   | (5.0  | )    
|                                            |         |                    |         |      |  |   |       |      
|Net income (loss)                           |         | $                  | 34.6    |      |  | $ | (0.9  | )    
|                                            |         |                    |         |      |  |   |       |      
|Net income (loss) per common share:         |         |                    |         |      |  |   |       |      
|                                            | Basic   |                    | $       | 0.54 |  |   | $     | (0.02 | )
|                                            |         |                    |         |      |  |   |       |      
|                                            | Diluted |                    | $       | 0.51 |  |   | $     | (0.02 | )
|                                            |         |                    |         |      |  |   |       |      
|Weighted average common shares outstanding: |         |                    |         |      |  |   |       |      
|                                            | Basic   |                    |         | 63.6 |  |   |       | 54.7  |  
|                                            |         |                    |         |      |  |   |       |      
|                                            | Diluted |                    |         | 68.2 |  |   |       | 54.7  |  
|                                            |         |                    |         |      |  |   |       |      

See the accompanying notes to financial
statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.



BALANCE SHEET


(In millions, except share data)


|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |        |         |         | 
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------------------ | ------------ | ------- | ------- | ------- | ------ | ------- | ------- | 
|                                         |                                                                                                                                                                                                                                | March 31,                  |                                            | December 31,
|                                         |                                                                                                                                                                                                                                | 2004                       |                                            | 2003        
|                                         |                                                                                                                                                                                                                                |                            |                                            |             
|                                         |                                                                                                                                                                                                                                | (Unaudited)                |                                            |             
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         | Cash and cash equivalents                                                                                                                                                                                                      |                            | $                                          | 56.4         |         |         | $       | 83.8   |        
|                                         | Accounts receivable, net                                                                                                                                                                                                       |                            |                                            | 490.3        |         |         |         | 432.7  |        
|                                         | Inventories                                                                                                                                                                                                                    |                            |                                            | 377.3        |         |         |         | 355.4  |        
|                                         | Other current assets                                                                                                                                                                                                           |                            |                                            | 148.7        |         |         |         | 138.9  |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                                | Total current assets       |                                            |              | 1,072.7 |         |         |        | 1,010.8 |        
|Property, plant and equipment            |                                                                                                                                                                                                                                |                            | 470.2                                      |              |         |         | 440.9   |       
|Goodwill                                 |                                                                                                                                                                                                                                |                            | 1,262.8                                    |              |         |         | 1,006.9 |       
|Intangible assets                        |                                                                                                                                                                                                                                |                            | 287.6                                      |              |         |         | 241.0   |       
|Other assets                             |                                                                                                                                                                                                                                |                            | 168.3                                      |              |         |         | 159.8   |       
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                                | Total assets               |                                            | $            | 3,261.6 |         |         | $      | 2,859.4 |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         | Short-term debt                                                                                                                                                                                                                |                            | $                                          | 9.2          |         |         | $       | 12.0   |        
|                                         | Accounts payable                                                                                                                                                                                                               |                            |                                            | 414.9        |         |         |         | 377.7  |        
|                                         | Accrued and other current liabilities                                                                                                                                                                                          |                            |                                            | 280.3        |         |         |         | 258.8  |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                                | Total current liabilities  |                                            |              | 704.4   |         |         |        | 648.5   |        
|Long-term debt                           |                                                                                                                                                                                                                                |                            | 1,634.2                                    |              |         |         | 1,386.1 |       
|Other liabilities                        |                                                                                                                                                                                                                                |                            | 295.6                                      |              |         |         | 249.4   |       
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                                | Total liabilities          |                                            |              | 2,634.2 |         |         |        | 2,284.0 |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|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; 64,189,980 and
    63,218,083 shares issued; and 63,927,335 and
    62,955,438 shares outstanding at March 31, 2004 and
    December 31, 2003, respectively) |                            |                                            | 0.6          |         |         |         | 0.6    |        
|                                         | Capital in excess of par value                                                                                                                                                                                                 |                            |                                            | 993.7        |         |         |         | 964.5  |        
|                                         | Accumulated deficit                                                                                                                                                                                                            |                            |                                            | (391.9       | )       |         |         | (426.5 | )      
|                                         | Accumulated other comprehensive income                                                                                                                                                                                         |                            |                                            | 28.2         |         |         |         | 40.0   |        
|                                         | Treasury stock, at cost (262,645 shares at
    March 31, 2004 and December 31, 2003)                                                                                                                                           |                            |                                            | (3.2         | )       |         |         | (3.2   | )      
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                                | Total stockholders equity |                                            |              | 627.4   |         |         |        | 575.4   |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                                |                            | Total liabilities and stockholders equity |              | $       | 3,261.6 |         |        | $       | 2,859.4 | 
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |         |       

See the accompanying notes to financial
statements.

4



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FISHER SCIENTIFIC INTERNATIONAL INC.



STATEMENT OF CASH FLOWS


(In millions)


(Unaudited)


|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |        |       |       |  
|---------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------ | ------ | ------ | ----- | ---- | ------ | ----- | ----- | -
|                                                                 |                                                                                          |                                                
|                                                                 |                                                                                          | Three Months Ended                             
|                                                                 |                                                                                          | March 31,                                      
|                                                                 |                                                                                          |                                                
|                                                                 |                                                                                          | 2004                                            |                          | 2003  
|                                                                 |                                                                                          |                                                 |                          |       
|Cash flows from operating activities:                            |                                                                                          |                                                 |                          |        |        |       |      |       
|                                                                 | Net income (loss)                                                                        |                                                 | $                        | 34.6   |        |       | $    | (0.9   | )    
|                                                                 | Adjustments to reconcile net income (loss) to
    cash provided by operating activities: |                                                 |                          |        |        |       |      |        |      
|                                                                 |                                                                                          | Depreciation and amortization                   |                          |        | 24.1   |       |      |        | 19.5  |      
|                                                                 |                                                                                          | Deferred income taxes                           |                          |        | 3.6    |       |      |        | (8.1  | )    
|                                                                 |                                                                                          | Call premiums and deferred finance charges      |                          |        |       |       |      |        | 45.7  |      
|                                                                 |                                                                                          | Other noncash expenses                          |                          |        |       |       |      |        | 0.5   |      
|                                                                 |                                                                                          | Changes in working capital                      |                          |        |        |       |      |        |       |      
|                                                                 |                                                                                          |                                                 | Accounts receivable, net |        |        | (15.4 | )    |        |       | (15.4 | )
|                                                                 |                                                                                          |                                                 | Inventories              |        |        | 12.4  |      |        |       | (11.2 | )
|                                                                 |                                                                                          |                                                 | Accounts payable         |        |        | 12.5  |      |        |       | 51.6  |  
|                                                                 |                                                                                          |                                                 | Other assets             |        |        | (2.0  | )    |        |       | (11.0 | )
|                                                                 |                                                                                          |                                                 | Other liabilities        |        |        | (3.8  | )    |        |       | (14.9 | )
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|                                                                 |                                                                                          | Cash provided by operating activities           |                          |        | 66.0   |       |      |        | 55.8  |      
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|Cash flows from investing activities:                            |                                                                                          |                                                 |                          |        |        |       |      |       
|                                                                 | Acquisitions, net of cash acquired                                                       |                                                 |                          | (331.2 | )      |       |      |       |      
|                                                                 | Capital expenditures                                                                     |                                                 |                          | (13.1  | )      |       |      | (13.7  | )    
|                                                                 | Other investments                                                                        |                                                 |                          | (4.1   | )      |       |      | 0.9    |      
|                                                                 | Proceeds from sale of property, plant and
    equipment                                  |                                                 |                          |       |        |       |      | 0.2    |      
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|                                                                 |                                                                                          | Cash used in investing activities               |                          |        | (348.4 | )     |      |        | (12.6 | )    
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|Cash flows from financing activities:                            |                                                                                          |                                                 |                          |        |        |       |      |       
|                                                                 | Long-term debt payments                                                                  |                                                 |                          | (80.2  | )      |       |      | (609.1 | )    
|                                                                 | Long-term debt proceeds                                                                  |                                                 |                          | 330.3  |        |       |      | 608.0  |      
|                                                                 | Change in short-term debt, net                                                           |                                                 |                          | (4.0   | )      |       |      | (12.6  | )    
|                                                                 | Proceeds from stock options exercised                                                    |                                                 |                          | 18.2   |        |       |      | 0.3    |      
|                                                                 | Deferred financing costs                                                                 |                                                 |                          | (8.8   | )      |       |      | (9.8   | )    
|                                                                 | Proceeds from accounts receivable securitization,
    net                                |                                                 |                          |       |        |       |      | 10.0   |      
|                                                                 | Call premiums                                                                            |                                                 |                          |       |        |       |      | (27.3  | )    
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|                                                                 |                                                                                          | Cash provided by (used in) financing activities |                          |        | 255.5  |       |      |        | (40.5 | )    
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                          |                                                 | (0.5                     | )      |        |       | 2.3  |       
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|Net change in cash and cash equivalents                          |                                                                                          |                                                 | (27.4                    | )      |        |       | 5.0  |       
|Cash and cash equivalents  beginning
    of period              |                                                                                          |                                                 | 83.8                     |        |        |       | 38.8 |       
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       
|Cash and cash equivalents  end of
    period                    |                                                                                          | $                                               | 56.4                     |        |        | $     | 43.8 |       
|                                                                 |                                                                                          |                                                 |                          |        |        |       |      |       

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


(In millions, except share data)


(Unaudited)


|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |        |        |      |  |   |      |      |   |  |         |   |  |   |      |   |  |   |       |      |   |  |   |      |      | 
|-------------------------- | --------------------------------------- | ------------------------------------- | ---------- | ---------- |  | --------- | --- | ----------- |  | ----------- | ----- | ------------- |  | -------------- | ----- | ------ |  | ------------- | ---- | ----- | - | ------ | ------ | ---- |  | - | ---- | ---- | - |  | ------- | - |  | - | ---- | - |  | - | ----- | ---- | - |  | - | ---- | ---- | 
|                           |                                         |                                       |            | Capital in |  |           |     | Shares      |  |             |       | Accumulated   |  |                |       |        |  |              
|                           |                                         | Common Stock                          |            | Excess of  |  | Shares    |     | To Be       |  |             |       | Other         |  | Treasury Stock |       |        |  | Other        
|                           |                                         |                                       |            | Par        |  | Deposited |     | Distributed |  | Accumulated |       | Comprehensive |  |                |       |        |  | Comprehensive
|                           |                                         | Shares                                |            | Amount     |  | Value     |     | In Trust    |  | From Trust  |       | Deficit       |  | Income         |       | Shares |  | Amount        |      | Total |   | Income
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |       
|Balance at January 1, 2004 |                                         |                                       | 63,218,083 |            |  | $         | 0.6 |             |  | $           | 964.5 |               |  | $              | (25.5 | )      |  | $             | 25.5 |       |   | $      | (426.5 | )    |  | $ | 40.0 |      |   |  | 262,645 |   |  | $ | (3.2 | ) |  | $ | 575.4 |      |   |  |   |     
|                           | Net income                              |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |        |        | 34.6 |  |   |      |     |   |  |         |  |  |   |      |  |  |   |       | 34.6 |   |  | $ | 34.6 |     
|                           | Foreign currency translation adjustment |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |        |        |     |  |   |      | (8.7 | ) |  |         |  |  |   |      |  |  |   |       | (8.7 | ) |  |   | (8.7 | )   
|                           | Unrealized investment gains             |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |        |        |     |  |   |      | 0.2  |   |  |         |  |  |   |      |  |  |   |       | 0.2  |   |  |   | 0.2  |     
|                           | Unrealized loss on cash flow hedges     |                                       |            |           |  |           |     |            |  |             |       |              |  |                |       |       |  |               |      |      |   |        |        |     |  |   |      | (3.3 | ) |  |         |  |  |   |      |  |  |   |       | (3.3 | ) |  |   | (3.3 | )   
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |        |        |      |  |   |      |      |   |  |         |   |  |   |      |   |  |   |       |      |   |  |   |     
|                           |                                         | Subtotal  other comprehensive income |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |        |        |      |  |   |      |      |   |  |         |   |  |   |      |   |  |   |       |      |   |  |   | $    | 22.8 | 
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |        |        |      |  |   |      |      |   |  |         |   |  |   |      |   |  |   |       |      |   |  |   |     
|                           | Proceeds from stock options             |                                       |            | 971,897    |  |           |     |            |  |             |       | 18.2          |  |                |       |       |  |               |      |      |   |        |        |     |  |   |      |     |   |  |         |  |  |   |      |  |  |   |       | 18.2 |   |  |   |      |     
|                           | Tax benefit from stock options          |                                       |            |           |  |           |     |            |  |             |       | 11.0          |  |                |       |       |  |               |      |      |   |        |        |     |  |   |      |     |   |  |         |  |  |   |      |  |  |   |       | 11.0 |   |  |   |      |     
|                           | Trust activity                          |                                       |            |           |  |           |     |            |  |             |       |               |  |                |       | 1.2    |  |               |      | (1.2  | ) |        |        |     |  |   |      |     |   |  |         |  |  |   |      |  |  |   |       |     |   |  |   |      |     
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |        |        |      |  |   |      |      |   |  |         |   |  |   |      |   |  |   |       |      |   |  |   |     
|Balance at March 31, 2004  |                                         |                                       | 64,189,980 |            |  | $         | 0.6 |             |  | $           | 993.7 |               |  | $              | (24.3 | )      |  | $             | 24.3 |       |   | $      | (391.9 | )    |  | $ | 28.2 |      |   |  | 262,645 |   |  | $ | (3.2 | ) |  | $ | 627.4 |      |   |  |   |     
|                           |                                         |                                       |            |            |  |           |     |             |  |             |       |               |  |                |       |        |  |               |      |       |   |        |        |      |  |   |      |      |   |  |         |   |  |   |      |   |  |   |       |      |   |  |   |     

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 results on the
basis of three reportable segments: scientific products and
services, healthcare products and services, and laboratory
workstations.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Scientific products and services
    segment provides products and services used for
    scientific-research, drug-discovery and drug-development
    applications. This segment manufactures and distributes a broad
    range of consumable supply products, scientific instruments and
    apparatus and safety products. In addition, this segment
    provides pharmaceutical services for clinical trials, contract
    manufacturing, custom chemical synthesis and a number of other
    value-added services.
|
| | 2. Healthcare products and services
    segment manufactures and distributes a wide array of
    diagnostic kits and reagents, consumable supplies, and medical
    devices to hospitals, clinical laboratories, and
    physicians offices. Additionally, this segment provides
    outsourced manufacturing services for diagnostic reagents,
    calibrators and controls to the healthcare and pharmaceutical
    industries.                                                                                       
|
| | 3. Laboratory workstations segment
    manufactures and sells laboratory furniture and fume hoods and
    provides lab-design services for pharmaceutical and
    biotechnology customers, colleges, universities and secondary
    schools, hospitals and reference labs.                                                                                                                                                                                                                                               

On March 17, 2004, the Company announced
that the boards of directors of Fisher and Apogent Technologies,
Inc. (Apogent) unanimously approved a definitive
merger agreement to combine the two companies. Under the terms
of the merger agreement, as amended on April 16, 2004,
Apogent shareholders will receive 0.56 shares of Fisher
common stock for each share of Apogent common stock owned
resulting in a $3.7 billion transaction. Apogent designs,
manufactures and sells life-science and laboratory products
essential for scientific research and healthcare diagnostics.
The merger is subject to approval by the shareholders of both
Fisher and Apogent, as well as customary regulatory approvals,
and there can be no assurance that the transaction will be
consummated.



|         |             
|-------- | ------------
|Note 2  | Acquisitions

In the first quarter of 2004, the Company
acquired the remaining outstanding stock of Perbio Science AB
(Perbio), a Swedish public company, in a public
tender offer pursuant to the rules of the Stockholm Stock
Exchange, resulting in the Company owning 100% of Perbio. Perbio
manufactures and sells consumable tools for protein-related
research and protein-based biopharma drug production, primarily
to customers within the United States. The total purchase price
was approximately $695 million in cash plus assumed net
debt of approximately $44 million and was financed
principally through the sale of $300 million principal
amount of 2.50% convertible senior notes, the issuance and
sale of $150 million principal amount of 8% senior
subordinated notes and the borrowing of an additional
$250 million of term loans under the Companys senior
credit facility. The cell culture and bioresearch divisions of
Perbio have been included in the scientific products and
services segment and the medical device division of Perbio has
been included in the healthcare products and services segment
from the date of acquisition.

7



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


The following table summarizes the estimated fair
values of the assets acquired and liabilities assumed in the
Perbio acquisition on September 8, 2003, the date of the
acquisition, net of cash and debt acquired. The allocation of
the purchase price for Perbio has been made based upon
management estimates and third-party valuations that have not
been finalized and revisions may be necessary.

|                              |                           |               |       |       | 
|----------------------------- | ------------------------- | ------------- | ----- | ----- | 
|                              |                           | (In millions)
|Current Assets                |                           | $             | 147.6 |      
|Property, plant and equipment |                           |               | 62.8  |      
|Intangible assets             |                           |               | 117.8 |      
|Goodwill                      |                           |               | 484.0 |      
|                              |                           |               |       |      
|                              | Total assets acquired     |               |       | 812.2 | 
|                              |                           |               |       |      
|Current liabilities           |                           |               | 47.1  |      
|Other liabilities             |                           |               | 26.3  |      
|                              |                           |               |       |      
|                              | Total liabilities assumed |               |       | 73.4  | 
|                              |                           |               |       |      
|                              | Net assets acquired       |               | $     | 738.8 | 
|                              |                           |               |       |      

The allocation of the Perbio purchase price
resulted in an allocation to identifiable intangible assets of
$117.8 million. The Company valued intangible assets
related to trademarks, trade names, customer lists, supplier
agreements and core technology. A majority of the intangible
assets acquired relate to trademarks and trade names.

The following unaudited pro forma financial
information presents the results of operations as if the Perbio
acquisition had occurred at the beginning of 2003. The unaudited
pro forma financial information is provided for information
purposes only and does not purport to be indicative of the
Companys results of operations that would actually have
been achieved had the acquisition been completed for the period
presented, or that may be achieved in the future (in millions,
except per share amounts).

|                             |         |                    |       |       |  
|---------------------------- | ------- | ------------------ | ----- | ----- | -
|                             |         | Three Months Ended
|                             |         | March 31, 2003    
|                             |         |                   
|Sales                        |         | $                  | 891.6 |      
|Net income                   |         | $                  | (3.5  | )    
|Net income per common share: |         |                    |       |      
|                             | Basic   |                    | $     | (0.06 | )
|                             | Diluted |                    | $     | (0.06 | )

On March 1, 2004, the Company acquired Oxoid
Group Holdings Limited (Oxoid). Oxoid is a United
Kingdom-based manufacturer of microbiological culture media and
other diagnostic products that test for bacterial contamination.
The purchase price was approximately $330 million and was
funded through the sale of an initial $300 million
principal amount of 3.25% convertible senior notes and
borrowings under the Companys accounts receivable
securitization facility and revolving credit facilities. The
results of Oxoid have been included in the scientific products
and services segment from the date of acquisition.

The following unaudited pro forma financial
information presents the results of operations as if the Oxoid
acquisition had occurred at the beginning of 2003. The unaudited
pro forma financial information is provided for information
purposes only and does not purport to be indicative of the
Companys results of operations that

8



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


would actually have been achieved had the
acquisition been completed for the period presented, or that may
be achieved in the future (in millions, except per share
amounts).

|                             |         |                    |         |      |  |   |       |      | 
|---------------------------- | ------- | ------------------ | ------- | ---- |  | - | ----- | ---- | 
|                             |         |                   
|                             |         | Three Months Ended
|                             |         | March 31,         
|                             |         |                   
|                             |         | 2004               |         | 2003
|                             |         |                    |         |     
|Sales                        |         | $                  | 1,040.6 |      |  | $ | 870.6 |     
|Net income                   |         | $                  | 35.8    |      |  | $ | 0.6   |     
|Net income per common share: |         |                    |         |      |  |   |       |     
|                             | Basic   |                    | $       | 0.56 |  |   | $     | 0.01 | 
|                             | Diluted |                    | $       | 0.52 |  |   | $     | 0.01 | 



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

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

|                  |       |           |       |              |  |   |       |       | 
|----------------- | ----- | --------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | March 31, |       | December 31,
|                  |       | 2004      |       | 2003        
|                  |       |           |       |             
|Raw materials     |       | $         | 71.3  |              |  | $ | 64.2  |      
|Work in process   |       |           | 28.4  |              |  |   | 22.6  |      
|Finished products |       |           | 277.6 |              |  |   | 268.6 |      
|                  |       |           |       |              |  |   |       |      
|                  | Total |           | $     | 377.3        |  |   | $     | 355.4 | 
|                  |       |           |       |              |  |   |       |      



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

The following is a reconciliation of changes in
the carrying amounts of goodwill by reportable segment for the
three months ended March 31, 2004 (in millions):

|                                |                                   |              |         |              |   |              |       |       |  |   |      |   |  |   |         |       |  
|------------------------------- | --------------------------------- | ------------ | ------- | ------------ | - | ------------ | ----- | ----- |  | - | ---- | - |  | - | ------- | ----- | -
|                                |                                   | Scientific   |         | Healthcare   |   |              |       |      
|                                |                                   | Products and |         | Products and |   | Laboratory   |       |      
|                                |                                   | Services     |         | Services     |   | Workstations |       | Total
|                                |                                   |              |         |              |   |              |       |      
|Balance as of December 31, 2003 |                                   | $            | 844.3   |              |   | $            | 109.6 |       |  | $ | 53.0 |   |  | $ | 1,006.9 |      
|                                | Acquisitions(a)                   |              |         | 257.8        |   |              |       | 0.4   |  |   |      |  |  |   |         | 258.2 |  
|                                | Effect of foreign currency change |              |         | (2.3         | ) |              |       |      |  |   |      |  |  |   |         | (2.3  | )
|                                |                                   |              |         |              |   |              |       |       |  |   |      |   |  |   |         |      
|Balance as of March 31, 2004    |                                   | $            | 1,099.8 |              |   | $            | 110.0 |       |  | $ | 53.0 |   |  | $ | 1,262.8 |      
|                                |                                   |              |         |              |   |              |       |       |  |   |      |   |  |   |         |      






|    |                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The allocation of the purchase price for the
    Oxoid and Perbio acquisitions have been made based upon
    management estimates and third-party valuations that have not
    been finalized. Accordingly, the purchase price allocations are
    preliminary and revisions may be necessary.

9



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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 that are subject to amortization (in millions):

|                                                                                                                                                                           |  |           |       |              |  |   |      | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----- | ------------ |  | - | ---- | 
|                                                                                                                                                                           |  | March 31, |       | December 31,
|                                                                                                                                                                           |  | 2004      |       | 2003        
|                                                                                                                                                                           |  |           |       |             
|Customer lists (net of accumulated amortization
    of $7.9 million and $7.5 million at March 31,
    2004 and December 31, 2003, respectively)                            |  | $         | 19.3  |              |  | $ | 19.7 | 
|Non-compete agreements (net of accumulated
    amortization of $19.0 million and $18.3 million at
    March 31, 2004 and December 31, 2003, respectively)                  |  |           | 2.5   |              |  |   | 3.2  | 
|Patents and tradenames (net of accumulated
    amortization of $10.8 million and $9.9 million at
    March 31, 2004 and December 31, 2003, respectively)                   |  |           | 18.1  |              |  |   | 8.5  | 
|Other amortizable intangible assets (net of
    accumulated amortization of $16.7 million and
    $13.6 million at March 31, 2004 and December 31,
    2003, respectively) |  |           | 104.3 |              |  |   | 66.7 | 
|                                                                                                                                                                           |  |           |       |              |  |   |      | 
|Amortizable other intangible assets, net of
    accumulated amortization                                                                                                   |  | $         | 144.2 |              |  | $ | 98.1 | 
|                                                                                                                                                                           |  |           |       |              |  |   |      | 

For the three months ended March 31, 2004
and 2003, the Company recorded amortization expense of
$4.1 million and $2.0 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, |  |  
|                                |  |  
|2004(a)                         |  | $ | 16.8 | 
|2005                            |  | $ | 19.6 | 
|2006                            |  | $ | 19.3 | 
|2007                            |  | $ | 18.6 | 
|2008                            |  | $ | 18.5 | 
|Thereafter                      |  | $ | 51.4 | 



---



|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(a) | Amount represents estimated amortization expense
    for the remaining nine months ending December 31, 2004.

As of March 31, 2004 and December 31,
2003, the Company had indefinite-lived intangible assets in the
scientific products and services segment of $131.3 million
and $130.8 million, respectively. As of March 31, 2004
and December 31, 2003, the Company had indefinite-lived
intangible assets in the healthcare products and services
segment of $12.1 million. Indefinite-lived intangible
assets consist of tradenames acquired through the Companys
acquisitions of Cole-Parmer and MAS in 2001, Maybridge in 2002
and Perbio in 2003.



|         |                 
|-------- | ----------------
|Note 5  | Accounts Payable

The Company maintains a zero-balance cash
management system for its U.S. accounts payable.
Accordingly, included in accounts payable at March 31, 2004
and December 31, 2003, are approximately $87.6 million
and $64.0 million, respectively, of checks that did not
clear the bank.

10



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)




|         |     
|-------- | ----
|Note 6  | Debt

The following is a summary of debt obligations as
of March 31, 2004 and December 31, 2003 (in millions):

|                                                                                                                                                             |                      |           |       |              |  |   |       |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------- | --------- | ----- | ------------ |  | - | ----- | ------- | 
|                                                                                                                                                             |                      | March 31, |       | December 31,
|                                                                                                                                                             |                      | 2004      |       | 2003        
|                                                                                                                                                             |                      |           |       |             
|Term Facility                                                                                                                                                |                      | $         | 360.0 |              |  | $ | 440.0 |        
|7 1/8% Notes due 2005                                                                                                                                        |                      |           | 0.4   |              |  |   | 0.4   |        
|2.50% Convertible Senior Notes due 2023
    convertible at $47.46 per share                                                                                  |                      |           | 300.0 |              |  |   | 300.0 |        
|Other Debt                                                                                                                                                   |                      |           | 31.8  |              |  |   | 36.2  |        
|3.25% Convertible Senior Subordinated Notes due
    2024 convertible at $80.40 per share                                                                     |                      |           | 330.0 |              |  |   |      |        
|8 1/8% Senior Subordinated Notes due 2012
    (includes $6.3 million and $6.4 million of premiums at
    March 31, 2004 and December 31, 2003, respectively) |                      |           | 310.3 |              |  |   | 310.4 |        
|8% Senior Subordinated Notes due 2013
    (includes $10.9 million and $11.1 million of premiums
    at March 31, 2004 and December 31, 2003, respectively)   |                      |           | 310.9 |              |  |   | 311.1 |        
|                                                                                                                                                             |                      |           |       |              |  |   |       |        
|                                                                                                                                                             | Total debt           |           |       | 1,643.4      |  |   |       | 1,398.1 | 
|Less: short-term portion                                                                                                                                     |                      |           | (9.2  | )            |  |   | (12.0 | )      
|                                                                                                                                                             |                      |           |       |              |  |   |       |        
|                                                                                                                                                             | Total long-term debt |           | $     | 1,634.2      |  |   | $     | 1,386.1 | 
|                                                                                                                                                             |                      |           |       |              |  |   |       |        

On February 12, 2004, the Company amended
its existing $225 million receivables securitization
facility extending the facilitys maturity date to February
2005. All other material terms and conditions remain unchanged
from the receivables securitization facility entered into in
February 2003.

On March 3, 2004, the Company sold
$300 million principal amount of its 3.25% convertible
senior subordinated notes due 2023 and, on March 23, 2004,
sold an additional $30 million principal amount of these
notes due to the exercise of the over-allotment option by the
initial purchaser of the notes. These notes are due
March 1, 2024 and were sold under a shelf
registration statement dated September 3, 2003. Interest on
the notes is payable on March 1 and September 1 of
each year. The notes may be converted into shares of the
Companys common stock under the following circumstances:
(1) note holders may convert their notes in a conversion
period on any date on or prior to March 1, 2019, if the
closing sale price of the Companys common stock for at
least 20 trading days in the period of the 30 consecutive
trading days ending on the first days of such conversion period
was more than 120% of the then-current conversion price of the
notes; (2) if, on any date after March 1, 2019, the
closing sale price of the Companys common stock is more
than 120% of the then current conversion price of the notes,
then note holders will have such conversion right at all times
thereafter; (3) the Company has called the notes for
redemption; (4) the Company distributes to all or
substantially all holders of the Companys common stock
rights, options or warrants entitling them to purchase common
stock at less than the closing sale price of the Companys
common stock on the day preceding the declaration for such
distribution; (5) the Company distributes to all or
substantially all holders of the Companys common stock
cash, assets, debt securities or capital stock, which
distribution has a per share value as determined by the
Companys board of directors exceeding 10% of the closing
sale price of the Companys common stock on the day
preceding the declaration for such distribution; or
(6) during any period in which the credit rating of the
notes assigned by Moodys is Caa2 or lower and by
Standard & Poors is CCC or lower, or neither
Moodys (or its successors) nor Standard &
Poors (or its successors) continue to rate the

11



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


notes. Note holders may also convert their notes
into shares of the Companys common stock for the five
business day period after any five consecutive trading day
period in which the average trading price for the notes was less
than 97% of the average conversion value for the notes during
that period. Upon conversion, the Company has the right to
deliver, in lieu of common stock, cash or a combination of cash
and common stock. It is the Companys current intention to
satisfy the Companys obligation upon a conversion of the
notes first, in cash, in an amount equal to the principal amount
of the notes converted and second, in shares of the
Companys common stock, to satisfy the remainder, if any,
of the Companys conversion obligation. The initial
conversion rate is 12.4378 shares of common stock per each
$1,000 principal amount of notes. This is equivalent to an
initial conversion price of $80.40 per share.

Once the notes become convertible, the dilutive
effect of the convertible notes may be reflected in diluted EPS
by application of the treasury stock method. By application of
the treasury stock method, 1.1 million and 0.7 million
shares would be included in the weighted average common shares
outstanding used in computing diluted net income per share at a
contingent conversion price of $56.95 and $80.40 for the 2.50%
convertible senior notes and the 3.25% convertible senior
subordinated notes, respectively.



|         |                       
|-------- | ----------------------
|Note 7  | Employee Benefit Plans

The Company has defined benefit pension plans
available to substantially all employees that are either fully
paid for by the Company or provide for mandatory employee
contributions as a condition of participation. The Company funds
annually, at a minimum, the statutorily required minimum amount
as actuarially determined. During the quarter ended
March 31, 2003, the Company made a voluntary contribution
of $10 million to the U.S. plans. No contributions to
the pension plans were required during the quarter ended
March 31, 2004, and the Company does not currently expect
to be required to contribute to its pension plans for the
remainder of 2004.

The net periodic pension benefit cost (income)
and postretirement healthcare benefit cost (income) includes the
following components for the three months ended March 31,
2004 and 2003 (in millions):

|                                                     |                                    |                  |      |                |  |       |      |      |  |   |      |      |   |   |      |      |  
|---------------------------------------------------- | ---------------------------------- | ---------------- | ---- | -------------- |  | ----- | ---- | ---- |  | - | ---- | ---- | - | - | ---- | ---- | -
|                                                     |                                    |                  |      |                |  |      
|                                                     |                                    |                  |      |                |  | Other
|                                                     |                                    |                  |      | Postretirement
|                                                     |                                    | Pension Benefits |      | Benefits      
|                                                     |                                    |                  |      |               
|                                                     |                                    | 2004             |      | 2003           |  | 2004  |      | 2003
|                                                     |                                    |                  |      |                |  |       |      |     
|Components of net periodic benefit (income)
    cost |                                    |                  |      |                |  |       |      |      |  |   |      |      |   |   |      |     
|Service cost                                         |                                    | $                | 3.7  |                |  | $     | 3.2  |      |  | $ | 0.1  |      |   | $ | 0.1  |     
|Interest cost                                        |                                    |                  | 5.4  |                |  |       | 4.8  |      |  |   | 0.4  |      |   |   | 0.4  |     
|Expected return on plan assets                       |                                    |                  | (7.2 | )              |  |       | (6.2 | )    |  |   |     |      |   |   |     |     
|Amortization of unrecognized net (gain) loss         |                                    |                  | 0.1  |                |  |       | 0.1  |      |  |   | (0.4 | )    |   |   | (0.6 | )   
|Amortization of unrecognized prior service benefit   |                                    |                  | 0.3  |                |  |       | (0.1 | )    |  |   | (0.6 | )    |   |   | (0.4 | )   
|Amortization of unrecognized net transition asset    |                                    |                  |     |                |  |       |     |      |  |   |     |      |   |   |     |     
|Recognized net actuarial (gain) loss                 |                                    |                  | 0.2  |                |  |       |     |      |  |   |     |      |   |   |     |     
|Settlement/curtailment (gain) loss                   |                                    |                  | 0.4  |                |  |       | 0.3  |      |  |   |     |      |   |   |     |     
|                                                     |                                    |                  |      |                |  |       |      |      |  |   |      |      |   |   |      |     
|                                                     | Net periodic benefit (income) cost |                  | $    | 2.9            |  |       | $    | 2.1  |  |   | $    | (0.5 | ) |   | $    | (0.5 | )
|                                                     |                                    |                  |      |                |  |       |      |      |  |   |      |      |   |   |      |     

12



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)




|         |                   
|-------- | ------------------
|Note 8  | Earnings Per Share

The following table sets forth basic and diluted
earnings per share computational data for the three months ended
March 31, 2004 and 2003 (in millions):

|                                                                                                            |  |                 |      |      |  |   |       |  
|----------------------------------------------------------------------------------------------------------- |  | --------------- | ---- | ---- |  | - | ----- | -
|                                                                                                            |  |                
|                                                                                                            |  | Three Months   
|                                                                                                            |  | Ended March 31,
|                                                                                                            |  |                
|                                                                                                            |  | 2004            |      | 2003
|                                                                                                            |  |                 |      |     
|Net income (loss) as reported to common
    shareholders                                                    |  | $               | 34.6 |      |  | $ | (0.9  | )
|Weighted average common shares outstanding used
    in computing basic net income (loss) per common share   |  |                 | 63.6 |      |  |   | 54.7  |  
|Common stock equivalents(a)                                                                                 |  |                 | 4.6  |      |  |   |      |  
|                                                                                                            |  |                 |      |      |  |   |       |  
|Weighted average common shares outstanding used
    in computing diluted net income (loss) per common share |  |                 | 68.2 |      |  |   | 54.7  |  
|                                                                                                            |  |                 |      |      |  |   |       |  
|Basic net income (loss) per common share                                                                    |  | $               | 0.54 |      |  | $ | (0.02 | )
|Diluted net income (loss) per common share                                                                  |  | $               | 0.51 |      |  | $ | (0.02 | )



---



|    |                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The weighted average amount of outstanding
    antidilutive common stock options and warrants excluded from the
    computation of diluted net income (loss) per common share was
    0.4 million and 1.4 million as of March 31, 2004
    and 2003, respectively.

The Company has $300 million of
2.50% convertible senior notes and $330 million of
3.25% convertible senior subordinated notes outstanding as
of March 31, 2004. Upon conversion, the Company has the
right to deliver shares of its common stock, cash or a
combination of cash and shares of its common stock. The notes
are not yet convertible. Once the notes become convertible, the
dilutive effect of the convertible notes may be reflected in
diluted EPS by application of the treasury stock method. By
application of the treasury stock method, 1.1 million and
0.7 million shares would be included in the weighted
average common shares outstanding used in computing diluted net
income per share at a contingent conversion price of $56.95 and
$80.40 for our $300 million 2.50% convertible senior notes due
2023 and our $330 million 3.25% senior subordinated notes due
2024, respectively.



|         |                         
|-------- | ------------------------
|Note 9  | Stock-Based Compensation

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); therefore, no compensation
expense was recognized for the Companys stock option
plans. Had compensation expense for the Companys stock
option plans been determined based on the fair value at the
grant date for awards under the Companys stock plans,
consistent with the methodology prescribed under
SFAS No. 148, the Companys net income (loss) and
net

13



---



##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


income (loss) per common share would have
approximated the pro forma amounts indicated below (in millions,
except per share amounts):

|                                                                                                                     |         |                 |      |      |  |   |      |       |  
|-------------------------------------------------------------------------------------------------------------------- | ------- | --------------- | ---- | ---- |  | - | ---- | ----- | -
|                                                                                                                     |         |                
|                                                                                                                     |         | Three Months   
|                                                                                                                     |         | Ended March 31,
|                                                                                                                     |         |                
|                                                                                                                     |         | 2004            |      | 2003
|                                                                                                                     |         |                 |      |     
|Net income (loss), as reported                                                                                       |         | $               | 34.6 |      |  | $ | (0.9 | )    
|Deduct: stock-based compensation expense
    determined using fair value based method for all awards, net of
    tax |         |                 | (7.3 | )    |  |   | (5.2 | )    
|                                                                                                                     |         |                 |      |      |  |   |      |      
|Net income (loss), pro forma                                                                                         |         | $               | 27.3 |      |  | $ | (6.1 | )    
|                                                                                                                     |         |                 |      |      |  |   |      |      
|Net income (loss) per common share                                                                                   |         |                 |      |      |  |   |      |      
|As reported:                                                                                                         |         |                 |      |      |  |   |      |      
|                                                                                                                     | Basic   |                 | $    | 0.54 |  |   | $    | (0.02 | )
|                                                                                                                     | Diluted |                 | $    | 0.51 |  |   | $    | (0.02 | )
|Pro forma:                                                                                                           |         |                 |      |      |  |   |      |      
|                                                                                                                     | Basic   |                 | $    | 0.43 |  |   | $    | (0.11 | )
|                                                                                                                     | Diluted |                 | $    | 0.40 |  |   | $    | (0.11 | )

The fair value of the Companys stock
options included in the preceding pro forma amounts were
estimated using the Black-Scholes option-pricing model with the
following weighted average assumptions:

|                        |  |           |          |      |  |  |          |  
|----------------------- |  | --------- | -------- | ---- |  |  | -------- | -
|                        |  |          
|                        |  | March 31,
|                        |  |          
|                        |  | 2004      |          | 2003
|                        |  |           |          |     
|Risk-free interest rate |  |           | 3.0      | %    |  |  | 2.8      | %
|Expected life of option |  |           | 5  years |      |  |  | 5  years |  
|Volatility              |  |           | 41       | %    |  |  | 46       | %
|Expected dividend yield |  |           | 0        | %    |  |  | 0        | %



|          |                    
|--------- | -------------------
|Note 10  | Segment Information

The Company reports financial results on the
basis of three reportable segments: scientific products and
services, healthcare products and services and laboratory
workstations. Selected segment financial information for the
three months ended March 31, 2004 and 2003 is presented
below (in millions):

|                                 |                  |              |       |              |  |      |       |       |  |   |       |      |  |   |      |      | 
|-------------------------------- | ---------------- | ------------ | ----- | ------------ |  | ---- | ----- | ----- |  | - | ----- | ---- |  | - | ---- | ---- | 
|                                 |                  |              |       |              |  |     
|                                 |                  |              |       | Income from 
|                                 |                  | Sales        |       | Operations  
|                                 |                  | Three Months |       | Three Months
|                                 |                  | Ended        |       | Ended       
|                                 |                  | March 31,    |       | March 31,   
|                                 |                  |              |       |             
|                                 |                  | 2004         |       | 2003         |  | 2004 |       | 2003 
|                                 |                  |              |       |              |  |      |       |      
|Scientific products and services |                  | $            | 742.0 |              |  | $    | 572.2 |       |  | $ | 66.6  |      |  | $ | 48.5 |     
|Healthcare products and services |                  |              | 235.4 |              |  |      | 216.0 |       |  |   | 12.1  |      |  |   | 9.8  |     
|Laboratory workstations          |                  |              | 38.4  |              |  |      | 49.9  |       |  |   | (0.2  | )    |  |   | 2.6  |     
|Eliminations                     |                  |              | (4.8  | )            |  |      | (4.7  | )     |  |   |      |      |  |   | (0.1 | )   
|                                 |                  |              |       |              |  |      |       |       |  |   |       |      |  |   |      |     
|                                 | Segment subtotal |              |       | 1,011.0      |  |      |       | 833.4 |  |   |       | 78.5 |  |   |      | 60.8 | 
|Inventory step-up                |                  |              |      |              |  |      |      |       |  |   | (10.2 | )    |  |   |     |     
|                                 |                  |              |       |              |  |      |       |       |  |   |       |      |  |   |      |     
|                                 | Total            |              | $     | 1,011.0      |  |      | $     | 833.4 |  |   | $     | 68.3 |  |   | $    | 60.8 | 
|                                 |                  |              |       |              |  |      |       |       |  |   |       |      |  |   |      |     

14



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Income from operations is revenue less related
costs and direct and allocated expenses. Intercompany sales and
transfers between segments were not material for the three
months ended March 31, 2004 and 2003.

In 2004, the Company recorded a charge of $10.2
million related to the step-up of Oxoids and Perbios
inventory to its acquired fair value.



|          |                            
|--------- | ---------------------------
|Note 11  | Other (Income) Expense, Net

Included in other (income) expense, net, during
the three months ended March 31, 2004 is $1.7 million
of dividend income from an investment in preferred stock
partially offset by $1.2 million for the write-off of
deferred financing fees associated with the repayment of bank
debt. During the three months ended March 31, 2003, in
connection with our debt refinancing, we recorded a charge of
$45.6 million consisting of $27.3 million of call
premiums and $18.3 million for the write-off of deferred
financing fees, which were partially offset by $1.4 million
of dividend income from an investment in preferred stock.



|          |                                 
|--------- | --------------------------------
|Note 12  | Recent Accounting Pronouncements

In April 2004, the FASB issued Staff Position
No. 129-1, Disclosure Requirements under FASB
Statement No. 129, Disclosure of Information about Capital
Structure, Relating to Contingently Convertible Securities
(FSP 129-1). FSP 129-1 requires additional
quantitative and qualitative disclosure regarding the nature of
the contingency and the potential impact of contingently
convertible securities.

In December 2003, the FASB issued Statement of
Financial Accounting Standards No. 132 (Revised 2003),
Employers Disclosures about Pensions and Other
Postretirement Benefits, (SFAS 132(R)).
SFAS 132(R) increases the existing disclosure requirements
by requiring more details about pension plan assets, benefit
obligations, cash flows, benefit costs and related information.
Companies will be required to segregate plan assets by category,
such as debt, equity and real estate, and to provide certain
expected rates of return and other informational disclosures.
Disclosures regarding foreign plans and estimated future benefit
payments will be provided by the Company in its annual financial
statements for the year ended December 31, 2004.

In December 2003, the FASB issued Staff Position
No. 106-1, Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003, (the Act)
(FSP 106-1). FSP 106-1 permits a sponsor
of a post-retirement health care plan that provides a
prescription drug benefit to make a one-time election to defer
accounting for the Act. The election to defer accounting for the
Act must be made before net periodic postretirement benefit
costs for the period that includes that Acts enactment are
first included in reported financial information. In accordance
with FSP 106-1, the Company elected to defer the accounting
for the Act until final guidance is issued by the Financial
Accounting Standards Board. The adoption of this staff position
upon final guidance is not anticipated to have a material effect
on the Companys financial position or results of
operations.



|          |                  
|--------- | -----------------
|Note 13  | Subsequent Events

On April 1, 2004, the Company acquired
Dharmacon, Inc. (Dharmacon) for approximately
$80 million in cash. Dharmacon focuses on RNA technology,
including RNA interference (RNAi) and small
interfering RNA (siRNA). RNA is a tool for
life-science research that increases the efficiency of the drug
discovery process.

On April 16, 2004, the Company exchanged
$150 million of its privately-placed 8% senior subordinated
notes due 2013 with SEC-registered $150 million 8% senior
subordinated notes due 2013.

15



---



##### Table of Contents








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

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. All statements other than statements of
historical facts included in this Form 10-Q may constitute
forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about
future events. Although we believe that our assumptions made in
connection with the forward-looking statements are reasonable,
there can be no assurances that the assumptions and expectations
will prove to be correct. Certain factors that might cause such
a difference include those discussed in the section entitled
Managements Discussion and Analysis of Financial
Condition and Results of Operations  Cautionary
Factors Regarding Forward-Looking Statements contained in
our Form 10-K for the year ended December 31, 2003. We
undertake 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

Sales in the first quarter of 2004 increased by
approximately 21%. Approximately 3 percentage points of this
growth is attributable to the effect of foreign currency
translation, approximately 10 percentage points is related to
our acquisitions of Perbio and Oxoid, with the remainder
organic. Included in income from operations for the first
quarter of 2004 is a charge of $10.2 million related to the
step-up of inventory to its acquired fair value for the Oxoid
and Perbio acquisitions. Excluding this charge, income from
operations increased approximately 29% to $78.5 million, or
7.8% of sales, compared with $60.8 million, or 7.3% of
sales, in the comparable period of 2003. We generated
approximately $66 million in cash from operations during
the quarter ended March 31, 2004 compared to approximately
$56 million in the corresponding period of 2003.

On March 17, 2004, we announced that the
boards of directors of Fisher and Apogent unanimously approved a
definitive merger agreement to combine the two companies (the
Merger). Apogent designs, manufactures and sells
laboratory and life-science products essential for healthcare
diagnostics and scientific research. This Merger will result in
several benefits to Fisher, including the expansion of our
life-sciences footprint, strengthening of our
biopharma-production and diagnostic-reagents offerings,
enhancement of our worldwide distribution and supply network,
and improve our operating margins, earnings growth and operating
cash flow.

Fisher is currently negotiating with various
institutional lenders as to the terms of a new multi-year credit
facility that will provide both a term and revolving facility.
We expect to enter into this new credit facility
contemporaneously with the consummation of the merger. This new
credit facility will replace our existing credit facility and we
will use a portion of the proceeds of the new credit facility to
replace the existing Apogent credit facility. The remainder of
the new credit facility will be available for general corporate
purposes and working capital.

In March 2004, we acquired Oxoid, a manufacturer
of microbiological culture media and other diagnostic products
that test for bacterial contamination. More recently, in April
2004, we completed our acquisition of Dharmacon, a manufacturer
of RNA tools used in life-science research that increase the
efficiency of the drug-discovery process. These acquisitions
expand our life-sciences footprint and we expect that as a
result of these acquisitions, revenues from our higher-margin
portfolio of proprietary products will increase to approximately
50% of 2004 revenues, thereby enhancing our operating margins
and increasing our earnings growth.

16



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##### Table of Contents



Results of Operations



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

The following table presents sales and sales
growth by reportable segment for the three months ended
March 31, 2004 and 2003 (dollars in millions):

|                                 |       |       |       |         |  |       |       |        |   |   |       |       |  |  |      |     |  
|-------------------------------- | ----- | ----- | ----- | ------- |  | ----- | ----- | ------ | - | - | ----- | ----- |  |  | ---- | --- | -
|                                 |       |       |       |        
|                                 |       | 2004  |       | 2003   
|                                 |       |       |       |        
|                                 |       |       |       | Sales   |  |       |       | Sales 
|                                 |       | Sales |       | Growth  |  | Sales |       | Growth
|                                 |       |       |       |         |  |       |       |       
|Scientific products and services |       | $     | 742.0 |         |  |       | 29.7  | %      |   | $ | 572.2 |       |  |  | 5.8  | %  
|Healthcare products and services |       |       | 235.4 |         |  |       | 9.0   | %      |   |   | 216.0 |       |  |  | 9.5  | %  
|Laboratory workstations          |       |       | 38.4  |         |  |       | (23.0 | )%     |   |   | 49.9  |       |  |  | 17.1 | %  
|Eliminations                     |       |       | (4.8  | )       |  |       |       |        |   |   | (4.7  | )     |  |  |      |    
|                                 |       |       |       |         |  |       |       |        |   |   |       |       |  |  |      |    
|                                 | Total |       | $     | 1,011.0 |  |       |       | 21.3   | % |   | $     | 833.4 |  |  |      | 7.5 | %
|                                 |       |       |       |         |  |       |       |        |   |   |       |       |  |  |      |    

Sales growth rates for the three months ended
March 31, 2004 and 2003 were favorably impacted by foreign
exchange translation of $27.5 million and
$18.7 million, respectively. Acquisitions accounted for
approximately 10 percentage points and 1 percentage point,
respectively, of the sales growth rates for the three months
ended March 31, 2004 and 2003. Our organic growth rate
excluding the impact of foreign exchange translation during the
three months ended March 31, 2004 improved to approximately
8% from approximately 4% in the comparable period of 2003. For
the three months ended March 31, 2004, our organic growth
rate was favorably impacted by increased sales to our
pharmaceutical customers and international customers,
improvements in sales to our U.S. biotechnology customers
and continued demand for clinical laboratory and safety-related
products, partially offset by an expected decline in sales in
our laboratory workstations segment.

Scientific Products and
Services.Sales growth rates for the
three months ended March 31, 2004 and 2003 were favorably
impacted by foreign exchange translation of $26.5 million
and $18.7 million, respectively. Acquisitions accounted for
approximately 13 percentage points and 2 percentage points,
respectively, of the sales growth rates for the three months
ended March 31, 2004 and 2003, excluding the effect of
foreign currency translation. The effect of acquisitions in 2004
is primarily attributable to the acquisitions of Oxoid in March
2004 and Perbios cell culture and bioresearch divisions in
September 2003. Our organic growth rate, excluding the impact of
foreign currency translation, for the three months ended
March 31, 2004 improved to approximately 12% from
approximately 1% in the comparable period of 2003. The increase
in our organic growth rate in 2004 was attributable to increased
sales to our pharmaceutical and academic customers and increased
demand for safety-related products. Additionally, sales to our
international research customers grew 2.5% versus a decline in
sales a year ago.

Healthcare Products and
Services.Sales growth for the three
months ended March 31, 2004 was primarily due to an
increase in demand for clinical laboratory products and the
acquisition of the Perbio medical devices business. The
acquisition of the Perbio medical devices business accounted for
approximately 4 percentage points of the sales growth during the
three months ended March 31, 2004. Sales growth was strong
in both hospitals and reference labs. The effect of foreign
exchange is not significant to our healthcare products and
services segment as sales are primarily to customers within the
U.S.

Laboratory
Workstations.As expected, the sales
growth rate decreased for the three months ended March 31,
2004, due to the timing of projects. Our backlog increased to
$114 million at March 31, 2004 versus
$109 million at March 31, 2003. Our backlog has
increased compared to year-end, but the timing of projects is
more weighted to the back half of this year and into next year.

17



---



##### Table of Contents





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

The following table presents income from
operations and income from operations as a percentage of sales
by reportable segment for the three months ended March 31,
2004 and 2003 (dollars in millions):

|                                 |                  |             |       |               |  |             |      |      |  |  |      |     |   |  |     |     |  
|-------------------------------- | ---------------- | ----------- | ----- | ------------- |  | ----------- | ---- | ---- |  |  | ---- | --- | - |  | --- | --- | -
|                                 |                  |             |       |               |  |            
|                                 |                  |             |       |               |  | Income from
|                                 |                  |             |       | Operations as
|                                 |                  | Income from |       | a Percentage 
|                                 |                  | Operations  |       | of Sales     
|                                 |                  |             |       |              
|                                 |                  | 2004        |       | 2003          |  | 2004        |      | 2003
|                                 |                  |             |       |               |  |             |      |     
|Scientific products and services |                  | $           | 66.6  |               |  | $           | 48.5 |      |  |  | 9.0  | %   |   |  | 8.5 | %  
|Healthcare products and services |                  |             | 12.1  |               |  |             | 9.8  |      |  |  | 5.1  | %   |   |  | 4.5 | %  
|Laboratory workstations          |                  |             | (0.2  | )             |  |             | 2.6  |      |  |  | (0.5 | )%  |   |  | 5.2 | %  
|Eliminations                     |                  |             |      |               |  |             | (0.1 | )    |  |  |      |     |   |  |     |    
|                                 | Segment subtotal |             |       | 78.5          |  |             |      | 60.8 |  |  |      | 7.8 | % |  |     | 7.3 | %
|                                 |                  |             |       |               |  |             |      |      |  |  |      |     |   |  |     |    
|Inventory step-up                |                  |             | (10.2 | )             |  |             |     |      |  |  |      |     |   |  |     |    
|                                 |                  |             |       |               |  |             |      |      |  |  |      |     |   |  |     |    
|                                 | Total            |             | $     | 68.3          |  |             | $    | 60.8 |  |  |      | 6.8 | % |  |     | 7.3 | %
|                                 |                  |             |       |               |  |             |      |      |  |  |      |     |   |  |     |    

Included in income from operations for the three
months ended March 31, 2004 are charges of
$10.2 million related to the step-up of inventory to its
acquired fair value for the Oxoid and Perbio acquisitions.
Excluding these charges, income from operations as a percentage
of sales was 7.8%. The increase in income from operations as a
percentage of sales is attributable to our acquisitions of Oxoid
and Perbio.

Scientific Products and
Services.The increase in income from
operations as a percentage of sales for the three months ended
March 31, 2004 was attributable to our acquisitions of
Oxoid and the Perbio cell culture and bioresearch divisions as
well as from improvements in our organic operating margins.

Healthcare Products and
Services.The increase in income from
operations as a percentage of sales for the three months ended
March 31, 2004 was primarily attributable to the
acquisition of Perbios medical device division.

Laboratory
Workstations.The decrease in income
from operations as a percentage of sales for the three months
ended March 31, 2004 was in line with our expectations and
was attributable to lower sales in 2004 versus 2003 as a result
of the timing of projects.



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

Interest expense for the three months ended
March 31, 2004 was $22.0 million, a decrease of
$0.3 million from the comparable period in 2003. The
decrease in interest expense is attributable to an overall
decrease in borrowing costs on our outstanding debt, partially
offset by an increase in our total debt balance as compared to
the prior period.



| |                            
| | ---------------------------
| | Other (Income) Expense, Net

Included in other (income) expense, net, during
the three months ended March 31, 2004 is $1.7 million
of dividend income from an investment in preferred stock
partially offset by $1.2 million for the write-off of
deferred financing fees associated with the repayment of bank
debt. During the three months ended March 31, 2003, in
connection with our debt refinancing, we recorded a charge of
$45.6 million consisting of $27.3 million of call
premiums and $18.3 million for the write-off of deferred
financing fees, which were partially offset by $1.4 million
of dividend income from an investment in preferred stock.



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

Our effective tax rate for the three months ended
March 31, 2004 was 28%, down from 30% for the corresponding
period in 2003, and reflects the ongoing implementation of tax
planning initiatives. The overall tax provision of
$12.4 million, or 26.4%, includes a tax benefit on
nonrecurring charges associated with the Perbio and Oxoid
acquisitions.

18



---



##### Table of Contents





| |                                    
| | -----------------------------------
| | Liquidity and Capital
    Resources

During the three months ended March 31,
2004, cash generated from operating activities was
$66.0 million compared with $55.8 million for the
comparable period in 2003. The increase in cash from operations
in 2004 was related to an increase in net income, continued
improvements in working capital management and $10 million
in contributions to our pension plans in the first quarter of
2003 that did not repeat in 2004. For the remainder of 2004, we
anticipate an increase in net income and improvements in working
capital management to continue to improve cash generated from
operating activities.

During the three months ended March 31,
2004, we used $348.4 million of cash for investing
activities compared with $12.6 million for the comparable
period in 2003. The increase in cash used in investing
activities is primarily attributable to the acquisition of Oxoid
in March 2004 and capital spending associated with Perbio
facility expansions.

During the three months ended March 31,
2004, financing activities generated $255.5 million of cash
compared with using $40.5 million of cash for the
comparable period in 2003. During the first quarter of 2004 we
completed the following financing transactions:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On February 12, 2004, we amended our
    existing $225 million receivables securitization facility
    extending the facilitys maturity date to February 2005.
    All other material terms and conditions under the receivables
    securitization facility remained unchanged.                                                                                                                                                                                                                                                                                                                                       
|
| |  | On March 3, 2004, we sold $300 million
    of our 3.25% convertible senior subordinated notes due 2024
    and on March 23, 2004 sold an additional $30 million
    principal amount upon exercise of the over allotment option by
    the initial purchasers of the notes. These notes were issued
    pursuant to our registration statement on Form S-3 filed
    with the SEC on September 15, 2003, under which we can
    issue up to $750 million of debt and equity securities. In
    connection with the sale of the 3.25% convertible senior
    notes, we paid approximately $7.8 million in financing fees.
|
| |  | On March 31, 2004, we retired
    $80 million of bank debt outstanding under our term loan
    facility reducing the outstanding balance to $360 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

As of March 31, 2004, we had the ability to
borrow an aggregate of $388.7 million under our accounts
receivable securitization facility and revolving credit facility.

In April 2003, the Company 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 notional value of $200 million and expire
at various dates between March 2008 and March 2010.

The following table summarizes maturities for our
significant financial obligations as of March 31, 2004 (in
millions):

|                                                                  |                               |                        |         |           |  |       |      |       |  |           |      |      |  |   |      |      |  |   |         |         | 
|----------------------------------------------------------------- | ----------------------------- | ---------------------- | ------- | --------- |  | ----- | ---- | ----- |  | --------- | ---- | ---- |  | - | ---- | ---- |  | - | ------- | ------- | 
|                                                                  |                               |                       
|                                                                  |                               | Payments Due by Period
|                                                                  |                               |                       
|                                                                  |                               |                        |         | Less than |  | 1-3   |      | 3-5   |  | More than
|Contractual Obligations                                           |                               | Total                  |         | 1 Year    |  | Years |      | Years |  | 5 Years  
|                                                                  |                               |                        |         |           |  |       |      |       |  |          
|Debt, including short-term debt(a)                                |                               | $                      | 1,624.7 |           |  | $     | 8.5  |       |  | $         | 13.6 |      |  | $ | 9.4  |      |  | $ | 1,593.2 |        
|Capital lease obligations                                         |                               |                        | 1.6     |           |  |       | 0.8  |       |  |           | 0.8  |      |  |   |     |      |  |   |        |        
|Operating leases                                                  |                               |                        | 146.0   |           |  |       | 28.6 |       |  |           | 42.5 |      |  |   | 31.2 |      |  |   | 43.7    |        
|Unconditional purchase obligations(b)                             |                               |                        | 1.3     |           |  |       | 0.9  |       |  |           | 0.4  |      |  |   |     |      |  |   |        |        
|Other long-term liabilities reflected on the
    balance sheet(c) |                               |                        | 14.1    |           |  |       |     |       |  |           | 6.8  |      |  |   | 3.3  |      |  |   | 4.0     |        
|                                                                  |                               |                        |         |           |  |       |      |       |  |           |      |      |  |   |      |      |  |   |         |        
|                                                                  | Total Contractual Obligations |                        | $       | 1,787.7   |  |       | $    | 38.8  |  |           | $    | 64.1 |  |   | $    | 43.9 |  |   | $       | 1,640.9 | 
|                                                                  |                               |                        |         |           |  |       |      |       |  |           |      |      |  |   |      |      |  |   |         |        



---



|    |  |                                                                                                                                                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Amounts represent the expected cash payments for
    our debt and do not include any unamortized discounts or
    premiums and deferred issuance costs.                                                                      
|   
|(b) |  | Unconditional purchase obligations include
    agreements to purchase goods or services that are enforceable
    and legally binding and that specify all significant terms,
    including: fixed or minimum quantities to be

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|    |  |                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | purchased; fixed, minimum or variable price
    provisions; and the approximate timing of the transaction.
    Purchase obligations exclude agreements that are cancelable at
    any time without penalty.
|   
|(c) |  | Includes only long-term liabilities where both
    the timing and amount of payment streams are known.                                                                                                     

In addition to the contractual obligations noted
above, the Company has outstanding standby letters of credit
totaling $26.3 million expiring over the next year.

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 our Credit
Facility. A change in demand for the Companys 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 (see Item 8  Financial Statements
and Supplementary Data  Note 21 Subsequent
Events in the Companys Form 10-K for the year
ended December 31, 2003) 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 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 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. On an ongoing basis, management
evaluates its estimates and judgments, including, among others,
those related to revenue recognition, environmental liabilities,
goodwill impairment, pension plans, convertible debt impact on
earnings per share, and stock-based compensation. 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 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, 2003 for the
Companys critical accounting policies.

Convertible
Notes we have
$630 million of convertible notes outstanding. The notes
may be converted into shares of our common stock (unless earlier
redeemed or repurchased by us) under various circumstances. The
conversion events are discussed in more detail under
Description of Indebtedness included in
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, 2003. Once the notes become
convertible, the dilutive effect of the convertible notes may be
reflected in diluted EPS by application of the treasury stock
method. By application of the treasury stock method,
1.1 million and 0.7 million shares would be included
in the weighted average common shares outstanding used in
computing diluted net income per share at a contingent
conversion price of $56.95 and $80.40 for our $300 million
2.50% convertible senior notes due 2023 and our
$330 million 3.25% convertible senior subordinated
notes due 2024, respectively.

Stock
Options we measure
compensation expense for our stock-based employee compensation
plans using the intrinsic value method prescribed by
APB Opinion No. 25, Accounting for Stock Issued
to Employees.

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Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based
Compensation (SFAS 123) defines a fair
value method of accounting for an employee stock option or
similar equity instrument. We determine the fair value of our
stock options using the Black-Scholes option-pricing model.
Compensation expense as prescribed by SFAS 123 would have
been 22%, dilutive to our diluted net income per share for the
three months ended March 31, 2004. Compensation expense for
stock options is anticipated to be approximately 16% dilutive to
our diluted net income per share for the year ending
December 31, 2004. Excluding the charges related to the
step-up in inventory to its acquired fair value for the
acquisitions, the dilutive effect of expensing stock options is
18% and 15% for the three months ended March 31, 2004 and
the year ending December 31, 2004, respectively.


Recent Accounting Pronouncements

For information on recent accounting
pronouncements, refer to Item 1  Financial
Statements  Note 12  Recent
Accounting Pronouncements, which is incorporated herein by
reference.






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

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% change in these market rates. We used market
rates as of March 31, 2004 on our financial instruments to
perform this 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.

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% 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% change in rates. A hypothetical
10% change in interest rates would not have had a material
impact on our fair values, cash flows or earnings for the three
months ended March 31, 2004 and 2003.

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% 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% change in currency exchange
rates. A hypothetical 10% change in the currency exchange rates
would not have had a material impact on the fair values, cash
flows or earnings for the three months ended March 31, 2004
and 2003.

Our primary commodity exposures relate to our use
of diesel fuel for transportation and natural gas for
manufacturing and heating purposes, 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% 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 months ended March 31, 2004 and 2003.

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

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exposures are in the major European currencies
and in the Canadian dollar. We do not hold derivatives for
trading purposes.


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.






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

As of the end of the period covered by this
quarterly report on Form 10-Q, an evaluation of the
effectiveness of the Companys disclosure controls and
procedures (pursuant to Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended) was carried out under the
supervision of the Companys Chief Executive Officer and
Chief Financial Officer, with the participation of the
Companys management. 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. There
has been no change in the Companys internal control over
financial reporting that occurred during the fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial
reporting.

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PART II  OTHER
INFORMATION




Item 6  Exhibits and
Reports on Form 8-K

(a) Exhibits:



| |                |                                                                                                                               
| | -------------- | ------------------------------------------------------------------------------------------------------------------------------
| | 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
January 20, 2004, reporting items 5 and 7, relating to the
filing of three Forms T-1 designating J.P. Morgan Trust Company,
National Association to act as an eligible trustee under the
Companys Senior Indenture, Subordinated Indenture and
Junior Subordinated Indenture.

Fisher filed a current report on Form 8-K, dated
February 11, 2004, reporting item 5, announcing Fishers
plans to acquire Oxoid Group Holdings Limited for approximately
$330 million and Dharmacon, Inc. for approximately $80 million
in cash.

Fisher filed a current report on Form 8-K, dated
March 5, 2004, reporting item 7, relating to Fishers
Underwriting Agreement with Goldman, Sachs & Co. and the
Supplemental Indenture No. 1, dated as of March 3, 2004, between
Fisher and J.P. Morgan Trust Company, National Association.

Fisher filed a current report on Form 8-K, dated
March 17, 2004, reporting items 5 and 7, announcing that
the Boards of Directors of Fisher and Apogent Technologies Inc.
have unanimously approved a definitive Agreement and Plan of
Merger to combine the two companies.

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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: May 7, 2004

24