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



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Fisher Scientific International Inc.

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


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

Registrants telephone number, including
area code:

(603) 926-5911




---

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

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

The number of shares of Common Stock outstanding
at November 7, 2003 was 62,798,291.









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TABLE OF CONTENTS



|                                                                            |                                                                                                 |  |  |  |  |  |  | 
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part 1 -- FINANCIAL INFORMATION                                            
|                                                                            | Item 1 -- Financial Statements                                                                 
|INTRODUCTION TO THE FINANCIAL STATEMENTS                                   
|STATEMENT OF OPERATIONS                                                    
|BALANCE SHEET                                                              
|STATEMENT OF CASH FLOWS                                                    
|STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
|NOTES TO FINANCIAL STATEMENTS                                              
|                                                                            | Item 2 -- Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                                                            | Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                           
|                                                                            | Item 4 -- Controls and Procedures                                                              
|PART II -- OTHER INFORMATION                                               
|                                                                            | Item 6 -- Exhibit and Reports on Form 8-K                                                      
|SIGNATURE                                                                  
|Ex-31.1 Section 302 Certification of CEO                                   
|Ex-31.2 Section 302 Certification of CFO                                   
|EX-32.1 SECTION 906 CERTIFICATION OF CEO                                   
|EX-32.2 SECTION 906 CERTIFICATION TO CFO                                   



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30,
2003

INDEX

|               |  |                                                                                                                            |    |          |    | 
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|               |  |                                                                                                                            |    | Page No.
|               |  |                                                                                                                            |    |         
|               |  | Part I  FINANCIAL
    INFORMATION:                                                                                        |    |          |    | 
|Item 1        |  | Financial Statements:                                                                                                      |    |          |    | 
|               |  | Introduction to the Financial Statements                                                                                   |    |          | 2  | 
|               |  | Statement of Operations  Three and
    Nine Months Ended September 30, 2003 and 2002                                      |    |          | 3  | 
|               |  | Balance Sheet  September 30, 2003
    and December 31, 2002                                                               |    |          | 4  | 
|               |  | Statement of Cash Flows  Nine Months
    Ended September 30, 2003 and 2002                                                |    |          | 5  | 
|               |  | Statement of Changes in Stockholders Equity
    and Other Comprehensive Income  Nine Months Ended
    September 30, 2003 |    |          | 6  | 
|               |  | Notes to Financial Statements                                                                                              |    |          | 7  | 
|Item 2        |  | Managements Discussion and Analysis of
    Results of Operations and Financial Condition                                  |    |          | 18 | 
|Item 3        |  | Quantitative and Qualitative Disclosures About
    Market Risk                                                             |    |          | 26 | 
|Item 4        |  | Controls and Procedures                                                                                                    |    |          | 27 | 
|               |  | Part II  OTHER
    INFORMATION:                                                                                           |    |          |    | 
|Item 6        |  | Exhibits and Reports on Form 8-K                                                                                           |    |          | 28 | 
|SIGNATURE      |  |                                                                                                                            | 30 |         
|Certifications |  |                                                                                                                            |    |         

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, 2002 balance sheet is the
balance sheet included in the audited financial statements as
shown in the Companys 2002 Annual Report on
Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when
read in conjunction with the financial statements included in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2002.

The financial information presented herein
reflects all adjustments (consisting only of normal-recurring
adjustments) that are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods
presented. The results for interim periods are not necessarily
indicative of the results to be expected for the full year.

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |      | 
|--------------------------------------------------------------------------------- | ------- | ------------------------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                                                                  |         |                                      |       |                  
|                                                                                  |         | Three Months Ended                   |       | Nine Months Ended
|                                                                                  |         | September 30,                        |       | September 30,    
|                                                                                  |         |                                      |       |                  
|                                                                                  |         | 2003                                 |       | 2002              |  | 2003 |       | 2002
|                                                                                  |         |                                      |       |                   |  |      |       |     
|                                                                                  |         |                                     
|                                                                                  |         | (In millions, except per share data)
|                                                                                  |         |                                     
|                                                                                  |         | (Unaudited)                         
|Sales                                                                             |         | $                                    | 890.0 |                   |  | $    | 830.9 |      |  | $ | 2,587.9 |      |  | $ | 2,416.3 |     
|Cost of sales                                                                     |         |                                      | 651.0 |                   |  |      | 612.8 |      |  |   | 1,902.6 |      |  |   | 1,779.6 |     
|Selling, general and administrative expense                                       |         |                                      | 170.9 |                   |  |      | 151.6 |      |  |   | 489.4   |      |  |   | 455.2   |     
|Restructuring credits                                                             |         |                                      |      |                   |  |      |      |      |  |   |        |      |  |   | (1.5    | )   
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Income from operations                                                            |         |                                      | 68.1  |                   |  |      | 66.5  |      |  |   | 195.9   |      |  |   | 183.0   |     
|Interest expense                                                                  |         |                                      | 23.4  |                   |  |      | 22.4  |      |  |   | 62.3    |      |  |   | 69.2    |     
|Other expense, net                                                                |         |                                      | 11.6  |                   |  |      | 0.1   |      |  |   | 59.2    |      |  |   | 11.9    |     
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Income before income taxes and cumulative effect
    of accounting change         |         |                                      | 33.1  |                   |  |      | 44.0  |      |  |   | 74.4    |      |  |   | 101.9   |     
|Income tax provision                                                              |         |                                      | 5.4   |                   |  |      | 14.1  |      |  |   | 14.6    |      |  |   | 32.1    |     
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Income before cumulative effect of accounting
    change                          |         |                                      | 27.7  |                   |  |      | 29.9  |      |  |   | 59.8    |      |  |   | 69.8    |     
|Cumulative effect of accounting change, net of tax                                |         |                                      |      |                   |  |      |      |      |  |   |        |      |  |   | (46.1   | )   
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Net income                                                                        |         | $                                    | 27.7  |                   |  | $    | 29.9  |      |  | $ | 59.8    |      |  | $ | 23.7    |     
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Basic income per common share before cumulative
    effect of accounting change   |         | $                                    | 0.50  |                   |  | $    | 0.55  |      |  | $ | 1.09    |      |  | $ | 1.28    |     
|Cumulative effect of accounting change, net of tax                                |         |                                      |      |                   |  |      |      |      |  |   |        |      |  |   | (0.84   | )   
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Basic net income per common share                                                 |         | $                                    | 0.50  |                   |  | $    | 0.55  |      |  | $ | 1.09    |      |  | $ | 0.44    |     
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Diluted income per common share before cumulative
    effect of accounting change |         | $                                    | 0.47  |                   |  | $    | 0.52  |      |  | $ | 1.02    |      |  | $ | 1.21    |     
|Cumulative effect of accounting change, net of tax                                |         |                                      |      |                   |  |      |      |      |  |   |        |      |  |   | (0.80   | )   
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Diluted net income per common share                                               |         | $                                    | 0.47  |                   |  | $    | 0.52  |      |  | $ | 1.02    |      |  | $ | 0.41    |     
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Weighted average common shares outstanding:                                       |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|                                                                                  | Basic   |                                      |       | 55.2              |  |      |       | 54.6 |  |   |         | 54.9 |  |   |         | 54.4 | 
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|                                                                                  | Diluted |                                      |       | 59.4              |  |      |       | 57.8 |  |   |         | 58.5 |  |   |         | 57.8 | 
|                                                                                  |         |                                      |       |                   |  |      |       |      |  |   |         |      |  |   |         |     

See the accompanying notes to financial
statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.






BALANCE SHEET


|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |        |         |         | 
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | ------------------------------------------ | ------------ | ------- | ------- | ----- | ------ | ------- | ------- | 
|                                         |                                                                                                                                                                                                                                | September 30,                    |                                            | December 31,
|                                         |                                                                                                                                                                                                                                | 2003                             |                                            | 2002        
|                                         |                                                                                                                                                                                                                                |                                  |                                            |             
|                                         |                                                                                                                                                                                                                                | (Unaudited)                      |                                            |             
|                                         |                                                                                                                                                                                                                                |                                 
|                                         |                                                                                                                                                                                                                                | (In millions, except share data)
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         | Cash and cash equivalents                                                                                                                                                                                                      |                                  | $                                          | 265.9        |         |         | $     | 38.8   |        
|                                         | Accounts receivable, net                                                                                                                                                                                                       |                                  |                                            | 417.0        |         |         |       | 358.0  |        
|                                         | Inventories                                                                                                                                                                                                                    |                                  |                                            | 354.0        |         |         |       | 267.8  |        
|                                         | Other current assets                                                                                                                                                                                                           |                                  |                                            | 128.4        |         |         |       | 104.8  |        
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total current assets             |                                            |              | 1,165.3 |         |       |        | 769.4   |        
|Property, plant and equipment            |                                                                                                                                                                                                                                |                                  | 413.7                                      |              |         |         | 332.7 |       
|Goodwill                                 |                                                                                                                                                                                                                                |                                  | 963.4                                      |              |         |         | 508.1 |       
|Other assets                             |                                                                                                                                                                                                                                |                                  | 416.6                                      |              |         |         | 261.2 |       
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total assets                     |                                            | $            | 2,959.0 |         |       | $      | 1,871.4 |        
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         | Short-term debt                                                                                                                                                                                                                |                                  | $                                          | 9.8          |         |         | $     | 23.9   |        
|                                         | Accounts payable                                                                                                                                                                                                               |                                  |                                            | 377.2        |         |         |       | 347.9  |        
|                                         | Accrued and other current liabilities                                                                                                                                                                                          |                                  |                                            | 252.6        |         |         |       | 211.5  |        
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total current liabilities        |                                            |              | 639.6   |         |       |        | 583.3   |        
|Long-term debt                           |                                                                                                                                                                                                                                |                                  | 1,574.8                                    |              |         |         | 921.8 |       
|Other liabilities                        |                                                                                                                                                                                                                                |                                  | 244.0                                      |              |         |         | 232.8 |       
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total liabilities                |                                            |              | 2,458.4 |         |       |        | 1,737.9 |        
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|Commitments and contingencies:           |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                        
|Stockholders equity:                    |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         | Preferred stock ($0.01 par value; 15,000,000
    shares authorized; none outstanding)                                                                                                                                          |                                  |                                            |             |         |         |       |       |        
|                                         | Common stock ($0.01 par value; 500,000,000 shares
    authorized; 62,800,330 and 54,675,513 shares issued; and
    62,537,685 and 54,638,907 shares outstanding at
    September 30, 2003 and December 31, 2002, respectively) |                                  |                                            | 0.6          |         |         |       | 0.5    |        
|                                         | Capital in excess of par value                                                                                                                                                                                                 |                                  |                                            | 952.5        |         |         |       | 676.4  |        
|                                         | Accumulated deficit                                                                                                                                                                                                            |                                  |                                            | (445.1       | )       |         |       | (504.9 | )      
|                                         | Accumulated other comprehensive loss                                                                                                                                                                                           |                                  |                                            | (4.2         | )       |         |       | (37.5  | )      
|                                         | Treasury stock, at cost (262,645 and 36,606
    shares at September 30, 2003 and December 31, 2002,
    respectively)                                                                                                          |                                  |                                            | (3.2         | )       |         |       | (1.0   | )      
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total stockholders equity       |                                            |              | 500.6   |         |       |        | 133.5   |        
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                |                                  | Total liabilities and stockholders equity |              | $       | 2,959.0 |       |        | $       | 1,871.4 | 
|                                         |                                                                                                                                                                                                                                |                                  |                                            |              |         |         |       |       

See the accompanying notes to financial
statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |        |       |       |  
|---------------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------- | ------- | ------ | ----- | ---- | ------ | ----- | ----- | -
|                                                                 |                                                                                   |                                                
|                                                                 |                                                                                   | Nine Months Ended                              
|                                                                 |                                                                                   | September 30,                                  
|                                                                 |                                                                                   |                                                
|                                                                 |                                                                                   | 2003                                            |                           | 2002   
|                                                                 |                                                                                   |                                                 |                           |        
|                                                                 |                                                                                   |                                                
|                                                                 |                                                                                   | (In millions)                                  
|                                                                 |                                                                                   |                                                
|                                                                 |                                                                                   | (Unaudited)                                    
|Cash flows from operating activities:                            |                                                                                   |                                                 |                           |         |        |       |      |       
|                                                                 | Net income                                                                        |                                                 | $                         | 59.8    |        |       | $    | 23.7   |      
|                                                                 | Adjustments to reconcile net income to cash
    provided by operating activities: |                                                 |                           |         |        |       |      |        |      
|                                                                 |                                                                                   | Depreciation and amortization                   |                           |         | 58.2   |       |      |        | 56.6  |      
|                                                                 |                                                                                   | Call premiums and deferred financing charges    |                           |         | 46.5   |       |      |        | 11.2  |      
|                                                                 |                                                                                   | Deferred income taxes                           |                           |         | 0.2    |       |      |        | (0.2  | )    
|                                                                 |                                                                                   | Other noncash expenses                          |                           |         | 16.2   |       |      |        | 2.2   |      
|                                                                 |                                                                                   | Cumulative effect of accounting change          |                           |         |       |       |      |        | 46.1  |      
|                                                                 |                                                                                   | Restructuring credits                           |                           |         |       |       |      |        | (1.5  | )    
|                                                                 |                                                                                   | Changes in working capital                      |                           |         |        |       |      |        |       |      
|                                                                 |                                                                                   |                                                 | Accounts receivables, net |         |        | (18.6 | )    |        |       | (39.9 | )
|                                                                 |                                                                                   |                                                 | Inventories               |         |        | 26.7  |      |        |       | (6.9  | )
|                                                                 |                                                                                   |                                                 | Accounts payable          |         |        | 11.3  |      |        |       | 34.3  |  
|                                                                 |                                                                                   |                                                 | Other assets              |         |        | (54.0 | )    |        |       | 6.6   |  
|                                                                 |                                                                                   |                                                 | Other liabilities         |         |        | 9.3   |      |        |       | (8.0  | )
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|                                                                 |                                                                                   | Cash provided by operating activities           |                           |         | 155.6  |       |      |        | 124.2 |      
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|Cash flows from investing activities:                            |                                                                                   |                                                 |                           |         |        |       |      |       
|                                                                 | Acquisition, net of cash acquired                                                 |                                                 |                           | (649.0  | )      |       |      | (7.9   | )    
|                                                                 | Capital expenditures                                                              |                                                 |                           | (50.1   | )      |       |      | (26.8  | )    
|                                                                 | Purchase of financial instruments                                                 |                                                 |                           | (15.6   | )      |       |      |       |      
|                                                                 | Proceeds from sale of property, plant and
    equipment                           |                                                 |                           | 0.3     |        |       |      | 0.1    |      
|                                                                 | Other investments                                                                 |                                                 |                           | 1.1     |        |       |      | (0.6   | )    
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|                                                                 |                                                                                   | Cash used in investing activities               |                           |         | (713.3 | )     |      |        | (35.2 | )    
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|Cash flows from financing activities:                            |                                                                                   |                                                 |                           |         |        |       |      |       
|                                                                 | Proceeds from sale of common stock                                                |                                                 |                           | 261.0   |        |       |      |       |      
|                                                                 | Proceeds from stock options exercised                                             |                                                 |                           | 11.5    |        |       |      | 6.2    |      
|                                                                 | Long-term debt proceeds                                                           |                                                 |                           | 1,308.0 |        |       |      | 150.0  |      
|                                                                 | Payments of long-term debt                                                        |                                                 |                           | (728.1  | )      |       |      | (227.0 | )    
|                                                                 | Changes in short-term debt, net                                                   |                                                 |                           | (16.6   | )      |       |      | (8.3   | )    
|                                                                 | Deferred financing costs                                                          |                                                 |                           | (27.1   | )      |       |      | (9.8   | )    
|                                                                 | Call premiums                                                                     |                                                 |                           | (27.3   | )      |       |      |       |      
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|                                                                 |                                                                                   | Cash provided by (used in) financing activities |                           |         | 781.4  |       |      |        | (88.9 | )    
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                   |                                                 | 3.4                       |         |        |       | 2.7  |       
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|Net change in cash and cash equivalents                          |                                                                                   |                                                 | 227.1                     |         |        |       | 2.8  |       
|Cash and cash equivalents  beginning
    of period              |                                                                                   |                                                 | 38.8                      |         |        |       | 75.1 |       
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       
|Cash and cash equivalents  end of
    period                    |                                                                                   | $                                               | 265.9                     |         |        | $     | 77.9 |       
|                                                                 |                                                                                   |                                                 |                           |         |        |       |      |       

See the accompanying notes to financial
statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY


AND OTHER COMPREHENSIVE INCOME


|                              |                                            |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |         |         |   |   |      |      |   |   |       |       |   |  |   |      |      | 
|----------------------------- | ------------------------------------------ | ------------------------------------- | ---------- | ---------- | - | --------- | --- | ----------- | - | ----------- | ----- | ------------- | - | --------------- | ----- | ------ | - | ------------- | ---- | ----- | - | ------ | ------ | ---- | - | - | ----- | ---- | - |  | ------- | ------- | - | - | ---- | ---- | - | - | ----- | ----- | - |  | - | ---- | ---- | 
|                              |                                            |                                       |            |            |   |           |     |             |   | Shares To   |       |               |   | Accumulated     |       |        |   |               |      |      
|                              |                                            |                                       |            | Capital in |   |           |     | Be          |   |             |       | Other         |   | Treasury Stock, |       |        |   |              
|                              |                                            | Common Stock                          |            | Excess of  |   | Shares    |     | Distributed |   |             |       | Comprehensive |   | at cost         |       |        |   | Other        
|                              |                                            |                                       |            | Par        |   | Deposited |     | From        |   | Accumulated |       | Income        |   |                 |       |        |   | Comprehensive
|                              |                                            | Shares                                |            | Amount     |   | Value     |     | In Trust    |   | Trust       |       | Deficit       |   | (Loss)          |       | Shares |   | Amount        |      | Total |   | Income
|                              |                                            |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |       
|                              |                                            |                                      
|                              |                                            | (In millions, except share data)     
|                              |                                            |                                      
|                              |                                            | (Unaudited)                          
|Balance at January 1, 2003    |                                            |                                       | 54,675,513 |            |   | $         | 0.5 |             |   | $           | 676.4 |               |   | $               | (34.0 | )      |   | $             | 34.0 |       |   | $      | (504.9 | )    |   | $ | (37.5 | )    |   |  | 36,606  |         |   | $ | (1.0 | )    |   | $ | 133.5 |       |   |  |   |     
|                              | Net income                                 |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        | 59.8 |   |   |       |     |   |  |         |        |   |   |      |     |   |   |       | 59.8  |   |  | $ | 59.8 |     
|                              | Foreign currency translation adjustment    |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | 35.5 |   |  |         |        |   |   |      |     |   |   |       | 35.5  |   |  |   | 35.5 |     
|                              | Unrealized investment gains                |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | 0.6  |   |  |         |        |   |   |      |     |   |   |       | 0.6   |   |  |   | 0.6  |     
|                              | Unrealized loss on cash flow hedges        |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | (2.4 | ) |  |         |        |   |   |      |     |   |   |       | (2.4  | ) |  |   | (2.4 | )   
|                              | Minimum pension liability                  |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       | (0.4 | ) |  |         |        |   |   |      |     |   |   |       | (0.4  | ) |  |   | (0.4 | )   
|                              |                                            |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |         |         |   |   |      |      |   |   |       |       |   |  |   |     
|                              |                                            | Subtotal  other comprehensive income |            |            |  |           |     |             |  |             |       |               |  |                 |       |        |  |               |      |       |  |        |        |      |  |   |       |      |  |  |         |         |  |   |      |      |  |   |       |       |  |  |   | $    | 93.1 | 
|                              |                                            |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |         |         |   |   |      |      |   |   |       |       |   |  |   |     
|                              | Proceeds from stock options                |                                       |            | 560,561    |   |           |     |            |   |             |       | 11.5          |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       |     |   |  |         |        |   |   |      |     |   |   |       | 11.5  |   |  |   |      |     
|                              | Tax benefit from stock options             |                                       |            |           |   |           |     |            |   |             |       | 2.5           |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       |     |   |  |         |        |   |   |      |     |   |   |       | 2.5   |   |  |   |      |     
|                              | Net proceeds from issuance of common stock |                                       |            | 6,634,526  |   |           |     | 0.1         |   |             |       | 259.9         |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       |     |   |  |         |        |   |   |      |     |   |   |       | 260.0 |   |  |   |      |     
|                              | Proceeds from warrant exercises            |                                       |            | 929,730    |   |           |     |            |   |             |       | 2.2           |   |                 |       |       |   |               |      |      |   |        |        |     |   |   |       |     |   |  |         | 226,039 |   |   |      | (2.2 | ) |   |       |      |   |  |   |      |     
|                              | Trust activity                             |                                       |            |           |   |           |     |            |   |             |       |              |   |                 |       | 8.4    |   |               |      | (8.4  | ) |        |        |     |   |   |       |     |   |  |         |        |   |   |      |     |   |   |       |      |   |  |   |      |     
|                              |                                            |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |         |         |   |   |      |      |   |   |       |       |   |  |   |     
|Balance at September 30, 2003 |                                            |                                       | 62,800,330 |            |   | $         | 0.6 |             |   | $           | 952.5 |               |   | $               | (25.6 | )      |   | $             | 25.6 |       |   | $      | (445.1 | )    |   | $ | (4.2  | )    |   |  | 262,645 |         |   | $ | (3.2 | )    |   | $ | 500.6 |       |   |  |   |     
|                              |                                            |                                       |            |            |   |           |     |             |   |             |       |               |   |                 |       |        |   |               |      |       |   |        |        |      |   |   |       |      |   |  |         |         |   |   |      |      |   |   |       |       |   |  |   |     

See the accompanying notes to financial
statements.

6



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






NOTES TO FINANCIAL STATEMENTS


(Unaudited)


Note 1  Formation and
Background

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

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

Note 2  Public Offering of Common
Stock

On September 30, 2003, the Company issued
and sold approximately 6.6 million shares of common stock
in a public offering at a price of $40.75 per share. The Company
sold these shares under a shelf registration
statement dated September 3, 2003 pursuant to which it may
issue and sell up to $750 million of its debt and equity
securities. The Company will apply $50 million of the
proceeds of this sale of common stock to redeem
$46.0 million principal amount of its
8 1/8 percent senior subordinated notes due 2012. The
Company intends to apply the remaining proceeds of the sale of
its common stock to repay a portion of the term loans under the
Companys senior credit facility.

Note 3  Change in Accounting
Principle

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

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

7



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


value of a reporting unit below its carrying
amount. The Company has elected to perform its annual test for
indication of goodwill impairment as of October 31 each
year.

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

Note 4  Acquisitions

On September 8, 2003, the Company acquired
approximately 93.6 percent of the outstanding stock of
Perbio Science AB (Perbio), a Swedish company listed
on the Stockholm Stock Exchange. On September 26, 2003, the
Company acquired an additional 5.1 percent of the
outstanding stock of Perbio increasing the Companys
ownership of Perbio to 98.7 percent. Perbio manufactures
and sells consumable tools for protein-related research and
protein-based biopharma drug production, primarily to customers
within the United States. The purchase price was approximately
$673 million in cash plus assumed net debt of approximately
$44 million. The results of Perbio have been included in
the domestic distribution segment from the date of acquisition.

The acquisition of Perbio shares (the
Perbio Acquisition) has been financed principally
through the sale of $300 million principal amount of our
2.50 percent convertible senior notes, $150 million
principal amount of 8 percent senior subordinated notes,
and the borrowing of an additional $250 million of term
loans under the Companys senior credit facility. For the
nine months ended September 30, 2003, other expense, net,
includes a charge of $15.6 million for the purchase of
options to hedge foreign currency exposures related to the
Perbio Acquisition.

The following table summarizes the estimated fair
values of the assets acquired and liabilities assumed in the
Perbio acquisition at the date of the acquisition. The
allocation of purchase price has been made based upon management
estimates and third-party valuations that have not been
finalized. Accordingly, the allocation of the purchase price is
preliminary and revisions may be necessary.

|                               |                           |               |       |       | 
|------------------------------ | ------------------------- | ------------- | ----- | ----- | 
|                               |                           | (In millions)
|Current Assets                 |                           | $             | 160.9 |      
|Property, plant, and equipment |                           |               | 61.4  |      
|Intangible assets              |                           |               | 184.8 |      
|Goodwill                       |                           |               | 455.8 |      
|                               |                           |               |       |      
|                               | Total assets acquired     |               |       | 862.9 | 
|                               |                           |               |       |      
|Current liabilities            |                           |               | 73.1  |      
|Other liabilities              |                           |               | 140.8 |      
|                               |                           |               |       |      
|                               | Total liabilities assumed |               |       | 213.9 | 
|                               |                           |               |       |      
|                               | Net assets acquired       |               | $     | 649.0 | 
|                               |                           |               |       |      

The following unaudited pro forma financial
information presents the results of operations as if the Perbio
acquisition described above had occurred at the beginning of
2002. The unaudited pro forma amounts include financing charges
to reflect borrowing costs that would have been incurred had the
Perbio acquisition occurred at the beginning of 2002. The
unaudited pro forma financial information is provided for
informational purposes

8



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


only and does not purport to be indicative of the
Companys results of operations that would actually have
been achieved had the Perbio acquisition been completed for the
period presented, or that may be obtained in the future (in
millions, except per share amounts).

|                                                         |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |      | 
|-------------------------------------------------------- | ------- | ------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                                         |         |                    |       |                  
|                                                         |         | Three Months Ended |       | Nine Months Ended
|                                                         |         | September 30,      |       | September 30,    
|                                                         |         |                    |       |                  
|                                                         |         | 2003               |       | 2002              |  | 2003 |       | 2002
|                                                         |         |                    |       |                   |  |      |       |     
|Sales                                                    |         | $                  | 938.1 |                   |  | $    | 887.8 |      |  | $ | 2,756.2 |      |  | $ | 2,573.7 |     
|Income before cumulative effect of accounting
    change |         |                    | 27.5  |                   |  |      | 29.9  |      |  |   | 57.6    |      |  |   | 68.0    |     
|Net income                                               |         |                    | 27.5  |                   |  |      | 29.9  |      |  |   | 57.6    |      |  |   | 21.9    |     
|Net income per common share                              |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|                                                         | Basic   |                    | $     | 0.50              |  |      | $     | 0.55 |  |   | $       | 1.05 |  |   | $       | 0.40 | 
|                                                         | Diluted |                    | $     | 0.46              |  |      | $     | 0.52 |  |   | $       | 0.99 |  |   | $       | 0.38 | 

Note 5  Inventories

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

|                  |       |               |       |              |  |   |       |       | 
|----------------- | ----- | ------------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | September 30, |       | December 31,
|                  |       | 2003          |       | 2002        
|                  |       |               |       |             
|Raw materials     |       | $             | 69.0  |              |  | $ | 46.6  |      
|Work in process   |       |               | 21.8  |              |  |   | 10.6  |      
|Finished products |       |               | 263.2 |              |  |   | 210.6 |      
|                  |       |               |       |              |  |   |       |      
|                  | Total |               | $     | 354.0        |  |   | $     | 267.8 | 
|                  |       |               |       |              |  |   |       |      

Note 6  Goodwill and Other
Intangible Assets

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

|                                     |  |              |       |               |  |              |       |       |  |   |      |  |  |   |       |  
|------------------------------------ |  | ------------ | ----- | ------------- |  | ------------ | ----- | ----- |  | - | ---- |  |  | - | ----- | -
|                                     |  | Domestic     |       | International |  | Laboratory   |       |      
|                                     |  | Distribution |       | Distribution  |  | Workstations |       | Total
|                                     |  |              |       |               |  |              |       |      
|Balance as of January 1, 2003        |  | $            | 341.8 |               |  | $            | 113.3 |       |  | $ | 53.0 |  |  | $ | 508.1 |  
|Purchase price allocation adjustment |  |              | (16.9 | )             |  |              | 0.7   |       |  |   |     |  |  |   | (16.2 | )
|Acquisition(a)                       |  |              | 455.8 |               |  |              |      |       |  |   |     |  |  |   | 455.8 |  
|Effect of foreign currency change    |  |              | 5.3   |               |  |              | 10.4  |       |  |   |     |  |  |   | 15.7  |  
|                                     |  |              |       |               |  |              |       |       |  |   |      |  |  |   |       |  
|Balance as of September 30, 2003     |  | $            | 786.0 |               |  | $            | 124.4 |       |  | $ | 53.0 |  |  | $ | 963.4 |  
|                                     |  |              |       |               |  |              |       |       |  |   |      |  |  |   |       |  






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

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

9



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

|                                                                                                                                                                                 |  |               |       |              |  |   |      | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------ |  | - | ---- | 
|                                                                                                                                                                                 |  | September 30, |       | December 31,
|                                                                                                                                                                                 |  | 2003          |       | 2002        
|                                                                                                                                                                                 |  |               |       |             
|Customer lists (net of accumulated amortization
    of $7.0 million and $5.9 million at September 30,
    2003 and December 31, 2002, respectively)                              |  | $             | 22.4  |              |  | $ | 15.1 | 
|Non-compete agreements (net of accumulated
    amortization of $17.6 million and $15.4 million at
    September 30, 2003 and December 31, 2002, respectively)                    |  |               | 3.9   |              |  |   | 5.8  | 
|Patents and tradenames (net of accumulated
    amortization of $7.9 million and $6.7 million at
    September 30, 2003 and December 31, 2002, respectively)                      |  |               | 12.4  |              |  |   | 8.9  | 
|Other amortizable intangible assets (net of
    accumulated amortization of $17.0 million and
    $9.2 million at September 30, 2003 and
    December 31, 2002, respectively)(a) |  |               | 193.8 |              |  |   | 20.4 | 
|                                                                                                                                                                                 |  |               |       |              |  |   |      | 
|Amortizable other intangible assets, net of
    accumulated amortization                                                                                                         |  | $             | 232.5 |              |  | $ | 50.2 | 
|                                                                                                                                                                                 |  |               |       |              |  |   |      | 

For the three and nine months ended
September 30, 2003, the Company recorded amortization
expense of $3.2 million and $7.2 million,
respectively, related to amortizable other intangible assets.
For the three and nine months ended September 30, 2002, the
Company recorded amortization expense of $1.9 million and
$6.2 million, respectively, related to amortizable other
intangible assets.

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

|                                |  |   |       | 
|------------------------------- |  | - | ----- | 
|For the year ended December 31, |  |  
|                                |  |  
|2003(b)                         |  | $ | 6.3   | 
|2004                            |  | $ | 25.1  | 
|2005                            |  | $ | 22.3  | 
|2006                            |  | $ | 22.0  | 
|2007                            |  | $ | 21.4  | 
|Thereafter                      |  | $ | 135.4 | 



---



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

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

Note 7  Accounts Payable

The Company maintains a zero balance cash
management system for its accounts payable. Accordingly,
included in accounts payable at September 30, 2003 and
December 31, 2002 are approximately $95 million and
$100 million of outstanding checks, respectively.

10



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 8  Debt

In January 2003, the Company issued and sold
$200 million of its 8 1/8 percent senior
subordinated notes due in 2012 at a premium resulting in an
effective yield of 7.4 percent. These notes were offered as
additional debt securities under an April 2002 indenture,
pursuant to which the Company issued and sold $150 million
of its 8 1/8 percent senior subordinated notes due
2012.

In February 2003, the Company entered into a
$225 million receivables securitization facility (the
Receivables Securitization), providing for the sale
on a revolving basis of all of the accounts receivable of Fisher
Scientific Company L.L.C., Cole-Parmer Instrument Company,
Fisher Clinical Services Inc. and Fisher Hamilton L.L.C. to FSI
Receivables Company LLC (FSI), a special purpose,
bankruptcy remote indirect wholly owned subsidiary of the
Company. On the same date, FSI and the Company, as servicer,
entered into a receivables transfer agreement with certain
financial institutions that provides for the transfer on a
revolving basis of an undivided percentage ownership interest in
a designated pool of accounts receivable up to a maximum amount
of $225 million. Under the terms of the Receivables
Securitization, the originators retain collection and
administrative responsibilities for the receivables in the pool.
The effective funded interest rate on the Receivables
Securitization is approximately one month LIBOR plus a usage fee
of 45 basis points. The unfunded annual commitment fee is 25
basis points. The Receivables Securitization expires in February
2004 and the Company expects to have a new facility in place
upon expiration of the current facility with similar terms and
conditions. The full amount of the Receivables Securitization
facility was available at September 30, 2003.

In February 2003, the Company entered into a new
credit facility (the Credit Facility) with a group
of financial institutions, consisting of a $400 million
term loan facility (the Original Term Facility) and
a $175 million revolving credit facility (the
Revolving Facility). On September 10, 2003, the
Company amended and restated the Credit Facility (the
Amended Credit Facility) to provide for, among other
things, an additional $250 million term loan facility (the
Tranche B-1 Term Facility) as part of the financing
of the Perbio Acquisition. The Amended Credit Facility consists
of (i) the Original Term Facility, (ii) the Tranche
B-1 Term Facility, and together with the Original Term Facility,
(the Term Facilities), (iii) the Revolving
Facility and (iv) upon request, and subject to the
fulfillment of certain conditions, an additional incremental
term loan facility (the Incremental Facility) of up
to a maximum amount that varies depending on, among other
things, meeting prescribed financial covenant levels and the
amount of senior unsecured debt incurred by the Company since
February 14, 2003. Borrowings under the Original Term
Facility bear interest at the adjusted LIBOR rate plus
2.50 percent per annum. Borrowings under the Tranche B-1
Term Facility bear interest at the adjusted LIBOR rate plus
2.25 percent per annum. Borrowings under the Revolving
Facility bear interest at the adjusted LIBOR rate plus
2.25 percent to 3.00 percent per annum, depending on
the Companys total leverage ratio. The Revolving Facility
includes a sub-limit for the issuance of letters of credit and
the Amended Credit Facility permits borrowers to be designated
in the future to borrow loans denominated in local currency from
individual lenders thereunder, either on a negotiated basis or
through a competitive bidding process. Commitment fees are
payable on the unborrowed amounts of the Revolving Facility at a
rate of between 0.375 percent and 0.50 percent per
annum, depending on the Companys total leverage ratio,
while such commitments remain outstanding. At September 30,
2003, $149.2 million of borrowings were available under the
Revolving Facility. As of September 30, 2003, the Term
Facilities require the Company to make quarterly repayments of
principal equal to $1.5 million from December 31, 2004
through March 31, 2009, and quarterly repayments of
principal equal to $142.5 million beginning June 30,
2009 through the maturity of the Term Facilities on
March 31, 2010. Commitments under the Revolving Facility
expire, and the loans outstanding thereunder mature, on
March 31, 2008. 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 total notional value of $200 million and
expire at various dates between March 2008 and March 2010.

11



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

Proceeds from the 8 1/8 percent senior
subordinated notes issued and sold in January 2003 and the
Original Term Facility were used to redeem the Companys
then-outstanding 9 percent senior subordinated notes due in
2008. As a result of the refinancing, the Company recorded a
charge in other expense, net, of $45.6 million, consisting
of $27.3 million of call premiums and $18.3 million of
deferred financing and other costs.

In July 2003, the Company issued and sold
$300 million of our 2.50 percent convertible senior
notes due October 1, 2023. The notes are convertible into
shares of our common stock under certain circumstances,
including: if the price of our common stock reaches, or the
trading price of the notes falls below, specified thresholds; if
the Company calls the notes for redemption; upon the occurrence
of specified corporate transactions; or if the credit ratings
assigned to the notes decline below certain levels. Upon
conversion, the Company will have the right to deliver, in lieu
of common stock, cash or a combination of cash and common stock.
Note holders will be able to convert at any date on or prior to
October 1, 2018, if the closing price of the common stock
for at least 20 days in a 30-day period exceeds
120 percent of the then current conversion price of the
notes. Note holders will be able to convert after
October 1, 2018, if the closing price of the common stock
exceeds 120 percent of the then current conversion price.
The notes convert into shares of the Companys common stock
at a rate of 21.0686 shares of common stock per $1,000
principal amount of the notes, which is equivalent to a
conversion price of $47.46 per share. Interest will be paid on
the notes on April 1 and October 1 of each year,
starting on October 1, 2003. On or after October 1,
2010, the Company has the option to redeem all or a portion of
the notes that have not been previously converted or
repurchased. The holders of the notes may require their
repurchase, subject to certain conditions, on October 1,
2010, October 1, 2015 and October 1, 2020 or upon a
change of control.

In August 2003, the Company issued and sold
$150 million of our 8 percent senior subordinated
notes due in September 2013. The indenture under which the 8
percent senior subordinated notes were issued contains covenants
that restrict, among other things, the ability of the Company
and its subsidiaries to (i) incur additional indebtedness, (ii)
pay dividends or make other restricted payments, (iii) merge or
consolidate with any other person, and (iv) make minority
investments, and contains other various covenants that are
customary for transactions of this type.

Proceeds from the Tranche B-1 Term Facility, the
2.50 percent convertible senior notes and the
8 percent senior subordinated notes were used to finance
the Perbio Acquisition.

12



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

|                                                                                                                                           |                      |               |       |              |  |   |       |       | 
|------------------------------------------------------------------------------------------------------------------------------------------ | -------------------- | ------------- | ----- | ------------ |  | - | ----- | ----- | 
|                                                                                                                                           |                      | September 30, |       | December 31,
|                                                                                                                                           |                      | 2003          |       | 2002        
|                                                                                                                                           |                      |               |       |             
|7 1/8 percent Notes (net of a discount
    of $0.3 million and $0.4 million at September 30,
    2003 and December 31, 2002, respectively) |                      | $             | 142.0 |              |  | $ | 149.6 |      
|8 percent Senior Subordinated Notes                                                                                                        |                      |               | 150.0 |              |  |   |      |      
|8 1/8 percent Senior Subordinated Notes
    (includes $7.6 million of premiums at September 30,
    2003 and none at December 31, 2002)    |                      |               | 357.6 |              |  |   | 150.0 |      
|9 percent Senior Subordinated Notes (net of
    a discount of $3.9 million at December 31, 2002)                                           |                      |               |      |              |  |   | 596.1 |      
|2.50 percent Convertible Senior Notes                                                                                                      |                      |               | 300.0 |              |  |   |      |      
|Term Facilities                                                                                                                            |                      |               | 597.4 |              |  |   |      |      
|Other                                                                                                                                      |                      |               | 37.6  |              |  |   | 50.0  |      
|                                                                                                                                           |                      |               |       |              |  |   |       |      
|                                                                                                                                           | Total debt           |               |       | 1,584.6      |  |   |       | 945.7 | 
|Less short-term debt                                                                                                                       |                      |               | (9.8  | )            |  |   | (23.9 | )    
|                                                                                                                                           |                      |               |       |              |  |   |       |      
|                                                                                                                                           | Total long-term debt |               | $     | 1,574.8      |  |   | $     | 921.8 | 
|                                                                                                                                           |                      |               |       |              |  |   |       |      

Note 9  Other Comprehensive
Income

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

|                                           |  |               |      |               |  |      |      |      |  |   |      |   |  |   |      |  
|------------------------------------------ |  | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                           |  |               |      |              
|                                           |  | Three Months  |      | Nine Months  
|                                           |  | Ended         |      | Ended        
|                                           |  | September 30, |      | September 30,
|                                           |  |               |      |              
|                                           |  | 2003          |      | 2002          |  | 2003 |      | 2002
|                                           |  |               |      |               |  |      |      |     
|Net income                                 |  | $             | 27.7 |               |  | $    | 29.9 |      |  | $ | 59.8 |   |  | $ | 23.7 |  
|Foreign currency translation adjustment    |  |               | 6.3  |               |  |      | 1.8  |      |  |   | 35.5 |   |  |   | 30.1 |  
|Unrealized gain (loss) on investments      |  |               | 5.0  |               |  |      | (0.3 | )    |  |   | 0.6  |   |  |   | (1.0 | )
|Unrealized gain (loss) on cash flow hedges |  |               | 0.1  |               |  |      | 0.7  |      |  |   | (2.4 | ) |  |   | 1.3  |  
|Realization of losses on cash flow hedges  |  |               |     |               |  |      |     |      |  |   |     |   |  |   | 5.3  |  
|Minimum pension liability                  |  |               | (0.4 | )             |  |      |     |      |  |   | (0.4 | ) |  |   |     |  
|                                           |  |               |      |               |  |      |      |      |  |   |      |   |  |   |      |  
|Comprehensive income                       |  | $             | 38.7 |               |  | $    | 32.1 |      |  | $ | 93.1 |   |  | $ | 59.4 |  
|                                           |  |               |      |               |  |      |      |      |  |   |      |   |  |   |      |  

13



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 10  Earnings Per
Share

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

|                                                                                                     |  |               |      |               |  |      |      |      |  |  |      |  |  |  |      | 
|---------------------------------------------------------------------------------------------------- |  | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  |  | ---- |  |  |  | ---- | 
|                                                                                                     |  |               |      |              
|                                                                                                     |  | Three Months  |      | Nine Months  
|                                                                                                     |  | Ended         |      | Ended        
|                                                                                                     |  | September 30, |      | September 30,
|                                                                                                     |  |               |      |              
|                                                                                                     |  | 2003          |      | 2002          |  | 2003 |      | 2002
|                                                                                                     |  |               |      |               |  |      |      |     
|Weighted average common shares outstanding used
    in computing basic net income per common share   |  |               | 55.2 |               |  |      | 54.6 |      |  |  | 54.9 |  |  |  | 54.4 | 
|Common stock equivalents(a)                                                                          |  |               | 4.2  |               |  |      | 3.2  |      |  |  | 3.6  |  |  |  | 3.4  | 
|                                                                                                     |  |               |      |               |  |      |      |      |  |  |      |  |  |  |      | 
|Weighted average common shares outstanding used
    in computing diluted net income per common share |  |               | 59.4 |               |  |      | 57.8 |      |  |  | 58.5 |  |  |  | 57.8 | 
|                                                                                                     |  |               |      |               |  |      |      |      |  |  |      |  |  |  |      | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The amount of outstanding antidilutive common
    stock options and warrants excluded from the computation of
    diluted earnings per share was 2.4 million and
    2.8 million for the three and nine months ended
    September 30, 2003, respectively, and was 2.0 million
    and 1.5 million for the three and nine months ended
    September 30, 2002, respectively.

The Company has $300 million of 2.50 percent
convertible senior notes outstanding as of September 30,
2003. Upon conversion, the Company has the right to deliver
shares of our common stock, cash or a combination of cash and
shares of our common stock. If converted into common stock, an
additional 6.3 million shares would be included in the
diluted net income per common share calculation.

14



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 11  Stock and Other
Plans

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

|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |      | 
|-------------------------------------------------------------------------------------------------------------------- | ------- | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  | - | ---- | ---- |  | - | ---- | ---- | 
|                                                                                                                     |         |               |      |              
|                                                                                                                     |         | Three Months  |      | Nine Months  
|                                                                                                                     |         | Ended         |      | Ended        
|                                                                                                                     |         | September 30, |      | September 30,
|                                                                                                                     |         |               |      |              
|                                                                                                                     |         | 2003          |      | 2002          |  | 2003 |      | 2002
|                                                                                                                     |         |               |      |               |  |      |      |     
|Net income, as reported                                                                                              |         | $             | 27.7 |               |  | $    | 29.9 |      |  | $ | 59.8 |      |  | $ | 23.7 |     
|Deduct: stock-based compensation expense
    determined using fair value based method for all awards, net of
    tax |         |               | 4.6  |               |  |      | 2.6  |      |  |   | 13.8 |      |  |   | 7.9  |     
|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|Net income, pro forma                                                                                                |         | $             | 23.1 |               |  | $    | 27.3 |      |  | $ | 46.0 |      |  | $ | 15.8 |     
|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|Net income per common share                                                                                          |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|As reported:                                                                                                         |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|                                                                                                                     | Basic   |               | $    | 0.50          |  |      | $    | 0.55 |  |   | $    | 1.09 |  |   | $    | 0.44 | 
|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|                                                                                                                     | Diluted |               | $    | 0.47          |  |      | $    | 0.52 |  |   | $    | 1.02 |  |   | $    | 0.41 | 
|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|Pro forma:                                                                                                           |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|                                                                                                                     | Basic   |               | $    | 0.42          |  |      | $    | 0.50 |  |   | $    | 0.84 |  |   | $    | 0.29 | 
|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     
|                                                                                                                     | Diluted |               | $    | 0.39          |  |      | $    | 0.47 |  |   | $    | 0.79 |  |   | $    | 0.27 | 
|                                                                                                                     |         |               |      |               |  |      |      |      |  |   |      |      |  |   |      |     

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

|                        |  |               |         |      |  |  |         |  
|----------------------- |  | ------------- | ------- | ---- |  |  | ------- | -
|                        |  |              
|                        |  | September 30,
|                        |  |              
|                        |  | 2003          |         | 2002
|                        |  |               |         |     
|Risk free interest rate |  |               | 2.6     | %    |  |  | 3.8     | %
|Expected life of option |  |               | 5 years |      |  |  | 5 years |  
|Volatility              |  |               | 41      | %    |  |  | 47      | %
|Expected dividend yield |  |               | 0       | %    |  |  | 0       | %

Note 12  Segment
Information

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

15



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


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

|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------- | - | ------------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |               |   |              
|       |                            | Three Months  |   | Nine Months  
|       |                            | Ended         |   | Ended        
|       |                            | September 30, |   | September 30,
|       |                            |               |   |              
|       |                            | 2003          |   | 2002          |       | 2003 |   | 2002 
|       |                            |               |   |               |       |      |   |      
|Sales: |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        
|       | Domestic distribution      |               | $ | 769.6         |       |      | $ | 717.9 |       |  | $ | 2,211.6 |         |  | $ | 2,088.7 |        
|       | International distribution |               |   | 119.5         |       |      |   | 116.7 |       |  |   | 366.3   |         |  |   | 337.3   |        
|       | Laboratory workstations    |               |   | 50.4          |       |      |   | 45.7  |       |  |   | 156.1   |         |  |   | 135.6   |        
|       | Eliminations               |               |   | (49.5         | )     |      |   | (49.4 | )     |  |   | (146.1  | )       |  |   | (145.3  | )      
|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total         |   | $             | 890.0 |      |   | $     | 830.9 |  |   | $       | 2,587.9 |  |   | $       | 2,416.3 | 
|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                            |               |                   |               |      |      |   |      |      |      |   |       |       |       |   |       |       |       | 
|----------------------- | -------------------------- | ------------- | ----------------- | ------------- | ---- | ---- | - | ---- | ---- | ---- | - | ----- | ----- | ----- | - | ----- | ----- | ----- | 
|                        |                            |               |                   |              
|                        |                            | Three Months  |                   | Nine Months  
|                        |                            | Ended         |                   | Ended        
|                        |                            | September 30, |                   | September 30,
|                        |                            |               |                   |              
|                        |                            | 2003          |                   | 2002          |      | 2003 |   | 2002
|                        |                            |               |                   |               |      |      |   |     
|Income from operations: |                            |               |                   |               |      |      |   |      |      |      |   |       |       |       |   |      
|                        | Domestic distribution(a)   |               | $                 | 58.7          |      |      | $ | 58.5 |      |      | $ | 166.9 |       |       | $ | 159.8 |      
|                        | International distribution |               |                   | 6.0           |      |      |   | 5.3  |      |      |   | 18.7  |       |       |   | 14.9  |      
|                        | Laboratory workstations    |               |                   | 2.9           |      |      |   | 2.9  |      |      |   | 9.3   |       |       |   | 7.4   |      
|                        | Eliminations               |               |                   | 0.5           |      |      |   | (0.2 | )    |      |   | 1.0   |       |       |   | (0.6  | )    
|                        |                            |               |                   |               |      |      |   |      |      |      |   |       |       |       |   |      
|                        |                            |               | Segment sub-total |               |      | 68.1 |   |      |      | 66.5 |   |       |       | 195.9 |   |       |       | 181.5 | 
|                        | Restructuring credits      |               |                   |              |      |      |   |     |      |      |   |      |       |       |   | (1.5  | )    
|                        |                            |               |                   |               |      |      |   |      |      |      |   |       |       |       |   |      
|                        |                            | Total         |                   | $             | 68.1 |      |   | $    | 66.5 |      |   | $     | 195.9 |       |   | $     | 183.0 |      
|                        |                            |               |                   |               |      |      |   |      |      |      |   |       |       |       |   |      



---

|    |                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes a $4.5 million charge to cost of
    sales for an inventory step-up recorded as part of the Perbio
    Acquisition for the three and nine months ended
    September 30, 2003.

Note 13  Recent Accounting
Pronouncements

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

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

In January 2003, the FASB issued Interpretation
No. 46, Consolidation of Variable Interest
Entities (FIN 46). FIN 46 defines
when a business enterprise must consolidate a variable interest
entity. FIN 46 applies immediately to variable interest
entities created after January 31, 2003. This
interpretation applies in

16



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


the first fiscal year or interim period beginning
after June 15, 2003, to entities in which an enterprise
holds a variable interest that it acquired before
February 1, 2003. The adoption of this interpretation did
not have a material effect on the Companys financial
position or results of operations.

Note 14  Subsequent
Events

On October 6, 2003, the Company retired
$24.7 million principal amount of its outstanding
7 1/8 percent notes due 2005. On October 20,
2003, the Company commenced a tender offer for the remaining
$117.6 million principal amount of its 7 1/8 percent
notes due December 2005. This tender offer will expire on
November 18, 2003, unless extended by the Company. In
addition, on October 20, 2003, the Company announced it
will redeem $46 million principal amount of its
8 1/8 percent senior subordinated notes due 2012
pursuant to terms included in the indenture. On October 23,
2003, the Company used proceeds from the equity offering to
retire bank term debt totaling $157.4 million.

On November 4, 2003, the Company sold an
additional $150 million of its 8 percent senior
subordinated notes due 2013 at a premium to yield
6.75 percent. These notes were offered as additional debt
securities under the indenture, pursuant to which, on
September 20, 2003, the Company issued and sold
$150 million of its 8 percent senior subordinated
notes due 2013.

17



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##### Table of Contents








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

This Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of
historical fact 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 Results of
Operations and Financial Condition  Cautionary
Factors Regarding Forward-Looking Statements contained in
our Form 10-K for the year ended December 31, 2002. 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 foreword-looking
events discussed in the report might not occur.

Overview

We report financial results on the basis of three
reportable segments: domestic distribution, international
distribution and laboratory workstations. The domestic
distribution segment manufactures, sells and distributes
products to three primary customer markets: scientific research,
clinical laboratory and industrial safety. Additionally, this
segment provides contract manufacturing, chemical manufacturing
and custom chemical synthesis and pharmaceutical services to
drug manufacturers engaged in phase III and phase IV
clinical trials. The international distribution segment sells
and distributes products primarily to the industrial and
scientific research markets. The laboratory workstations segment
engages in the manufacture and sale of laboratory furniture and
fume hoods to the scientific research, educational and medical
laboratory markets and in the manufacture and sale of consoles
and enclosures to the technology and financial industries. We
are currently evaluating the way we manage our business as a
result of the Perbio Acquisition and changes in dynamics in the
principal markets we serve. This evaluation is expected to be
completed during the fourth quarter of 2003 and may cause us to
change our reportable segments.

On September 8, 2003, the Company acquired
approximately 93.6 percent of the outstanding stock of
Perbio Science AB (Perbio) a Swedish Company
listed on the Stockholm Stock Exchange. On September 26,
2003, the Company acquired an additional 5.1 percent of the
outstanding stock of Perbio, increasing Fishers ownership
of Perbio to 98.7 percent. The Company purchased all of
these shares for an aggregate purchase price of approximately
$673 million and assumed net debt of approximately
$44 million. The Company has undertaken a mandatory
redemption for the remaining shares of Perbio in accordance with
Swedish tender law. The acquisition of Perbio shares (the
Perbio Acquisition) has been financed principally
through (a) the sale on July 7, 2003 of $300 million
principal amount of our 2.50 percent convertible senior
notes due 2003, (b) the sale on August 20, 2003 of
$150 million principal amount of 8 percent senior
subordinated notes due 2013, and (c) the borrowing on
September 14, 2003 of an additional $250 million of
term loans under our senior credit facility.

Perbio manufactures and sells consumable tools
for protein-related research and protein-based biopharma drug
production, primarily to customers within the United States. We
are currently evaluating the way we manage our business as a
result of the Perbio Acquisition and changes in dynamics in the
principal markets we serve. This evaluation is expected to be
completed during the fourth quarter of 2003 and may change our
reportable segments.

In January 2003, we sold $200 million of
8 1/8 percent senior subordinated notes due May 2012.
In February 2003, we entered into a new credit facility that
includes a five-year revolving facility that provides for
initial borrowings of $175 million and a seven-year $400 million
term loan. The proceeds from the term loan, together with
proceeds from the 8 1/8 percent senior subordinated
notes, were used to redeem our then-outstanding $600 million 9
percent senior subordinated notes maturing in 2008. As a result
of the financing, we recorded a charge of $45.6 million in the
first quarter of 2003 consisting of $27.3 million of call
premiums and

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$18.3 million of deferred financing and other
costs associated with calling the 9 percent senior subordinated
notes.


In February 2003, the Company also entered into a
new receivables securitization facility that provides for the
sale, on a revolving basis, of certain accounts receivable of up
to $225 million.

On September 30, 2003, the Company issued
and sold approximately 6.6 million shares of common stock
in a public offering at a price of $40.75 per share. Proceeds to
the Company from the offering were approximately
$260 million net of underwriters discounts and
offering costs. The equity offering was sold under a
shelf registration statement dated September 3,
2003 pursuant to which the Company may issue and sell up to
$750 million of debt and equity securities.

On November 4, 2003, the Company sold an
additional $150 million of 8 percent senior subordinated notes
due 2013 at a premium to yield 6.75 percent, which were offered
as additional debt securities under the August 20, 2003
indenture for the 8 percent senior subordinated notes issued on
August 20, 2003.

We have used, or are using, the proceeds from our
September 30, 2003 equity offering the issuance of 8 percent
senior subordinated notes to redeem $46 million principal amount
of our 8 1/8 percent senior subordinated notes on
November 24, 2003, to retire $24.7 million of our
7 1/8 percent senior notes due 2005, to repay $157.4
million of our term loans, and to finance a tender offer price
for our tender for the remaining $117.6 million of our
7 1/8 percent senior notes due 2005, as well as for
general purposes.

Results of Operations

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

|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------- | - | ------------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |               |   |              
|       |                            | Three Months  |   | Nine Months  
|       |                            | Ended         |   | Ended        
|       |                            | September 30, |   | September 30,
|       |                            |               |   |              
|       |                            | 2003          |   | 2002          |       | 2003 |   | 2002 
|       |                            |               |   |               |       |      |   |      
|Sales: |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        
|       | Domestic distribution      |               | $ | 769.6         |       |      | $ | 717.9 |       |  | $ | 2,211.6 |         |  | $ | 2,088.7 |        
|       | International distribution |               |   | 119.5         |       |      |   | 116.7 |       |  |   | 366.3   |         |  |   | 337.3   |        
|       | Laboratory workstations    |               |   | 50.4          |       |      |   | 45.7  |       |  |   | 156.1   |         |  |   | 135.6   |        
|       | Eliminations               |               |   | (49.5         | )     |      |   | (49.4 | )     |  |   | (146.1  | )       |  |   | (145.3  | )      
|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total         |   | $             | 890.0 |      |   | $     | 830.9 |  |   | $       | 2,587.9 |  |   | $       | 2,416.3 | 
|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                            |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |       |       | 
|----------------------- | -------------------------- | ----------------- | - | ------------- | ---- | ---- | - | ---- | ---- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                        |                            |                   |   |              
|                        |                            | Three Months      |   | Nine Months  
|                        |                            | Ended             |   | Ended        
|                        |                            | September 30,     |   | September 30,
|                        |                            |                   |   |              
|                        |                            | 2003              |   | 2002          |      | 2003 |   | 2002
|                        |                            |                   |   |               |      |      |   |     
|Income from operations: |                            |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      
|                        | Domestic distribution(a)   |                   | $ | 58.7          |      |      | $ | 58.5 |      |  | $ | 166.9 |       |  | $ | 159.8 |      
|                        | International distribution |                   |   | 6.0           |      |      |   | 5.3  |      |  |   | 18.7  |       |  |   | 14.9  |      
|                        | Laboratory workstations    |                   |   | 2.9           |      |      |   | 2.9  |      |  |   | 9.3   |       |  |   | 7.4   |      
|                        | Eliminations               |                   |   | 0.5           |      |      |   | (0.2 | )    |  |   | 1.0   |       |  |   | (0.6  | )    
|                        |                            |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                            | Segment sub-total |   |               | 68.1 |      |   |      | 66.5 |  |   |       | 195.9 |  |   |       | 181.5 | 
|                        | Restructuring credits      |                   |   |              |      |      |   |     |      |  |   |      |       |  |   | (1.5  | )    
|                        |                            |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                            | Total             |   | $             | 68.1 |      |   | $    | 66.5 |  |   | $     | 195.9 |  |   | $     | 183.0 | 
|                        |                            |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      



---



|    |                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes a $4.5 million charge to cost of
    sales for an inventory step-up recorded as part of the Perbio
    Acquisition for the three and nine months ended
    September 30, 2003.

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

Sales for the three and nine months ended
September 30, 2003 increased 7.1 percent to
$890.0 million and $2,587.9 million, respectively,
from $830.9 million and $2,416.3 million for the
comparable periods in 2002. The impact of foreign exchange had a
$13.5 million and $52.9 million favorable effect on
sales for the three and nine months ended September 30,
2003, respectively. Excluding the effect of foreign exchange,
more than half of the growth rate is attributable to organic
growth, primarily in our domestic distribution segment,
partially offset by a decrease in international distribution
sales. Sales growth from acquisitions was primarily attributable
to the Perbio Acquisition.

Sales in the domestic distribution segment
increased 7.2 percent and 5.9 percent to
$769.6 million and $2,211.6 million for the three and
nine months ended September 30, 2003, respectively. The
impact of foreign exchange had a $3.5 million and
$14.9 million favorable effect on sales for the three and
nine months ended September 30, 2003, respectively. The
sales growth in our domestic distribution segment is
attributable to increased demand for domestic-preparedness
products and our acquisition of Perbio, partially offset by slow
growth to certain of our biotechnology customers, and mixed
results among our pharmaceutical and industrial customers.

Sales in the international distribution segment
increased 2.4 percent and 8.6 percent to
$119.5 million and $366.3 million for the three and
nine months ended September 30, 2003, respectively. The
impact of foreign exchange had a $10.5 million and
$40.2 million favorable effect on sales for the three and
nine months ended September 30, 2003. The decrease in sales
in the international distribution segment, excluding the effect
of foreign exchange, was due to continued weakness in the
European economy and reduced government research funding.

Sales in the laboratory workstations segment
increased 10.3 percent and 15.1 percent to
$50.4 million and $156.1 million for the three and
nine months ended September 30, 2003, respectively. Growth
in the laboratory workstations segment during the third quarter
was primarily attributable to various international projects.
Laboratory workstations is a project-based business which
operates off of a backlog, a majority of which may be shipped in
less than one year. Delivery and installation of projects, which
are driven by the timing of construction projects, results in a
corresponding reduction in backlog. Backlog has decreased from
$109 million at December 31, 2002 to $101 million
at September 30, 2003.



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

Gross profit for the three months ended
September 30, 2003 increased 9.6 percent to
$239.0 million, or 26.9 percent of sales, from
$218.1 million, or 26.3 percent of sales, for the
comparable period in 2002. Gross profit for the nine months
ended September 30, 2003 increased 7.6 percent to
$685.3, or 26.5 percent of sales, from $636.7 million,
or 26.4 percent of sales, for the comparable period in
2002. Included in gross profit for the three and nine months
ended September 30, 2003 is $4.5 million in cost of sales
related to a step-up in the fair value of inventory from the
Perbio Acquisition. The change in gross profit as a percentage
of sales for the three months ended September 30, 2003 was
attributable to changes in volume and product and service mix.
The change in gross profit as a percentage of sales for the nine
months ended September 30, 2003 was attributable to price
increases in our base businesses.



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

Selling, general and administrative expense for
the three months ended September 30, 2003 increased
12.7 percent to $170.9 million, or 19.2 percent
of sales, from $151.6 million, or 18.2 percent of
sales, for the corresponding period in 2002. Selling, general
and administrative expense for the nine months ended
September 30, 2003 increased 7.5 percent to
$489.4 million, or 18.9 percent of sales, from
$455.2 million, or 18.8 percent of sales, for the
corresponding period in 2002. The increase in selling, general
and administrative expense as a percentage of sales was
primarily attributable to continued strategic

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investments in sales and marketing initiatives
and acquisitions, offset partially by benefits realized from
continued fixed cost leverage within our existing businesses.




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

We recorded a net restructuring credit of
$1.5 million during the nine months ended
September 30, 2002 related to our 2001 restructuring plans.
The restructuring credit is primarily related to a reduction in
estimated severance costs of approximately $1.6 million due
to certain employees electing to voluntarily separate from the
Company, as well as outplacement costs being less than
anticipated. Additionally, we recorded an additional
$0.1 million related to certain exit costs that could not
be estimated at the time the plan was announced and recorded.



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

Income from operations increased for the three
months ended September 30, 2003 to $68.1 million, or
7.7 percent of sales, from $66.5 million, or
8.0 percent of sales, for the comparable period in 2002.
Income from operations increased for the nine months ended
September 30, 2003 to $195.9 million, or
7.6 percent of sales, from $183.0 million, or
7.6 percent of sales, for the comparable period in 2002.
Included in income from operations for the three and nine months
ended September 30, 2003 is $4.5 million in cost of
sales related to a step-up in the fair value of inventory from
the Perbio Acquisition. Included in income from operations for
the nine months ended September 30, 2002 is a
$1.5 million restructuring credit, as discussed above.
Excluding the $4.5 million charge for the inventory
step-up, the increase in income from operations as a percentage
of sales for the three and nine months ended September 30,
2003 was primarily attributable to improvements in gross profit
and continued fixed cost leverage in our existing businesses.

Income from operations increased for the three
months ended September 30, 2003 in the domestic
distribution segment to $58.7 million, or 7.6 percent
of sales, from $58.5 million, or 8.1 percent of sales,
for the comparable period in 2002. Income from operations
increased for the nine months ended September 30, 2003 in
the domestic distribution segment to $166.9 million, or
7.6 percent of sales, from $159.8 million, or
7.7 percent of sales, for the comparable period in 2002.
Included in income from operations for the three and nine months
ended September 30, 2003 is $4.5 million in cost of
sales related to a step-up in the fair value of inventory from
the Perbio Acquisition. Excluding the $4.5 million charge
for the inventory step-up, the increase in income from
operations as a percentage of sales for the domestic
distribution segment was primarily attributable to improvements
in gross profit and continued fixed cost leverage in our
existing businesses.

Income from operations in the international
distribution segment increased to 6.0 million, or
5.0 percent of sales, and $18.7 million, or
5.1 percent of sales, for the three and nine months ended
September 30, 2003, respectively, from $5.3 million,
or 4.5 percent of sales, and $14.9 million, or
4.4 percent of sales, for the comparable periods in 2002.
The improvement in income from operations as a percentage of
sales is attributable to selling, general and administrative
cost saving initiatives.

Income from operations in the laboratory
workstations segment remained flat at $2.9 million, or
5.8 percent of sales, and increased to $9.3 million,
or 6.0 percent of sales, for the three and nine months
ended September 30, 2003, respectively, from
$2.9 million, or 6.3 percent of sales, and
$7.4 million, or 5.5 percent of sales, for the
comparable periods in 2002. Operating income in the laboratory
workstations segment decreased as a percentage of sales for the
quarter primarily due to product mix and increasing competitive
pressures. Operating income increased for the nine months ended
September 30, 2003 due to an increase in sales volume.



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

Interest expense increased by $1.0 million
and decreased by $6.9 million to $23.4 million and
$62.3 million for the three and nine months ended
September 30, 2003, respectively. The increase in interest
expense for the three months ended September 30, 2003 was
primarily due to debt offerings completed in the third quarter
of 2003 and $2.8 million of bridge financing commitment
fees associated with the Perbio Acquisition, partially offset by
an overall decrease in interest rates and recent debt
refinancings. For the nine

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months ended September 30, 2003, the
decrease in interest expense from the comparable period in 2002
was primarily due to the debt refinancings in April 2002 and
January 2003 and an overall decrease in interest rates.




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

Other expense for the three and nine months ended
September 30, 2003 was $11.6 million and
$59.2 million, respectively, compared to $0.1 million
of income and $11.9 million of expense for the comparable
periods in 2002. For the nine months ended September 30,
2003, other expense, net, includes charges of $27.3 million
for call premiums, $19.1 million for the write-off of
deferred financing fees, $13.9 million for the purchase of
options to hedge foreign currency exposures related to the
Perbio Acquisition and $1.8 million to put a collar on
these foreign currency options, partially offset by
$1.4 million of dividend income from an investment in
preferred stock. During the nine months ended September 30,
2002, the Company recorded a charge in other expense for
$11.2 million, consisting of $7.1 million of
fixed-swap unwind costs and $4.1 million of deferred
financing and other costs associated with the retirement of bank
term debt.



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

We recorded an income tax provision of
$5.4 million and $14.6 million for the three and nine
months ended September 30, 2003, respectively, compared
with a $14.1 million and $32.1 million for the
corresponding periods in 2002. The effective income tax rate for
the nine-month period ended September 30, 2003 was
19.6 percent compared with 31.5 percent for the
comparable period in 2002. The lower effective tax rate for the
nine months ended September 30, 2003 reflects the change in
the effective tax rate in the third quarter from 30 percent
to 28 percent and the impact of charges associated with the
debt refinancing in the first quarter of 2003 and the Perbio
Acquisition.



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

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

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

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

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

For the nine months ended September 30,
2003, we generated cash from operating activities of
$155.6 million compared with $124.2 million for the
comparable period in 2002. The increase in cash provided by
operating activities is primarily due to an increase in earnings
and continued improvements in working capital management. During
the nine months ended September 30, 2003, the Company made
$37.5 million in contributions to pension plans. As a
result of these contributions, as of September 30, 2003 all
of our plans approximated fully funded status. We expect 2003
full year cash flow from operations to be between $185 million
and $195 million.

During the nine months ended September 30,
2003, we used $713.3 million of cash for investing
activities compared with $35.2 million for the comparable
period in 2002. The increase in cash used for investing
activities is primarily attributable to the purchase of Perbio
and continued capital spending for our chemical manufacturing
capabilities and our new West Coast warehouse, which became
fully operational in the third quarter of 2003. We expect to
invest approximately $75 million in capital expenditures for the
full year 2003.

During the nine months ended September 30,
2003, financing activities generated $781.4 million of cash
compared with using $88.9 million of cash for the
comparable period in 2002. The cash generated from financing
activities is related to the completion of (i) the public
offering of our common stock on September 30, 2003,
(ii) the sale of $300 million principal amount of our
2.50 percent convertible senior notes due 2023,
(iii) the sale of $150 million principal amount of
8 percent senior subordinated notes due 2013, and
(iv) the borrowing of an additional $250 million of term
loans under our senior credit facility on September 10,
2003, partially offset by $27.3 million in the payment of
call premiums to redeem our 9 percent senior subordinated
notes due 2008 and $27.1 million in deferred financing
fees. We anticipate additional payments for call premiums and
the write-off of deferred financing fees in the fourth quarter
of 2003 of approximately $20 million. Included in financing
activities during the quarter was the repayment of approximately
$67 million in debt assumed with the Perbio Acquisition.

In January 2003, we issued and sold
$200 million of 8 1/8 percent senior subordinated
notes due in May 2012 at a premium resulting in an effective
yield of 7.4 percent. In August 2003, we exchanged the
8 1/8 percent senior subordinated notes through an
exchange offer with securities registered with the Securities
Exchange Commission. In February 2003, we entered into a new
credit facility, replacing the credit facility entered into in
January 1998 (the Credit Facility) with a group of
financial institutions, consisting of the Term Facility and a
$175 million revolving credit facility (the Revolving
Facility). Proceeds from the 8 1/8 percent
senior subordinated notes issued and sold in January 2003,
together with proceeds from the Term Facility, were used to
refinance the Companys then-outstanding 9 percent
senior subordinated notes due 2008. On September 10, 2003,
the Company amended and restated the Credit Facility (the
Amended Credit Facility) to provide for, among other
things, an additional $250 million term loan facility (the
Tranche B-1 Term Facility) as part of the
financing of the Perbio Acquisition. The Amended Credit Facility
consists of (i) the Original Term Facility, (ii) the
Tranche B-1 Term Facility and together with the Original
Term Facility, the Term Facilities, (iii) the
Revolving Facility and (iv) upon request, and subject to
the fulfillment of certain conditions, an incremental term loan
facility (the Incremental Facility) of up to a
maximum amount that varies depending on, among other things,
meeting prescribed financial covenant levels and the amount of
senior unsecured debt incurred by the Company since
February 14, 2003. Commitment fees are payable on the
unborrowed amounts of the Revolving Facility (which shall be
determined without taking into account any local currency loan
described below) and the Term Facilities at a rate of between
0.375 percent and 0.50 percent per annum, depending on
the Companys total leverage ratio, while such commitments
remain outstanding. Upon completion of our anticipated repayment
of $157.4 million of term loans, the Term Facilities will
require the Company to make quarterly repayments of principal
equal to $1.1 million from December 31, 2004 through
March 31, 2009, and quarterly repayments of principal equal
to $105 million beginning June 30, 2009 through the
maturity of the Term Facilities on March 31, 2010. Commitments
under the Revolving Facility expire, and the loans outstanding
thereunder, mature on March 31, 2008. The Term Facilities
limit our ability to pay cash dividends to 50 percent of
cumulative consolidated net income and $75 million per
fiscal quarter, that after giving effect to such payment, the
total leverage ratio shall not exceed 3.50 to 1.0.

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

In February 2003, we entered into a
$225 million receivables securitization facility
(Receivables Securitization), which provides for the
sale, on a revolving basis, of all of the accounts receivable of
Fisher Scientific Company L.L.C., Cole-Parmer Instrument
Company, Fisher Clinical Services Inc. and Fisher Hamilton
L.L.C. to FSI Receivables Company LLC (FSI), a
special purpose, bankruptcy remote indirect wholly owned
subsidiary of the Company. On the same date, FSI and Fisher, as
servicer, entered into a receivables transfer agreement with
certain financial institutions, which provides for the transfer
on a revolving basis of an undivided percentage ownership
interest in a designated pool of accounts receivable up to a
maximum amount of $225 million to be funded in cash from
time to time to FSI. Under the terms of the Receivables
Securitization, the originators retain collection and
administrative responsibilities for the receivables in the pool.
The effective funded interest rate on the Receivables
Securitization Facility is approximately one month LIBOR plus a
usage fee of 45 basis points. The unfunded annual commitment fee
is 25 basis points. The Receivables Securitization expires in
February 2004. The Company is planning to have a new facility in
place by the time the existing facility expires with similar
terms and conditions.

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

In July 2003, we issued and sold
$300 million of 2.50 percent convertible senior notes
due October 1, 2023 including the underwriters over
allotment. We applied the proceeds of this offering towards the
financing of the Perbio Acquisition. The notes are convertible
into shares of our common stock under certain circumstances,
including: if the price of our common stock reaches, or the
trading price of the notes falls below, specified thresholds; if
we call the note for redemption; upon the occurrence of
specified corporate transactions; or if the credit ratings
assigned to the notes decline below certain levels. Upon
conversion, we will have the right to deliver, in lieu of common
stock, cash or a combination of cash and common stock. Note
holders will be able to convert on any date on or prior to
October 1, 2018, if the closing price of the common stock
for at least 20 days in a 30-day period exceeds
120 percent of the then current conversion price of the
notes. Note holders will be able to convert after
October 1, 2018, if the closing price of the common stock
exceeds 120 percent of the then current conversion price.
Interest will be paid on the notes on April 1 and October 1 of
each year, starting on October 1, 2003. On or after
October 1, 2010, we have the option to redeem all or a
portion of the notes that have not been previously converted or
repurchased. The holders of the notes may require their
repurchase, subject to certain conditions, on October 1,
2010, October 1, 2015 and October 1, 2020 or upon
change of control.

In August 2003, we issued and sold
$150 million of 8 percent senior subordinated notes
due in September 2013. We applied the proceeds of this offering
towards the financing of the Perbio Acquisition. In October
2003, we launched an exchange offer to exchange our privately
placed 8 percent senior subordinated notes with SEC
registered notes. The exchange offer will terminate on
November 14, 2003, unless we extend it.

On September 30, 2003, the Company issued
and sold approximately 6.6 million shares of common stock in a
public offering at a price of $40.75 per share. Proceeds to the
Company from the offering were approximately $260 million net of
underwriters discounts and offering costs. The equity
offering was sold under a shelf registration
statement dated September 3, 2003 pursuant to which the
Company may issue and sell up to $750 million of debt and
equity securities.

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On November 4, 2003, the Company sold an
additional $150 million of 8 percent senior subordinated notes
due 2013 at a premium to yield 6.75 percent, which were offered
as additional debt securities under the August 20, 2003
indenture for the 8 percent senior subordinated notes issued on
August 20, 2003.

The Company has used, or is using, the proceeds
from the public offering of equity and the 8 percent senior
subordinated notes sold on November 4, 2003 to redeem $46
million principal amount of our 8 1/8 percent senior
subordinated notes on November 24, 2003, to retire $24.7 million
of our 7 1/8 percent senior notes due 2005, to repay
$157.4 million of our term loans, and to finance a tender
offer price for our tender for the remaining $117.6 million of
our 7 1/8 percent senior notes due 2005, as well as
for general purposes. If these refinancing transactions are
completed, the Company expects to incur charges of approximately
$20 million in the fourth quarter of 2003 consisting of
call premiums and the write-off of deferred financing fees.

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

|                                   |                               |                        |         |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |         |         | 
|---------------------------------- | ----------------------------- | ---------------------- | ------- | --------- |  | ----- | ---- | ----- |  | --------- | ----- | ----- |  | - | ---- | ---- |  | - | ------- | ------- | 
|                                   |                               |                       
|                                   |                               | Payments Due by Period
|                                   |                               |                       
|                                   |                               |                        |         | Less than |  | 1-3   |      | 3-5   |  | More than
|                                   |                               | Total                  |         | 1 Year    |  | Years |      | Years |  | 5 Years  
|                                   |                               |                        |         |           |  |       |      |       |  |          
|Long-Term Debt                     |                               | $                      | 1,584.6 |           |  | $     | 9.8  |       |  | $         | 168.4 |       |  | $ | 15.4 |      |  | $ | 1,391.0 |        
|Operating Leases                   |                               |                        | 139.7   |           |  |       | 26.1 |       |  |           | 37.8  |       |  |   | 27.8 |      |  |   | 48.0    |        
|Unconditional Purchase Obligations |                               |                        |        |           |  |       |     |       |  |           |      |       |  |   |     |      |  |   |        |        
|                                   |                               |                        |         |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |         |        
|                                   | Total Contractual Obligations |                        |         | 1,724.3   |  |       |      | 35.9  |  |           |       | 206.2 |  |   |      | 43.2 |  |   |         | 1,439.0 | 
|Standby letters of credit          |                               |                        | 25.8    |           |  |       | 25.8 |       |  |           |      |       |  |   |     |      |  |   |        |        
|                                   |                               |                        |         |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |         |        
|                                   | Total Obligations             |                        | $       | 1,750.1   |  |       | $    | 61.7  |  |           | $     | 206.2 |  |   | $    | 43.2 |  |   | $       | 1,439.0 | 
|                                   |                               |                        |         |           |  |       |      |       |  |           |       |       |  |   |      |      |  |   |         |        

We expect to satisfy our short-term funding
requirements from operating cash flow, together with cash and
cash equivalents on hand or available through the Amended Credit
Facility. A change in demand for our goods and services, while
unlikely, would reduce free operating cash flow available to
fund our operations. If such a decrease in demand were
significant and free operating cash flow were reduced
significantly, we could utilize the Receivables Securitization
facility to the extent that we have qualified receivables to
sell through the facility. We believe that these funding sources
are sufficient to meet our ongoing operating, capital
expenditure and debt service requirements for at least the next
twelve months. Cash requirements for periods beyond the next
twelve months depend on our profitability, our ability to manage
working capital requirements and our growth rate. We may seek to
raise additional funds from public or private debt or equity
financings, or from other sources for general corporate purposes
or for the acquisition of 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. Management continuously evaluates
its estimates and judgments, including, among others, those
related to product returns, warranty obligations, bad debts,
inventory obsolesce, intangible assets, income taxes, retirement
and insurance costs, and contingencies and litigation. Those
estimates and assumptions are based on our historical
experience, our observance of trends in the industry, and
various other factors that are believed to be reasonable under
the circumstances and form the basis for making judgments about
the carrying values of assets and liabilities that are not
readily apparent from 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

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Annual Report on Form 10-K for the year
ended December 31, 2002 for the companys critical
accounting policies.


Recent Accounting Pronouncements

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

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

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




Item 3  Quantitative and
Qualitative Disclosures About Market Risk

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

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

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

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

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


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

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




Item 4  Controls and
Procedures

As of the end of the period covered by this
quarterly report, an evaluation of the effectiveness of the
Companys disclosure controls and procedures (pursuant to
Rule 13a-14(c) under the Securities Exchange Act of 1934,
as amended) was carried out 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  Exhibit and Reports
on Form 8-K

(a)     Exhibits

Exhibit 4.1 Indenture, dated as of
July 7, 2003, by and between Fisher Scientific
International Inc. and J.P. Morgan Trust Company, National
Association, as Trustee. Incorporated by reference to
Exhibit 4.11 to Fisher Scientific International Inc.s
Registration Statement on Form S-4 (Registration no.
333-104361) filed on July 10, 2003.

Exhibit 4.2 Registration Rights Agreement,
dated as of July 7, 2003, among Fisher Scientific
International Inc. and Goldman Sachs & Co. Incorporated by
reference to Exhibit 4.12 to Fisher Scientific
International Inc.s Registration Statement on
Form S-4 (Registration no. 333-104361) filed on July 10,
2003.

Exhibit 4.3 Indenture, dated as of
August 20, 2003, between Fisher Scientific International
Inc. and J.P. Morgan Trust Company, National Association, as
Trustee. Included in an exhibit to Fisher Scientific
International Inc.s Registration Statement on
Form S-3 (Registration no. 333-108448), dated
September 3, 2003, and incorporated herein by reference.

Exhibit 4.4 Registration Rights Agreement,
dated as of August 20, 2003, among Fisher Scientific
International Inc., J.P. Morgan Securities Inc., Credit Suisse
First Boston LLC and Lazard Frères & Co. LLC. Included
in an exhibit to Fisher Scientific International Inc.s
Registration Statement on Form S-3 (Registration no.
333-108448), dated September 3, 2003, and incorporated
herein by reference.

Exhibit 10.1. Amended and Restated Credit
Agreement, dated as of September 10, 2003, among Fisher
Scientific International Inc., Fisher Scientific Company L.L.C.,
The Lenders Party thereto and JPMorgan Chase Bank, as
Administrative Agent. Included as an exhibit to the
Companys Form 8-K, filed with the Securities and
Exchange Commission on September 18, 2003, incorporated
herein by reference.

Exhibit 31.1: Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2: Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1: Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2: Certification pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

(b)     Reports on
Form 8-K:

Fisher filed a Current Report on Form 8-K,
dated July 30, 2003, reporting items 9 and 12,
announcing its financial results for the three and six months
ended June 30, 2003.

Fisher filed a Current Report on Form 8-K,
dated August 7, 2003, reporting item 9 relating to its
press release dated August 6, 2003 announcing the pricing
of $150 million of its 8 percent senior subordinated
notes due 2013.

Fisher filed a Current Report on Form 8-K,
dated August 14, 2003, reporting item 9, relating to
the extension of the acceptance period of its cash offer to
acquire Perbio Science AB.

Fisher filed a Current Report on Form 8-K,
dated August 20, 2003, reporting item 9, relating to
the increase in its all-cash bid to acquire the shares of Perbio
Science AB.

Fisher filed a Current Report on Form 8-K,
dated August 20, 2003, reporting item 9, relating to
the extension of the exchange offer for its
8 1/8 percent senior subordinated notes due 2012.

Fisher filed a Current Report on Form 8-K,
dated September 3, 2003, reporting item 9, announcing the
acquisition of 93.6% of the common shares of Perbio Science AB.

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Fisher filed a Current Report on Form 8-K,
dated September 18, 2003, reporting items 2 and 7, and
filing as an exhibit its Amended and Restated Credit Agreement
dated as of February 14, 2003, as amended and restated on
September 10, 2003, among Fisher Scientific International Inc.,
Fisher Scientific Company L.L.C., the lenders party thereto and
JPMorgan Chase Bank, as administrative agent.

Fisher filed a Current Report on Form 8-K,
dated September 25, 2003, reporting item 9, announcing the
acquisition of an additional 5.1% of the outstanding shares of
Perbio Science AB.

Fisher filed a Current Report on Form 8-K,
dated September 26, 2003, reporting item 9, announcing the
sale of 6.6 million shares of its common stock.

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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)

November 14, 2003

30