##### 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, 2002.                                                                                                                     |  | 
|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                                                                                |  | 02-0451017                              
|(State or other jurisdiction of
    Incorporation or organization)                      |  | (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



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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

The number of shares of Common Stock outstanding
at October 31, 2002 was 54,624,191.



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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 -- Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                               



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

For the Quarter Ended September 30,
2002


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, 2002 and 2001                                      |                                                                                           |      | 3 |   
|                                    |          | Balance Sheet  September 30, 2002 and
    December 31, 2001                                                               |                                                                                           |      | 4 |   
|                                    |          | Statement of Cash Flows  Nine Months
    Ended September 30, 2002 and 2001                                                |                                                                                           |      | 5 |   
|                                    |          | Statement of Changes in Stockholders Equity
    and Other Comprehensive Income  Nine Months Ended
    September 30, 2002 |                                                                                           |      | 6 |   
|                                    |          | Notes to Financial Statements                                                                                              |                                                                                           |      | 7 |   
|                                    | Item 2  |                                                                                                                            | Managements Discussion and Analysis of
    Results of Operations and Financial Condition |      |   | 15 | 
|                                    | Item 3  |                                                                                                                            | Quantitative and Qualitative Disclosures About
    Market Risk                            |      |   | 22 | 
|                                    | Item 4  |                                                                                                                            | Controls and Procedures                                                                   |      |   | 22 | 
|Part II  OTHER
    INFORMATION:    |          |                                                                                                                            |                                                                                           |     
|                                    | Item 6  |                                                                                                                            | Exhibits and Reports on Form 8-K                                                          |      |   | 23 | 
|SIGNATURE                           |          |                                                                                                                            | 24                                                                                        |     

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 or the Company), 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, 2001 balance sheet is the balance sheet
included in the audited financial statements as shown in the
Companys Annual Report on Form 10-K for the year
ended December 31, 2001. 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, 2001.

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

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


(in millions, except per share data)

|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |      | 
|------------------------------------------------------------------------------------- | ------- | ------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                                                                      |         |                    |       |                  
|                                                                                      |         | Three Months Ended |       | Nine Months Ended
|                                                                                      |         | September 30,      |       | September 30,    
|                                                                                      |         |                    |       |                  
|                                                                                      |         | 2002               |       | 2001              |  | 2002 |       | 2001
|                                                                                      |         |                    |       |                   |  |      |       |     
|                                                                                      |         |                   
|                                                                                      |         | (unaudited)       
|Sales                                                                                 |         | $                  | 830.9 |                   |  | $    | 729.5 |      |  | $ | 2,416.3 |      |  | $ | 2,125.3 |     
|Cost of sales                                                                         |         |                    | 612.8 |                   |  |      | 543.9 |      |  |   | 1,779.6 |      |  |   | 1,585.6 |     
|Selling, general and administrative expense                                           |         |                    | 151.6 |                   |  |      | 133.4 |      |  |   | 455.2   |      |  |   | 400.0   |     
|Restructuring and other charges (credits)                                             |         |                    |      |                   |  |      |      |      |  |   | (1.5    | )    |  |   | 51.6    |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Income from operations                                                                |         |                    | 66.5  |                   |  |      | 52.2  |      |  |   | 183.0   |      |  |   | 88.1    |     
|Interest expense                                                                      |         |                    | 22.4  |                   |  |      | 24.1  |      |  |   | 69.2    |      |  |   | 74.9    |     
|Other (income) expense, net                                                           |         |                    | 0.1   |                   |  |      | (0.1  | )    |  |   | 11.9    |      |  |   | 1.6     |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Income before income taxes and cumulative effect
    of accounting change             |         |                    | 44.0  |                   |  |      | 28.2  |      |  |   | 101.9   |      |  |   | 11.6    |     
|Income tax provision                                                                  |         |                    | 14.1  |                   |  |      | 11.3  |      |  |   | 32.1    |      |  |   | 6.2     |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Income before cumulative effect of accounting
    change                              |         |                    | 29.9  |                   |  |      | 16.9  |      |  |   | 69.8    |      |  |   | 5.4     |     
|Cumulative effect of accounting change, net of tax                                    |         |                    |      |                   |  |      |      |      |  |   | (46.1   | )    |  |   |        |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Net income                                                                            |         | $                  | 29.9  |                   |  | $    | 16.9  |      |  |   | 23.7    |      |  | $ | 5.4     |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Basic net income per common share before
    cumulative effect of accounting change   |         | $                  | 0.55  |                   |  | $    | 0.31  |      |  | $ | 1.28    |      |  | $ | 0.11    |     
|Cumulative effect of accounting change, net of tax                                    |         |                    |      |                   |  |      |      |      |  |   | (0.84   | )    |  |   |        |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Basic net income per common share                                                     |         | $                  | 0.55  |                   |  | $    | 0.31  |      |  | $ | 0.44    |      |  | $ | 0.11    |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Diluted net income per common share before
    cumulative effect of accounting change |         | $                  | 0.52  |                   |  | $    | 0.30  |      |  | $ | 1.21    |      |  | $ | 0.10    |     
|Cumulative effect of accounting change, net of tax                                    |         |                    |      |                   |  |      |      |      |  |   | (0.80   | )    |  |   |        |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Diluted net income per common share                                                   |         | $                  | 0.52  |                   |  | $    | 0.30  |      |  | $ | 0.41    |      |  | $ | 0.10    |     
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|Weighted average common shares outstanding:                                           |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|                                                                                      | Basic   |                    |       | 54.6              |  |      |       | 54.0 |  |   |         | 54.4 |  |   |         | 47.8 | 
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     
|                                                                                      | Diluted |                    |       | 57.8              |  |      |       | 57.1 |  |   |         | 57.8 |  |   |         | 51.6 | 
|                                                                                      |         |                    |       |                   |  |      |       |      |  |   |         |      |  |   |         |     

See the accompanying notes to financial
statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.




BALANCE SHEET

(in millions, except share data)

|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |        |         |         | 
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------------------ | ------------ | ------- | ------- | ----- | ------ | ------- | ------- | 
|                                         |                                                                                                                                                                                                                                | September 30,              |                                            | December 31,
|                                         |                                                                                                                                                                                                                                | 2002                       |                                            | 2001        
|                                         |                                                                                                                                                                                                                                |                            |                                            |             
|                                         |                                                                                                                                                                                                                                | (unaudited)                |                                            |             
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         | Cash and cash equivalents                                                                                                                                                                                                      |                            | $                                          | 77.9         |         |         | $     | 75.1   |        
|                                         | Accounts receivable, net                                                                                                                                                                                                       |                            |                                            | 379.6        |         |         |       | 332.0  |        
|                                         | Inventories                                                                                                                                                                                                                    |                            |                                            | 274.0        |         |         |       | 261.4  |        
|                                         | Other current assets                                                                                                                                                                                                           |                            |                                            | 88.3         |         |         |       | 89.3   |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total current assets       |                                            |              | 819.8   |         |       |        | 757.8   |        
|Property, plant and equipment            |                                                                                                                                                                                                                                |                            | 316.8                                      |              |         |         | 322.1 |       
|Goodwill                                 |                                                                                                                                                                                                                                |                            | 461.7                                      |              |         |         | 507.4 |       
|Other assets                             |                                                                                                                                                                                                                                |                            | 249.5                                      |              |         |         | 251.9 |       
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                |                            | Total assets                               |              | $       | 1,847.8 |       |        | $       | 1,839.2 | 
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         | Short-term debt                                                                                                                                                                                                                |                            | $                                          | 27.5         |         |         | $     | 75.7   |        
|                                         | Accounts payable                                                                                                                                                                                                               |                            |                                            | 373.3        |         |         |       | 336.1  |        
|                                         | Accrued and other current liabilities                                                                                                                                                                                          |                            |                                            | 214.0        |         |         |       | 225.9  |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total current liabilities  |                                            |              | 614.8   |         |       |        | 637.7   |        
|Long-term debt                           |                                                                                                                                                                                                                                |                            | 922.8                                      |              |         |         | 956.1 |       
|Other liabilities                        |                                                                                                                                                                                                                                |                            | 212.6                                      |              |         |         | 222.1 |       
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total liabilities          |                                            |              | 1,750.2 |         |       |        | 1,815.9 |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|Commitments and contingencies            |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|Stockholders equity:                    |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         | Preferred stock ($0.01 par value; 15,000,000
    shares authorized; none outstanding)                                                                                                                                          |                            |                                            |             |         |         |       |       |        
|                                         | Common stock ($0.01 par value; 500,000,000 shares
    authorized; 54,649,509 and 54,194,484 shares issued; and
    54,612,903 and 54,157,878 shares outstanding at
    September 30, 2002 and December 31, 2001, respectively) |                            |                                            | 0.5          |         |         |       | 0.5    |        
|                                         | Capital in excess of par value                                                                                                                                                                                                 |                            |                                            | 676.0        |         |         |       | 661.1  |        
|                                         | Accumulated deficit                                                                                                                                                                                                            |                            |                                            | (531.8       | )       |         |       | (555.5 | )      
|                                         | Accumulated other comprehensive loss                                                                                                                                                                                           |                            |                                            | (46.1        | )       |         |       | (81.8  | )      
|                                         | Treasury stock, at cost (36,606 shares at
    September 30, 2002 and December 31, 2001)                                                                                                                                        |                            |                                            | (1.0         | )       |         |       | (1.0   | )      
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                | Total stockholders equity |                                            |              | 97.6    |         |       |        | 23.3    |        
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       
|                                         |                                                                                                                                                                                                                                |                            | Total liabilities and stockholders equity |              | $       | 1,847.8 |       |        | $       | 1,839.2 | 
|                                         |                                                                                                                                                                                                                                |                            |                                            |              |         |         |       |       

See the accompanying notes to financial
statements.

4



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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


(in millions)

|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |        |      |        |  
|---------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ----------------------------------------------- | ------ | ----- | ----- | ----- | ------ | ---- | ------ | -
|                                                                 |                                                                                   |                                                                    
|                                                                 |                                                                                   | Nine Months Ended                                                  
|                                                                 |                                                                                   | September 30,                                                      
|                                                                 |                                                                                   |                                                                    
|                                                                 |                                                                                   | 2002                                                                |                                                 | 2001  
|                                                                 |                                                                                   |                                                                     |                                                 |       
|                                                                 |                                                                                   |                                                                    
|                                                                 |                                                                                   | (unaudited)                                                        
|Cash flows from operating activities:                            |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|                                                                 | Net income                                                                        |                                                                     | $                                               | 23.7   |       |       | $     | 5.4    |     
|                                                                 | Adjustments to reconcile net income to cash
    provided by operating activities: |                                                                     |                                                 |        |       |       |       |        |     
|                                                                 |                                                                                   | Restructuring and other charges (credits), net of
    cash expended |                                                 |        | (1.5  | )     |       |        | 42.9 |       
|                                                                 |                                                                                   | Depreciation and amortization                                       |                                                 |        | 56.6  |       |       |        | 59.6 |       
|                                                                 |                                                                                   | Loss on sale of property, plant and equipment                       |                                                 |        | 1.2   |       |       |        | 0.2  |       
|                                                                 |                                                                                   | Deferred income taxes                                               |                                                 |        | (0.2  | )     |       |        | (7.1 | )     
|                                                                 |                                                                                   | Equity in loss of unconsolidated affiliates                         |                                                 |        | 0.9   |       |       |        | 5.1  |       
|                                                                 |                                                                                   | Cumulative effect of accounting change                              |                                                 |        | 63.8  |       |       |        |     |       
|                                                                 |                                                                                   | Other non-cash expenses                                             |                                                 |        | 11.3  |       |       |        | 0.5  |       
|                                                                 |                                                                                   | Changes in working capital, net of effects of
    acquisitions:     |                                                 |        |       |       |       |        |      |       
|                                                                 |                                                                                   |                                                                     | Accounts receivable, net                        |        |       | (39.9 | )     |        |      | (20.2  | )
|                                                                 |                                                                                   |                                                                     | Inventories                                     |        |       | (6.9  | )     |        |      | (5.2   | )
|                                                                 |                                                                                   |                                                                     | Accounts payable                                |        |       | 34.3  |       |        |      | 12.4   |  
|                                                                 |                                                                                   |                                                                     | Other working capital changes                   |        |       | (5.1  | )     |        |      | (14.8  | )
|                                                                 |                                                                                   | Other assets and liabilities                                        |                                                 |        | (14.0 | )     |       |        | (1.0 | )     
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|                                                                 |                                                                                   |                                                                     | Cash provided by operating activities           |        |       | 124.2 |       |        |      | 77.8   |  
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|Cash flows from investing activities:                            |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|                                                                 | Acquisitions, net of cash acquired                                                |                                                                     |                                                 | (7.9   | )     |       |       | (163.9 | )   
|                                                                 | Capital expenditures                                                              |                                                                     |                                                 | (26.8  | )     |       |       | (23.8  | )   
|                                                                 | Proceeds from sale of property, plant and
    equipment                           |                                                                     |                                                 | 0.1    |       |       |       | 0.1    |     
|                                                                 | Other investing activity                                                          |                                                                     |                                                 | (0.6   | )     |       |       | (9.2   | )   
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|                                                                 |                                                                                   |                                                                     | Cash used in investing activities               |        |       | (35.2 | )     |        |      | (196.8 | )
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|Cash flows from financing activities:                            |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|                                                                 | Payments of long-term debt                                                        |                                                                     |                                                 | (227.0 | )     |       |       | (13.8  | )   
|                                                                 | Proceeds from stock options exercised                                             |                                                                     |                                                 | 6.2    |       |       |       | 1.5    |     
|                                                                 | Proceeds from sale of common stock                                                |                                                                     |                                                 |       |       |       |       | 289.9  |     
|                                                                 | Proceeds from long-term debt                                                      |                                                                     |                                                 | 150.0  |       |       |       |       |     
|                                                                 | Changes in short-term debt, net                                                   |                                                                     |                                                 | (8.3   | )     |       |       | 5.8    |     
|                                                                 | Debt refinancing costs                                                            |                                                                     |                                                 | (9.8   | )     |       |       |       |     
|                                                                 | Acquisition of treasury stock                                                     |                                                                     |                                                 |       |       |       |       | (0.7   | )   
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|                                                                 |                                                                                   |                                                                     | Cash provided by (used in) financing activities |        |       | (88.9 | )     |        |      | 282.7  |  
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                   |                                                                     | 2.7                                             |        |       |       | 0.1   |       
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|Net change in cash and cash equivalents                          |                                                                                   |                                                                     | 2.8                                             |        |       |       | 163.8 |       
|Cash and cash equivalents  beginning
    of period              |                                                                                   |                                                                     | 75.1                                            |        |       |       | 66.0  |       
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       
|Cash and cash equivalents  end of
    period                    |                                                                                   | $                                                                   | 77.9                                            |        |       | $     | 229.8 |       
|                                                                 |                                                                                   |                                                                     |                                                 |        |       |       |       |       

See the accompanying notes to financial
statements.

5



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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY


AND OTHER COMPREHENSIVE INCOME


(in millions)

|                              |                                           |                                       |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |      |      | 
|----------------------------- | ----------------------------------------- | ------------------------------------- | --- | ---------- |  | --------- | ----- | ----------- |  | ----------- | ----- | ------------- |  | -------- | ---- | ----- | - | ------------- | ------ | ---- |  | - | ----- | ---- | - | - | ---- | - |  | - | ---- | ---- | - |  | - | ---- | ---- | 
|                              |                                           |                                       |     |            |  |           |       |             |  |             |       | Accumulated   |  |          |      |       |   |              
|                              |                                           |                                       |     |            |  |           |       | Shares      |  |             |       | Other         |  |          |      |       |   |              
|                              |                                           |                                       |     | Capital in |  | Shares    |       | To Be       |  |             |       | Comprehensive |  | Treasury |      |       |   | Other        
|                              |                                           | Common                                |     | Excess of  |  | Deposited |       | Distributed |  | Accumulated |       | Income        |  | Stock,   |      |       |   | Comprehensive
|                              |                                           | Stock                                 |     | Par Value  |  | In Trust  |       | From Trust  |  | Deficit     |       | (Loss)        |  | at Cost  |      | Total |   | Income       
|                              |                                           |                                       |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |              
|                              |                                           |                                      
|                              |                                           | (unaudited)                          
|Balance at January 1, 2002    |                                           | $                                     | 0.5 |            |  | $         | 661.1 |             |  | $           | (50.6 | )             |  | $        | 50.6 |       |   | $             | (555.5 | )    |  | $ | (81.8 | )    |   | $ | (1.0 | ) |  | $ | 23.3 |      |   |  |   |     
|                              | Net income                                |                                       |     |           |  |           |       |            |  |             |       |              |  |          |      |      |   |               |        | 23.7 |  |   |       |     |   |   |      |  |  |   |      | 23.7 |   |  | $ | 23.7 |     
|                              | Foreign currency translation adjustment   |                                       |     |           |  |           |       |            |  |             |       |              |  |          |      |      |   |               |        |     |  |   |       | 30.1 |   |   |      |  |  |   |      | 30.1 |   |  |   | 30.1 |     
|                              | Unrealized investment losses              |                                       |     |           |  |           |       |            |  |             |       |              |  |          |      |      |   |               |        |     |  |   |       | (1.0 | ) |   |      |  |  |   |      | (1.0 | ) |  |   | (1.0 | )   
|                              | Unrealized gain on cash flow hedges       |                                       |     |           |  |           |       |            |  |             |       |              |  |          |      |      |   |               |        |     |  |   |       | 1.3  |   |   |      |  |  |   |      | 1.3  |   |  |   | 1.3  |     
|                              | Realization of losses on cash flow hedges |                                       |     |           |  |           |       |            |  |             |       |              |  |          |      |      |   |               |        |     |  |   |       | 5.3  |   |   |      |  |  |   |      | 5.3  |   |  |   | 5.3  |     
|                              |                                           |                                       |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     
|                              |                                           | Subtotal  other comprehensive income |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   | $    | 59.4 | 
|                              |                                           |                                       |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     
|                              | Proceeds from stock options               |                                       |     |           |  |           |       | 6.2         |  |             |       |              |  |          |      |      |   |               |        |     |  |   |       |     |   |   |      |  |  |   |      | 6.2  |   |  |   |      |     
|                              | Tax benefit from stock options            |                                       |     |           |  |           |       | 8.7         |  |             |       |              |  |          |      |      |   |               |        |     |  |   |       |     |   |   |      |  |  |   |      | 8.7  |   |  |   |      |     
|                              | Trust activity                            |                                       |     |           |  |           |       |            |  |             |       | 13.5          |  |          |      | (13.5 | ) |               |        |     |  |   |       |     |   |   |      |  |  |   |      |     |   |  |   |      |     
|                              |                                           |                                       |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     
|Balance at September 30, 2002 |                                           | $                                     | 0.5 |            |  | $         | 676.0 |             |  | $           | (37.1 | )             |  | $        | 37.1 |       |   | $             | (531.8 | )    |  | $ | (46.1 | )    |   | $ | (1.0 | ) |  | $ | 97.6 |      |   |  |   |     
|                              |                                           |                                       |     |            |  |           |       |             |  |             |       |               |  |          |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     

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 incorporated
in September 1991. The Companys operations are conducted
throughout North and South America, Europe, the Far East, 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
engages in the supply, marketing, service and manufacture of
scientific, clinical, educational, and occupational health and
safety products. Additionally, this segment provides contract
manufacturing and pharmaceutical packaging services for
phase III and IV clinical trials. The international
distribution segment engages in the supply, marketing and
service of primarily scientific research products. The
laboratory workstations segment manufactures laboratory
workstations and fume hoods for the scientific research market
and consoles and enclosures for technology and data centers.

In February 2002, certain of the Companys
stockholders sold 7.4 million shares of common stock in an
underwritten public offering. The Company did not receive any of
the proceeds from this offering. As of September 30, 2002,
certain affiliates of Thomas H. Lee Partners and the other
institutional investors involved in the Companys
recapitalization in 1998 together with management of the Company
own approximately 50% of the Companys outstanding common
stock.

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

Note 2  Change in Accounting
Principle

In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting
Standards No. 141, Business Combinations
(SFAS 141) and Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142).

SFAS 141 requires the purchase method of
accounting for business combinations initiated after
June 30, 2001, and eliminated the pooling-of-interests
method for business combinations. SFAS 141 also specifies
the types of acquired intangible assets that are required to be
included in goodwill. Under the provisions of SFAS 141,
goodwill and intangible assets determined to have an indefinite
useful life that are acquired in a business combination
completed after June 30, 2001, were not amortized. Goodwill
and intangible assets acquired in business combinations
completed prior to July 1, 2001, continued to be amortized
through December 31, 2001.

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
requires the Company to perform an evaluation of whether
goodwill and indefinite-lived intangible assets are impaired as
of January 1, 2002, the effective date of the statement for
the Company. The Company has determined that no impairment
exists 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
exists. This initial assessment compares the fair value of the
reporting unit to its carrying value, including goodwill. Fair
value was determined using a combination of discounted cash flow
and multiple of earnings valuation techniques. To the extent
that the fair

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

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 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.

The impairment charge in the international
distribution segment related to certain of the Companys
smaller market distribution businesses where current operating
performance is lower than the original forecast. The
Companys laboratory workstations segment is sensitive to
changes in capital spending and several of the markets the
laboratory workstations segment sells to, including the
technology industry, experienced a significant economic slowdown
causing a reduction in spending in those markets. As a result,
sales growth was less than originally forecasted, resulting in
decreased profitability.

SFAS 142 also requires that goodwill be tested
annually and between annual tests if events occur or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount. The
Company has elected to perform its annual test for indications
of goodwill impairment as of October 31 of each year.
Future impairments of goodwill, if any, will be recorded to
operating income in the Companys statement of operations.

In accordance with SFAS 142, the Company
discontinued the amortization of goodwill effective
January 1, 2002. The following is a reconciliation of net
income, as reported, to net income and net income per share for
the three and nine months ended September 30, 2001,
excluding goodwill amortization (in millions, except per share
amounts):

|                                                                  |         |                    |      |                    |  |   |      |      | 
|----------------------------------------------------------------- | ------- | ------------------ | ---- | ------------------ |  | - | ---- | ---- | 
|                                                                  |         | Three Months Ended |      | Nine Months Ended 
|                                                                  |         | September 30, 2001 |      | September 30, 2001
|                                                                  |         |                    |      |                   
|Net income as reported                                            |         | $                  | 16.9 |                    |  | $ | 5.4  |     
|Goodwill amortization, net of tax                                 |         |                    | 3.9  |                    |  |   | 10.9 |     
|                                                                  |         |                    |      |                    |  |   |      |     
|Net income, excluding goodwill amortization                       |         | $                  | 20.8 |                    |  | $ | 16.3 |     
|                                                                  |         |                    |      |                    |  |   |      |     
|Net income per common share, excluding goodwill
    amortization: |         |                    |      |                    |  |   |      |     
|                                                                  | Basic   |                    | $    | 0.39               |  |   | $    | 0.34 | 
|                                                                  |         |                    |      |                    |  |   |      |     
|                                                                  | Diluted |                    | $    | 0.36               |  |   | $    | 0.32 | 
|                                                                  |         |                    |      |                    |  |   |      |     

Note 3  Senior Subordinated
Notes

In April 2002, the Company issued and sold
$150.0 million of 8 1/8 percent 10-year senior
subordinated notes (the Note Offering). The Company
used the net proceeds of the Note Offering, together with
proceeds from the sale of accounts receivables through its
receivables securitization facility and cash on hand, to repay
bank term debt totaling $211.3 million. As a result of the
refinancing, the Company recorded an $11.2 million charge
in the second quarter, consisting of $7.1 million of
fixed-swap unwind costs and $4.1 million of deferred
financing and other costs associated with the term debt.

Note 4  Acquisitions

On July 31, 2002, the Company acquired a
Netherlands-based distributor operating under the names of
Retsch and Emergo, further enhancing the Companys position
in northern Europe. Retsch and Emergo are distributors of
instruments, equipment and supplies to the scientific research
and industrial markets with

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

annual revenues of approximately
$14.0 million. The net purchase price of $7.9 million
was funded using cash on hand. The results of Retsch and Emergo
have been included in the international distribution segment
from the date of acquisition.

In November 2001, the Company acquired
Cole-Parmer Instrument Company and its affiliated companies
(Cole-Parmer) for $208.5 million in cash.
Cole-Parmer is a worldwide manufacturer and distributor of
specialty technical instruments, equipment and supplies. The
results of Cole-Parmer have been included in the domestic
distribution segment from the date of acquisition. The following
unaudited pro forma financial information presents the
consolidated results of operations as if the acquisition had
occurred at the beginning of 2001 (in millions, except per share
amounts). The unaudited pro forma amounts include a financing
charge to reflect estimated borrowing costs that would have been
incurred had the Cole-Parmer acquisition occurred at the
beginning of 2001. The unaudited pro forma financial information
is provided for informational purposes only and does not purport
to be indicative of the Companys results of operations
that would actually have been achieved had the acquisition been
completed for the period presented, or that may be achieved in
the future.

|                             |         |                    |       |                    |  |   |         |      | 
|---------------------------- | ------- | ------------------ | ----- | ------------------ |  | - | ------- | ---- | 
|                             |         | Three Months Ended |       | Nine Months Ended 
|                             |         | September 30, 2001 |       | September 30, 2001
|                             |         |                    |       |                   
|Sales                        |         | $                  | 771.4 |                    |  | $ | 2,256.2 |     
|Net income                   |         | $                  | 18.2  |                    |  | $ | 8.1     |     
|Net income per common share: |         |                    |       |                    |  |   |         |     
|                             | Basic   |                    | $     | 0.34               |  |   | $       | 0.17 | 
|                             | Diluted |                    | $     | 0.32               |  |   | $       | 0.16 | 

9



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

Note 5  Inventories

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

|                  |       |               |       |              |  |   |       |       | 
|----------------- | ----- | ------------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | September 30, |       | December 31,
|                  |       | 2002          |       | 2001        
|                  |       |               |       |             
|Raw materials     |       | $             | 46.4  |              |  | $ | 33.6  |      
|Work in process   |       |               | 11.0  |              |  |   | 11.0  |      
|Finished products |       |               | 216.6 |              |  |   | 216.8 |      
|                  |       |               |       |              |  |   |       |      
|                  | Total |               | $     | 274.0        |  |   | $     | 261.4 | 
|                  |       |               |       |              |  |   |       |      

Note 6  Goodwill and
Intangible Assets

The following is a reconciliation of changes in
the carrying amount of goodwill by segment for the nine months
ended September 30, 2002 (in millions):

|                                 |                                        |              |       |               |   |              |       |       |   |   |      |       |   |   |       |       |  
|-------------------------------- | -------------------------------------- | ------------ | ----- | ------------- | - | ------------ | ----- | ----- | - | - | ---- | ----- | - | - | ----- | ----- | -
|                                 |                                        | Domestic     |       | International |   | Laboratory   |       |      
|                                 |                                        | Distribution |       | Distribution  |   | Workstations |       | Total
|                                 |                                        |              |       |               |   |              |       |      
|Balance as of December 31, 2001  |                                        | $            | 299.3 |               |   | $            | 111.0 |       |   | $ | 97.1 |       |   | $ | 507.4 |      
|                                 | Cumulative effect of accounting change |              |       |              |   |              |       | (19.7 | ) |   |      | (44.1 | ) |   |       | (63.8 | )
|                                 | Purchase price allocation adjustment   |              |       | (2.0          | ) |              |       |      |   |   |      |      |   |   |       | (2.0  | )
|                                 | Acquisition adjustment                 |              |       |              |   |              |       | 5.0   |   |   |      |      |   |   |       | 5.0   |  
|                                 | Effect of foreign currency change      |              |       | 5.2           |   |              |       | 9.9   |   |   |      |      |   |   |       | 15.1  |  
|                                 |                                        |              |       |               |   |              |       |       |   |   |      |       |   |   |       |      
|Balance as of September 30, 2002 |                                        | $            | 302.5 |               |   | $            | 106.2 |       |   | $ | 53.0 |       |   | $ | 461.7 |      
|                                 |                                        |              |       |               |   |              |       |       |   |   |      |       |   |   |       |      

In accordance with SFAS 142 the Company completed
its evaluation of whether goodwill was impaired as of
January 1, 2002, and recorded a non-cash charge for the
cumulative effect of the accounting change (see
Note 2  Change in Accounting
Principle).

In September 2002 the Company finalized its
third-party valuation of Cole-Parmer. As a result, the Company
adjusted the purchase price allocation to reflect revisions to
the fair values of certain assets acquired and liabilities
assumed at the date of acquisition, resulting in a net increase
to goodwill in the amount of $6.9 million.

In April 2002, the Company acquired an additional
interest in Medical Analysis Systems, Inc. (MAS),
bringing the Companys ownership interest in MAS to 91%. As
a result of the Companys ownership in MAS
exceeding 80%, MAS qualifies for inclusion in the
consolidated tax group of Fisher. As a result, the Company has
recorded an adjustment to the purchase price allocation for MAS
reflecting a reduction in the acquired deferred tax asset
valuation allowance and an offsetting decrease to goodwill of
approximately $8.0 million.

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The following is a summary of intangible assets
that are subject to amortization (in millions):

|                                                                                                                                                                             |  |               |      |              |  |   |      | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---- | ------------ |  | - | ---- | 
|                                                                                                                                                                             |  | September 30, |      | December 31,
|                                                                                                                                                                             |  | 2002          |      | 2001        
|                                                                                                                                                                             |  |               |      |             
|Customer lists (net of accumulated amortization
    of $5.5 million and $4.4 million at September 30,
    2002 and December 31, 2001, respectively)                          |  | $             | 14.4 |              |  | $ | 15.1 | 
|Non-compete agreements (net of accumulated
    amortization of $14.5 million and $11.6 million at
    September 30, 2002 and December 31, 2001, respectively)                |  |               | 7.6  |              |  |   | 9.5  | 
|Patents and tradenames (net of accumulated
    amortization of $6.4 million and $5.5 million at
    September 30, 2002 and December 31, 2001, respectively)                  |  |               | 7.1  |              |  |   | 7.3  | 
|Other amortizable intangible assets (net of
    accumulated amortization of $8.8 million and
    $7.0 million at September 30, 2002 and
    December 31, 2001, respectively) |  |               | 12.4 |              |  |   | 13.6 | 
|                                                                                                                                                                             |  |               |      |              |  |   |      | 
|Amortizable intangible assets, net of accumulated
    amortization                                                                                                           |  | $             | 41.5 |              |  | $ | 45.5 | 
|                                                                                                                                                                             |  |               |      |              |  |   |      | 

For the three and nine months ended
September 30, 2002, the Company recorded amortization
expense of $1.9 million and $6.2 million,
respectively. For the three and nine months ended
September 30, 2001, the Company recorded amortization
expense of $1.8 million and $4.6 million, respectively.

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

|                         |  |   |      | 
|------------------------ |  | - | ---- | 
|Years ended December 31, |  |  
|                         |  |  
|2002(a)                  |  | $ | 2.0  | 
|2003                     |  | $ | 6.6  | 
|2004                     |  | $ | 5.8  | 
|2005                     |  | $ | 3.1  | 
|2006                     |  | $ | 2.9  | 
|2007                     |  | $ | 2.1  | 
|thereafter               |  | $ | 19.0 | 



|    |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------
|(a) | Amount represents estimated amortization expense
    for the three months ending December 31, 2002.

At September 30, 2002 and December 31,
2001, the Company had indefinite-lived intangible assets,
primarily consisting of tradenames, in the domestic distribution
segment of $61.5 million.

Note 7  Accounts
Payable

The Company maintains a zero balance cash
management system for its U.S. accounts payable. Accordingly,
included in accounts payable at September 30, 2002, and
December 31, 2001, are approximately $101.7 million
and $95.0 million of checks that have not cleared,
respectively.

Note 8  Other Comprehensive
Income (Loss)

The following is a summary of other comprehensive
income (loss) for the three and nine months ended
September 30, 2002 and 2001 (in millions). Other
comprehensive income (loss) components included in
stockholders equity include any changes in equity during a
period that are not the result of transactions with the
Companys stockholders.

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

|                                                              |  |               |      |               |  |      |      |      |  |   |      |   |  |   |      |  
|------------------------------------------------------------- |  | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                              |  |               |      |              
|                                                              |  | Three Months  |      | Nine Months  
|                                                              |  | Ended         |      | Ended        
|                                                              |  | September 30, |      | September 30,
|                                                              |  |               |      |              
|                                                              |  | 2002          |      | 2001          |  | 2002 |      | 2001
|                                                              |  |               |      |               |  |      |      |     
|Net income                                                    |  | $             | 29.9 |               |  | $    | 16.9 |      |  | $ | 23.7 |   |  | $ | 5.4  |  
|Foreign currency translation adjustment                       |  |               | 1.8  |               |  |      | 16.3 |      |  |   | 30.1 |   |  |   | (5.0 | )
|Change in unrealized fair value of derivative
    instruments |  |               | (0.3 | )             |  |      | (3.8 | )    |  |   | (1.0 | ) |  |   | (6.6 | )
|Unrealized investment gain                                    |  |               | 0.7  |               |  |      |     |      |  |   | 1.3  |   |  |   | 0.3  |  
|Realization of losses on cash flow hedges                     |  |               |     |               |  |      |     |      |  |   | 5.3  |   |  |   |     |  
|                                                              |  |               |      |               |  |      |      |      |  |   |      |   |  |   |      |  
|Comprehensive income (loss)                                   |  | $             | 32.1 |               |  | $    | 29.4 |      |  | $ | 59.4 |   |  | $ | (5.9 | )
|                                                              |  |               |      |               |  |      |      |      |  |   |      |   |  |   |      |  

Note 9  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, 2002 and
2001 (in millions):

|                                                                                                            |  |               |      |               |  |      |      |      |  |  |      |  |  |  |      | 
|----------------------------------------------------------------------------------------------------------- |  | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  |  | ---- |  |  |  | ---- | 
|                                                                                                            |  |               |      |              
|                                                                                                            |  | Three Months  |      | Nine Months  
|                                                                                                            |  | Ended         |      | Ended        
|                                                                                                            |  | September 30, |      | September 30,
|                                                                                                            |  |               |      |              
|                                                                                                            |  | 2002          |      | 2001          |  | 2002 |      | 2001
|                                                                                                            |  |               |      |               |  |      |      |     
|Weighted average shares of common stock
    outstanding used in the computation of basic earnings per share |  |               | 54.6 |               |  |      | 54.0 |      |  |  | 54.4 |  |  |  | 47.8 | 
|Common stock equivalents(a)                                                                                 |  |               | 3.2  |               |  |      | 3.1  |      |  |  | 3.4  |  |  |  | 3.8  | 
|                                                                                                            |  |               |      |               |  |      |      |      |  |  |      |  |  |  |      | 
|Shares used in the computation of diluted
    earnings per share                                            |  |               | 57.8 |               |  |      | 57.1 |      |  |  | 57.8 |  |  |  | 51.6 | 
|                                                                                                            |  |               |      |               |  |      |      |      |  |  |      |  |  |  |      | 



---

|    |                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The amount of outstanding antidilutive common
    stock options and warrants excluded from the computation of
    diluted earnings per share was 2.0 million and 1.5 million
    for the three and nine months ended September 30, 2002,
    respectively and was 1.4 million and 0.9 million for
    the three and nine months ended September 30, 2001,
    respectively.

Note 10  Restructuring and
Other Charges

During 2001, the Company implemented two
restructuring plans focused on integration of the Companys
international operations and recent acquisitions and
streamlining aimed at improving domestic operations (the
2001 Plan). As a result of these actions, the
Company recorded restructuring charges totaling
$27.0 million consisting of $18.1 million recorded in
the first quarter of 2001 and $8.9 million recorded in the
fourth quarter of 2001. During the second quarter of 2002, the
Company recorded a net restructuring credit of $1.5 million
for the reversal for certain costs accrued in the 2001 Plan. 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 that were less than
anticipated. Additionally, the Company 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. The
following table summarizes the recorded accruals and activity
related to the 2001 Plan for the nine months ended
September 30, 2002 (in millions):

|                                 |  |             |      |       |  |       |      |   |  |   |      |  
|-------------------------------- |  | ----------- | ---- | ----- |  | ----- | ---- | - |  | - | ---- | -
|                                 |  | Employee    |      |       |  |      
|                                 |  | Separations |      |       |  |      
|                                 |  |             |      |       |  |      
|                                 |  |             |      | Other |  | Total
|                                 |  |             |      | Exit  |  |      
|                                 |  |             |      | Costs |  |      
|                                 |  |             |      |       |  |      
|Balance as of December 31, 2001  |  | $           | 7.4  |       |  | $     | 6.0  |   |  | $ | 13.4 |  
|Cash payments                    |  |             | (4.4 | )     |  |       | (2.2 | ) |  |   | (6.6 | )
|Restructuring charge (credit)    |  |             | (1.6 | )     |  |       | 0.1  |   |  |   | (1.5 | )
|                                 |  |             |      |       |  |       |      |   |  |   |      |  
|Balance as of September 30, 2002 |  | $           | 1.4  |       |  | $     | 3.9  |   |  | $ | 5.3  |  
|                                 |  |             |      |       |  |       |      |   |  |   |      |  

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

Note 11  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 engages in the supply, marketing,
service and manufacture of scientific, clinical, educational,
and occupational health and safety products. Additionally, this
segment provides contract manufacturing and pharmaceutical
packaging services for phase III and IV clinical trials.
The international distribution segment engages in the supply,
marketing and services of primarily scientific research
products. The laboratory workstations segment manufactures
laboratory workstations and fume hoods for the scientific
research market and consoles and enclosures for technology and
data centers.

The Company evaluates the performance of its
operations based upon operating income. Income from operations
is revenue less related costs and direct and allocated expenses.
Interest expense, other income and expense and income taxes are
not evaluated on a segment basis. In addition, special charges
are not allocated to the segments. The accounting policies of
the segments are the same as described in the summary of
significant accounting policies in the Companys Annual
Report on Form 10-K for the year ended December 31,
2001. Intercompany sales between segments were not significant
for the three and nine months ended September 30, 2002 and
2001.

Selected reportable segment financial information
for the three and nine months ended September 30, 2002 and
2001 is shown below (in millions):

|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------- | - | ------------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |               |   |              
|       |                            | Three Months  |   | Nine Months  
|       |                            | Ended         |   | Ended        
|       |                            | September 30, |   | September 30,
|       |                            |               |   |              
|       |                            | 2002          |   | 2001          |       | 2002 |   | 2001 
|       |                            |               |   |               |       |      |   |      
|Sales: |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        
|       | Domestic distribution      |               | $ | 716.9         |       |      | $ | 619.9 |       |  | $ | 2,087.1 |         |  | $ | 1,795.8 |        
|       | International distribution |               |   | 114.6         |       |      |   | 105.8 |       |  |   | 328.9   |         |  |   | 320.2   |        
|       | Laboratory workstations    |               |   | 45.7          |       |      |   | 45.6  |       |  |   | 135.6   |         |  |   | 132.1   |        
|       | Eliminations               |               |   | (46.3         | )     |      |   | (41.8 | )     |  |   | (135.3  | )       |  |   | (122.8  | )      
|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total         |   | $             | 830.9 |      |   | $     | 729.5 |  |   | $       | 2,416.3 |  |   | $       | 2,125.3 | 
|       |                            |               |   |               |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                                              |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |       |       | 
|----------------------- | -------------------------------------------- | ----------------- | - | ------------- | ---- | ---- | - | ---- | ---- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                        |                                              |                   |   |              
|                        |                                              | Three Months      |   | Nine Months  
|                        |                                              | Ended             |   | Ended        
|                        |                                              | September 30,     |   | September 30,
|                        |                                              |                   |   |              
|                        |                                              | 2002              |   | 2001          |      | 2002 |   | 2001
|                        |                                              |                   |   |               |      |      |   |     
|Income from operations: |                                              |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      
|                        | Domestic distribution                        |                   | $ | 58.1          |      |      | $ | 49.3 |      |  | $ | 159.2 |       |  | $ | 134.6 |      
|                        | International distribution                   |                   |   | 5.8           |      |      |   | 4.3  |      |  |   | 15.6  |       |  |   | 12.8  |      
|                        | Laboratory workstations                      |                   |   | 2.9           |      |      |   | 2.8  |      |  |   | 7.4   |       |  |   | 6.2   |      
|                        | Eliminations                                 |                   |   | (0.3          | )    |      |   | 0.2  |      |  |   | (0.7  | )     |  |   | (0.2  | )    
|                        |                                              |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                                              | Segment sub-total |   |               | 66.5 |      |   |      | 56.6 |  |   |       | 181.5 |  |   |       | 153.4 | 
|                        | Restructuring and other charges (credits)(a) |                   |   |              |      |      |   |     |      |  |   | (1.5  | )     |  |   | 52.7  |      
|                        | Goodwill amortization(b)                     |                   |   |              |      |      |   | 4.4  |      |  |   |      |       |  |   | 12.6  |      
|                        |                                              |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                                              | Total             |   | $             | 66.5 |      |   | $    | 52.2 |  |   | $     | 183.0 |  |   | $     | 88.1  | 
|                        |                                              |                   |   |               |      |      |   |      |      |  |   |       |       |  |   |      



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The domestic distribution, international
    distribution and laboratory workstations segments accounted for
    $15.4 million, $2.6 million and $0.1 million,
    respectively, of the restructuring charge taken in the first
    quarter of 2001. The domestic distribution segment incurred a
    $1.1 million inventory write-off to cost of sales in the
    first quarter related to the restructuring. In connection with
    the Companys May 2001 stock offering process, the Company
    accelerated the vesting of common stock options that resulted in
    a primarily non-cash compensation charge of $33.5 million,
    which was recorded in the first quarter of 2001.

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)



|    |                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In accordance with Statement of Financial
    Accounting Standards No. 142, Goodwill and Other
    Intangible Assets (SFAS 142), the Company
    discontinued the amortization of goodwill effective
    January 1, 2002. Accordingly, the Company excluded goodwill
    amortization from its segment results.

Note 12  Recent Accounting
Pronouncements

In August 2001, the FASB issued Statement of
Financial Accounting Standards No. 143, Accounting
For Asset Retirement Obligations
(SFAS 143). SFAS 143 addresses financial
accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated
asset retirement costs. It applies to legal obligations
associated with the retirement of long-lived assets that result
from the acquisition, construction, development and/or the
normal operation of a long-lived asset, except for certain
obligations of lessees. This standard requires entities to
record the fair value of a liability for an asset retirement
obligation in the period incurred. The Company does not
anticipate the adoption of SFAS 143 as of January 1,
2003 will have a material effect on its financial position or
results of operations.

In April 2002, the FASB issued Statement of
Financial Accounting Standards No. 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Correction
(SFAS 145). SFAS 145 provides that a loss on
extinguishment of debt meet the requirements of APB 30 to
be treated as an extraordinary item in the statement of
operations. The Company has elected to early adopt the
provisions of SFAS 145, related to the rescission of
SFAS 4. In connection with the retirement of bank term debt
in April 2002 (see Note 3  Senior Subordinated
Notes), the Company recognized a $3.3 million charge
($2.1 million, net of tax) for deferred financing costs in
other expense, as it does not meet the requirements for
classification as an extraordinary item in accordance with
SFAS 145. Accordingly, the provisions of this statement
have been adopted as of January 1, 2002. There is no effect
on the prior periods presented.

In July 2002, the FASB issued Statement of
Financial Accounting Standards No. 146, Accounting
for Exit or Disposal Activities
(SFAS 146). SFAS 146 requires the
recognition of a liability for costs associated with an exit
plan or disposal activity when incurred and nullifies Emerging
Issues Task Force (EITF) Issue 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring), which allowed recognition at the date of
an entitys commitment to an exit plan. The provisions of
this statement are effective for exit or disposal activities
that may be initiated by the Company after December 31,
2002. The Company does not anticipate the adoption of
SFAS 146 will have a material effect on its financial
position or results of operations.

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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 facts included in this Form 10-Q may constitute
forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about
future events. Although we believe that our assumptions made in
connection with the forward-looking statements are reasonable,
there can be no assurances that the assumptions and expectations
will prove to have been 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, 2001. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. In light
of these risks, uncertainties and assumptions, the
forward-looking events discussed in the report might not occur.

Business Overview

We report financial results on the basis of three
reportable segments: domestic distribution, international
distribution and laboratory workstations. The domestic
distribution segment engages in the supply, marketing, service
and manufacture of scientific, clinical, educational and
occupational health and safety products. Additionally, this
segment provides contract manufacturing and pharmaceutical
packaging services for phase III and IV clinical trials.
The international distribution segment engages in the supply,
marketing and service of primarily scientific research products.
The laboratory workstations segment manufactures laboratory
workstations, fume hoods for the scientific research market and
consoles and enclosures for technology and data centers.

In February 2002, certain of our stockholders
sold 7.4 million shares of common stock in an underwritten
public offering. We did not receive any of the proceeds from
this offering. As of September 30, 2002, certain affiliates
of Thomas H. Lee Partners and the other institutional investors
involved in the Companys recapitalization in 1998 together
with management of the Company own approximately 50% of the
Companys outstanding common stock.

In April 2002, we issued and sold
$150.0 million of 8 1/8 percent 10-year senior
subordinated notes pursuant to Rule 144A of the Securities
Act of 1933 (the Note Offering). In July 2002, we
exchanged the 144A securities through an Exchange Offering with
SEC registered securities. We used the net proceeds of the Note
Offering, together with proceeds from the sale of accounts
receivables through our receivables securitization facility and
cash on hand, to repay bank term debt totaling
$211.3 million. As a result of the refinancing, we recorded
an $11.2 million charge in the second quarter consisting of
$7.1 million of fixed-swap unwind costs and
$4.1 million of deferred financing and other costs
associated with the term debt.

Approximately 60% of our product deliveries in
the United States are through United Parcel Service
(UPS). The collective bargaining agreement between
UPS and its delivery employees expired on July 31, 2002. On
July 16, 2002, UPS announced that it had reached an
agreement on a new six-year contract to replace the agreement
that expired July 31, 2002. On August 29, 2002, UPS
announced the ratification, by union-represented workers, of the
new contract to replace the agreement that expired on
July 31, 2002. Our agreement with UPS expires in January,
2005.

In July 2002, we acquired a Netherlands-based
distributor operating under the names of Retsch and Emergo,
further enhancing our position in northern Europe. Retsch and
Emergo are distributors of instruments, equipment and supplies
to the scientific research and industrial markets with annual
revenues of approximately $14 million. The net purchase
price of approximately $8.0 million was funded using cash
on hand. The results of Retsch and Emergo have been included in
the international distribution segment from the date of
acquisition. We anticipate consolidating our current
Netherlands-based operations with the acquired Retsch and Emergo
operations over the next twelve months. This consolidation will
be focused on the elimination of operational inefficiencies
created by redundancies in headcount, systems, and office and
warehouse facilities.

15



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##### Table of Contents



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, 2002 and 2001 (in millions):

|       |                            |                    |   |                   |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------------ | - | ----------------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |                    |   |                  
|       |                            | Three Months Ended |   | Nine Months Ended
|       |                            | September 30,      |   | September 30,    
|       |                            |                    |   |                  
|       |                            | 2002               |   | 2001              |       | 2002 |   | 2001 
|       |                            |                    |   |                   |       |      |   |      
|Sales: |                            |                    |   |                   |       |      |   |       |       |  |   |         |         |  |   |        
|       | Domestic distribution      |                    | $ | 716.9             |       |      | $ | 619.9 |       |  | $ | 2,087.1 |         |  | $ | 1,795.8 |        
|       | International distribution |                    |   | 114.6             |       |      |   | 105.8 |       |  |   | 328.9   |         |  |   | 320.2   |        
|       | Laboratory workstations    |                    |   | 45.7              |       |      |   | 45.6  |       |  |   | 135.6   |         |  |   | 132.1   |        
|       | Eliminations               |                    |   | (46.3             | )     |      |   | (41.8 | )     |  |   | (135.3  | )       |  |   | (122.8  | )      
|       |                            |                    |   |                   |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total              |   | $                 | 830.9 |      |   | $     | 729.5 |  |   | $       | 2,416.3 |  |   | $       | 2,125.3 | 
|       |                            |                    |   |                   |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                                              |                    |   |                   |      |      |   |      |      |  |   |       |       |  |   |       |       | 
|----------------------- | -------------------------------------------- | ------------------ | - | ----------------- | ---- | ---- | - | ---- | ---- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                        |                                              |                    |   |                  
|                        |                                              | Three Months Ended |   | Nine Months Ended
|                        |                                              | September 30,      |   | September 30,    
|                        |                                              |                    |   |                  
|                        |                                              | 2002               |   | 2001              |      | 2002 |   | 2001
|                        |                                              |                    |   |                   |      |      |   |     
|Income from operations: |                                              |                    |   |                   |      |      |   |      |      |  |   |       |       |  |   |      
|                        | Domestic distribution                        |                    | $ | 58.1              |      |      | $ | 49.3 |      |  | $ | 159.2 |       |  | $ | 134.6 |      
|                        | International distribution                   |                    |   | 5.8               |      |      |   | 4.3  |      |  |   | 15.6  |       |  |   | 12.8  |      
|                        | Laboratory workstations                      |                    |   | 2.9               |      |      |   | 2.8  |      |  |   | 7.4   |       |  |   | 6.2   |      
|                        | Eliminations                                 |                    |   | (0.3              | )    |      |   | 0.2  |      |  |   | (0.7  | )     |  |   | (0.2  | )    
|                        |                                              |                    |   |                   |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                                              | Segment sub-total  |   |                   | 66.5 |      |   |      | 56.6 |  |   |       | 181.5 |  |   |       | 153.4 | 
|                        | Restructuring and other charges (credits)(a) |                    |   |                  |      |      |   |     |      |  |   | (1.5  | )     |  |   | 52.7  |      
|                        | Goodwill amortization(b)                     |                    |   |                  |      |      |   | 4.4  |      |  |   |      |       |  |   | 12.6  |      
|                        |                                              |                    |   |                   |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                                              | Total              |   | $                 | 66.5 |      |   | $    | 52.2 |  |   | $     | 183.0 |  |   | $     | 88.1  | 
|                        |                                              |                    |   |                   |      |      |   |      |      |  |   |       |       |  |   |      



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The domestic distribution, international
    distribution and laboratory workstations segments accounted for
    $15.4 million, $2.6 million and $0.1 million,
    respectively, of the restructuring charge taken in the first
    quarter of 2001. The domestic distribution segment incurred a
    $1.1 million inventory write-off to cost of sales in the
    first quarter related to the restructuring. In connection with
    the Companys May 2001 stock offering process, the Company
    accelerated the vesting of common stock options that resulted in
    a primarily non-cash compensation charge of $33.5 million,
    which was recorded in the first quarter of 2001.

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|    |                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In accordance with Statement of Financial
    Accounting Standards No. 142, Goodwill and Other
    Intangible Assets (SFAS 142), the Company
    discontinued the amortization of goodwill effective
    January 1, 2002. Accordingly, the Company excluded goodwill
    amortization from its segment results.



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

Sales for the three and nine months ended
September 30, 2002 increased 13.9% and 13.7% to
$830.9 million and $2,416.3 million, respectively,
from $729.5 million and $2,125.3 million for the
comparable periods in 2001. Excluding the effect of acquisitions
completed in 2001, sales grew approximately 7% to 8% for the
three months ended September 30, 2002 and approximately 5%
to 6% for the nine months ended September 30, 2002. We
continue to expect full year sales growth to be approximately
12.0% excluding the impact of foreign exchange for 2002,
reflecting growth in our base business and the impact of
acquisitions completed in 2001.

Sales in the domestic distribution segment
increased 15.6% and 16.2% to $716.9 million and
$2,087.1 million for the three and nine months ended
September 30, 2002, respectively. The sales growth in our
domestic distribution segment is attributable to the impact of
the Cole-Parmer acquisition completed in 2001 and organic sales
growth of approximately 9% to 10% and 6% to 7% for the three and
nine months ended September 30, 2002, respectively, due to
growth in franchise sales and an increase in demand for
third-party services. We are forecasting full year domestic
distribution sales growth to range between 13.5% and 14.0% for
2002, reflecting the impact of acquisitions completed in 2001
and growth in our base business.

Sales in the international distribution segment
increased 8.3% and 2.7% to $114.6 million and
$328.9 million for the three and nine months ended
September 30, 2002, respectively. Excluding the effect of
foreign exchange, sales grew 2.5% and 1.2% for the three and
nine months ended September 30, 2002, respectively, due in
part to the expected disruptions associated with our 2001
restructuring plan and our strategy to drive higher-margin sales
in our international distribution segment. We are forecasting
the full-year international distribution segment sales growth
rate to range between 3.0% and 3.5% for 2002, excluding the
effect of foreign exchange.

Sales in the laboratory workstations segment
increased 0.2% and 2.6% to $45.7 million and
$135.6 million for the three and nine months ended
September 30, 2002, respectively. Backlog has grown to
$112.5 million from December 31, 2001. Our laboratory
workstations segment was awarded a homeland security project
with a value of approximately $8 million and is expected to
ship in the fourth quarter. Given the nature of the project, we
do not anticipate this business to repeat itself during 2003. We
expect full-year laboratory workstation segment sales growth to
range between 7.0% and 7.5% for 2002.

Gross
Profit

Gross profit for the three and nine months ended
September 30, 2002 increased 17.5% and 18.0% to
$218.1 million or 26.3% of sales and $636.7 million or
26.4% of sales, respectively, from $185.6 million or 25.4%
of sales and $539.7 million or 25.4% of sales for the
comparable periods in 2001. The increase in gross profit as a
percentage of sales was attributable to acquisitions completed
in 2001 partially offset by a decrease in gross profit
attributable to a shift in products and mix. We expect full year
gross profit as a percentage of sales to be consistent with the
nine months ended level.

Selling,
General and Administrative Expense

Selling, general and administrative expense
increased 13.6% and 13.8% to $151.6 million or 18.2% of sales
and $455.2 million or 18.8% of sales for the three and nine
months ended September 30, 2002, respectively, from
$133.4 million or 18.3% of sales and $400.0 million or
18.8% of sales for the corresponding periods in 2001. Excluding
goodwill amortization of $4.4 million, selling, general and
administrative expense for the three months ended
September 30, 2001 was $129.0 million or 17.7% of
sales. Excluding goodwill amortization of $12.6 million,
selling, general and administrative expense for the nine months
ended September 30, 2001 was $387.4 million or 18.2%
of sales. The increase in selling, general and administrative
expense as a percentage of sales was attributable to
acquisitions completed in 2001, primarily Cole-Parmer,

17



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##### Table of Contents



partially offset by improvements in our base
business as a result of both fixed-cost leverage and savings
from our 2001 restructuring plan. We are forecasting full-year
selling, general and administrative expenses as a percentage of
sales to be in-line with our nine months ended percentage.


Restructuring
and Other Charges (Credits)

We recorded a net restructuring credit of
$1.5 million in the second quarter 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.

During the first quarter of 2001, we recorded a
restructuring charge of $18.1 million and a primarily
non-cash compensation charge of $33.5 million in connection
with our May 2001 stock offering process for the accelerated
vesting of common stock options. Domestic distribution,
international distribution and laboratory workstations segments
account for $15.4 million, $2.6 million and
$0.1 million of the restructuring charge recorded in the
first quarter of 2001. We invested the net savings realized from
this plan into improved systems and our workforce.

Income from
Operations

Income from operations increased to
$66.5 million or 8.0% of sales and $183.0 million or
7.6% of sales for the three and nine months ended September 30,
2002, respectively, from $52.2 million or 7.2% of sales and
$88.1 million or 4.1% of sales for the comparable periods
in 2001. Excluding the restructuring credit of
$1.5 million, as discussed above, for the nine months ended
September 30, 2002 income from operations was
$181.5 million or 7.5% of sales. Excluding restructuring
and other nonrecurring charges of $52.7 million and
goodwill amortization of $4.4 million and
$12.6 million, both as discussed above, income from
operations was $56.6 million or 7.8% of sales and
$153.4 million or 7.2% of sales for the three and nine
months ended September 30, 2001, respectively. The increase
in income from operations as a percentage of sales for the three
and nine months ended September 30, 2002 was attributable
to acquisitions completed in 2001. We expect income from
operations as a percentage of sales, excluding restructuring and
other charges, to range between 7.5% and 7.6% for 2002. The
following segment discussions exclude restructuring and other
nonrecurring charges and goodwill amortization, as discussed
above.

Income from operations in the domestic
distribution segment increased to $58.1 million or 8.1% of
sales and $159.2 million or 7.6% of sales for the three and
nine months ended September 30, 2002, respectively, from
$49.3 million or 8.0% of sales and $134.6 million or 7.5%
of sales for the comparable periods a year ago. The increase in
income from operations as a percentage of sales for the domestic
distribution segment was attributable to acquisitions completed
during 2001. We expect income from operations as a percentage of
segment sales to range between 7.5% and 7.7% for 2002.

Income from operations in the international
distribution segment increased to $5.8 million or 5.1% of
sales and $15.6 million or 4.7% of sales for the three and
nine months ended September 30, 2002, respectively, from
$4.3 million or 4.1% of sales and $12.8 million or
4.0% of sales for the comparable periods a year ago. The
improvement in income from operations as a percentage of sales
is attributable to our strategy to drive higher-margin sales in
our international distribution segment. Cost savings associated
with our 2001 restructuring plan for the international
distribution segment were reinvested in sales and marketing
initiatives. We expect income from operations as a percentage of
segment sales to range between 4.6% to 4.9% for 2002.

Income from operations in the laboratory
workstations segment increased to $2.9 million or 6.3% of
sales and $7.4 million or 5.5% of sales for the three and
nine months ended September 30, 2002, respectively, from
$2.8 million or 6.1% of sales and $6.2 million or 4.7%
of sales for the comparable periods a year ago. Operating income
in the laboratory workstations segment increased primarily from
an improvement in volume and manufacturing efficiencies. We
expect an increase in operating income for the fourth quarter of
2002 related to the homeland security project awarded to our
laboratory workstations segment. Given the nature of the
project, we do not anticipate this business to repeat itself
during 2003. We expect income from operations as a percentage of
segment sales to range between 6.3% to 6.6% for 2002.

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Interest
Expense

Interest expense decreased $1.7 million and
$5.7 million to $22.4 million and $69.2 million
for the three and nine months ended September 30, 2002,
respectively. The decrease in interest expense for the three
months ended September 30, 2002 was primarily due to a
reduction in the average outstanding debt balance, along with a
decrease in the weighted average interest rate. For the nine
months ended September 30, 2002, the decrease in interest
expense was primarily due to a reduction in the average debt
balance outstanding, in addition to a slight decrease in the
weighted average interest rate.

Other
(Income) Expense, net

Other expense for the three and nine months ended
September 30, 2002 was $0.1 million and
$11.9 million compared to $0.1 million of income and
$1.6 million of expense for the comparable periods a year ago.
In connection with our Note Offering, we recorded a charge in
other expense in the second quarter of 2002 of
$11.2 million ($7.1 million, net of tax) 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 resulting in
the increase in other expense for the nine months ended
September 30, 2002.

Income Tax
Provision

We recorded an income tax provision of
$14.1 million and $32.1 million for the three and nine
months ended September 30, 2002 compared with an $11.3
million income tax provision and $6.2 million income tax
provision for the corresponding periods in 2001.

The effective income tax rate for the nine month
period ended September 30, 2002 was 32% compared with 40% for
the corresponding period in 2001 excluding restructuring and
nonrecurring charges. Approximately five percentage points of
the improvement in the tax rate are due to tax planning
strategies and the other three percentage points are due to the
elimination of non-deductible goodwill amortization. We continue
to evaluate whether certain tax strategies may have a favorable
impact on our 2003 effective tax rate. We are forecasting our
2003 effective tax rate to be 30%.

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 requires us to perform an
evaluation of whether goodwill and indefinite-lived intangible
assets are impaired as of January 1, 2002, the effective
date of the statement for us. We have determined that no
impairment exists for our 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
exists. This initial assessment compares the fair value of the
reporting unit to its carrying value, including goodwill. Fair
value was determined using a combination of discounted cash flow
and multiple of earnings valuation techniques. To the extent
that the fair value is less than the carrying value, we are
required to perform a second test to measure the amount of the
goodwill impairment, if any.

During the second quarter of 2002, we completed
our transitional assessment in accordance with these tests to
determine if goodwill was impaired as of January 1, 2002.
As a result, we recorded a non-cash charge of $63.8 million
($46.1 million, net of tax) in our statement of operations
reflecting the cumulative effect of

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the accounting change to adjust goodwill to its
current fair-value. The international distribution segment and
laboratory workstations segment accounted for $19.7 million
and $44.1 million of the charge, respectively.


The impairment charge in the international
distribution segment related to certain of our smaller market
distribution businesses where current operating performance is
lower than the original forecast. Our laboratory workstations
segment is sensitive to changes in capital spending and several
of the markets the laboratory workstations segment sells to,
including the technology industry, experienced a significant
economic slowdown causing a reduction in spending in those
markets. As a result, sales growth was significantly less than
originally forecasted, resulting in decreased profitability due
to the decreased volume and ensuing pricing pressure.

SFAS 142 also requires that goodwill be tested
annually and between annual tests if events occur or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying amount. We
have elected to perform its annual tests for indications of
goodwill impairment as of October 31 of each year. Future
impairments of goodwill, if any, will be recorded to operating
income in our statement of operations.

Liquidity and Capital Resources

For the nine months ended September 30, 2002
we generated cash from operating activities of
$124.2 million compared with $77.8 million for the
same period in 2001. The increase in cash provided by operating
activities is primarily due to an increase in earnings and
continued improvements in working capital management. We expect
cash flow from operations to be $140.0 million to
$150.0 million for 2002 that includes a $20 million
voluntary contribution to our pension plan made during the
fourth quarter of 2002.

During the nine months ended September 30,
2002, we used $35.2 million of cash for investing
activities compared with $196.8 million for the same period
in 2001. The change in cash used for investing activities is
attributable to a decrease in acquisition spending. We have
invested $26.8 million in capital expenditures for the nine
months ended September 30, 2002, reflecting investments in
our pharmaceutical services capacity and west coast warehouse.
We expect to invest $45.0 million in capital expenditures
for 2002 compared with a prior estimate of $55 million to
$65 million, reflecting a change in timing of cash outlays
for select facility expansion projects. We acquired a
Netherlands-based distributor operating under the names of
Retsch and Emergo for a purchase price of $7.9 million. We
intend to continue pursuing acquisitions of businesses that will
enhance our growth and profitability.

During the nine months ended September 30,
2002, financing activities used $88.9 million of cash
compared with providing $282.7 million of cash for the same
period in 2001. The use of cash for the nine months ended
September 30, 2002 was primarily related to the repayment
of debt. A year ago we completed a public offering of our common
stock, generating proceeds of $289.9 million that were used
to fund acquisitions. In April 2002, we issued
$150.0 million of 8 1/8 percent 10-year senior
subordinated notes. We used the net proceeds of the Note
Offering, together with proceeds from the sale of accounts
receivables through our receivables securitization facility and
cash on hand, to retire bank term debt totaling
$211.3 million. In connection with the retirement of the
bank debt, we terminated swap agreements totaling
$7.1 million.

At September 30, 2002 we had
$133.9 million of available borrowing capacity under our
revolving credit facility, net of $41.1 million of letters
of credit outstanding, primarily representing guarantees issued
to local banks in support of borrowings by our foreign
subsidiaries. We also maintain a $170 million receivables
securitization facility (the Receivables
Securitization). Our Receivables Securitization provides
for the sale, on a revolving basis, of certain accounts
receivable. The Receivables Securitization bears interest at
LIBOR plus an annual commitment fee of 50 basis points. The full
amount of our receivables securitization facility was available
at September 30, 2002. On a regular basis we sell accounts
receivable through our receivables securitization facility to
fund working capital requirements. Our Receivables
Securitization matures in January 2003. We are working to have a
new facility in place by that time with similar terms and
conditions. Further, we continually evaluate other debt
refinancing options.

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We expect that cash flows from operations
together with cash and cash equivalents on hand and funds
available under existing credit facilities will be sufficient to
meet our ongoing operating, capital expenditure and debt service
requirements for at least the next twelve months.

Recent Accounting Pronouncements

In August 2001, the FASB issued Statement of
Financial Accounting Standards No. 143, Accounting
For Asset Retirement Obligations (SFAS 143).
SFAS 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. It
applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition,
construction, development and/or the normal operation of a
long-lived asset, except for certain obligations of lessees.
This standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period
incurred. We do not anticipate the adoption of SFAS 143 as of
January 1, 2003 will have a material effect on our
financial position or results of operations.

In April 2002, the FASB issued Statement of
Financial Accounting Standards No. 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Correction
(SFAS 145). SFAS 145 provides that a loss on
extinguishment of debt meet the requirements of APB 30 to be
treated as an extraordinary item in the statement of operations.
We have elected to early adopt the provisions of SFAS 145,
related to the rescission of SFAS 4. In connection with the
retirement of bank term debt in April 2002 (see Note 
Senior Subordinated Notes), we recognized a $3.3 million
charge ($2.1 million, net of tax) for deferred financing
costs in other expense, as it does not meet the requirements for
classification as an extraordinary item in accordance with SFAS
145. Accordingly, the provisions of this statement have been
adopted as of January 1, 2002. There is no effect on the
prior periods presented.

In July 2002, the FASB issued Statement of
Financial Accounting Standards No. 146, Accounting
for Exit or Disposal Activities (SFAS 146).
SFAS 146 requires the recognition of a liability for costs
associated with an exit plan or disposal activity when incurred
and nullifies Emerging Issues Task Force (EITF) Issue 94-3,
Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring), which allowed
recognition at the date of an entitys commitment to an
exit plan. The provisions of this statement are effective for
exit or disposal activities that may be initiated by the Company
after December 31, 2002. We do not anticipate the adoption of
SFAS 146 will have a material effect on our financial position
or results of operations.

Critical Accounting Policies

The discussion and analysis of our financial
condition and results of operations are based on our
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial
statements requires us to make estimates and assumptions that
effect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments. Those
estimates and assumptions are based on our historical
experience, our observation of trends in the industry, and
various other factors that are believed to be reasonable under
the circumstances; the results of which form the basis for
making judgments about the carrying values of assets and
liabilities that are not readily available from other sources.
Actual results may differ from these estimates under different
assumptions or conditions.

We have defined benefit pension plans available
to substantially all employees. Our pension cost is based on
certain assumptions, including our expected long-term rate of
return on plan assets. We currently assume a long-term rate of
return on plan assets of 8.75%. A 50 basis point change in our
long-term rate of return on plan assets assumption would result
in a change in our pension cost of approximately
$1.0 million. We continually assess these assumptions based
on market conditions, if those conditions change, pension cost
may be adjusted accordingly.

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We record accruals for environmental liabilities,
based on current interpretations of environmental laws and
regulations when it is probable that a liability has been
incurred and the amount can be reasonably estimated. Our
estimates are based upon reports prepared by environmental
specialists and managements knowledge and experiences with
these environmental matters. If interpretations of applicable
laws and regulations, cleanup methods or the extent of
responsibility change from our current estimates, revisions to
our estimated environmental liability may be required.

We measure compensation expense for our
stock-based employee compensation plans using the intrinsic
value method prescribed by APB Opinion No. 25,
Accounting for Stock Issued to Employees. Under the
intrinsic value method, compensation cost is the excess, if any,
of the quoted market price of the stock at the grant date over
the amount an employee must pay to acquire the stock. Statement
of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (SFAS 123)
defines a fair value method of accounting for an employee stock
option or similar equity instrument. Under SFAS 123, fair value
of the stock option is determined using an option-pricing model
that takes into account the stock price at the grant date, the
exercise price, the expected life of the option, the volatility
of the underlying stock and the expected dividends on it, and
the risk-free interest rate over the expected life of the
option, and is amortized as compensation cost over the vesting
period of the stock option. Management believes at present, the
intrinsic value method is preferable to the current
option-pricing model used to determine fair value. Our net
income for the three and nine months ended September 30, 2002
would be less than that reported if compensation cost for
options had been based upon fair value determined under SFAS 123.




Item 3  Quantitative and
Qualitative Disclosures About Market Risk

The Companys primary interest rate
exposures relate to its cash, fixed and variable rate debt and
interest rate swaps. The potential loss in fair values is based
on an immediate change in the net present values of the
Companys interest rate sensitive exposures resulting from
a 10% change in interest rates. The potential loss in cash flows
and earnings is based on the change in the net interest income
(expense) over a one-year period due to an immediate 10%
change in rates. A hypothetical 10% change in interest rates
does not have a material effect on the fair values, cash flows
or earnings of the Company.

The Companys primary currency rate
exposures are its debt, cash, foreign currency forward contracts
and certain of its intercompany debt. The potential loss in fair
values is based on an immediate change in the U.S. dollar
equivalent balances of the Companys currency exposures due
to a 10% shift in exchange rates. The potential loss in cash
flows and earnings is based on the change in cash flows and
earnings over a one-year period resulting from an immediate 10%
change in currency exchange rates. A hypothetical 10% change in
the currency exchange rates does not have a material effect on
the fair values, cash flows or earnings of the Company.




Item 4  Controls and
Procedures

Within 90 days prior to the filing of this
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 have been no significant changes in the
Companys internal controls or in other factors that could
significantly effect the internal controls subsequent to the
date of the previously mentioned evaluation.

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PART II  OTHER INFORMATION




Item 6  Exhibits and Reports on
Form 8-K

(b)     Reports on
Form 8-K:

The Company filed a current report on
Form 8-K, dated August 14, 2002, of the sworn
statements pursuant to section 21(a)(i) of the Securities
Exchange Act of 1934 for Paul M. Montrone, Chief Executive
Officer of Fisher Scientific International Inc. and Kevin P.
Clark, Chief Financial Officer of Fisher Scientific
International Inc.

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##### Table of Contents






SIGNATURE

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



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

November 14, 2002

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##### Table of Contents



CERTIFICATIONS

I, Paul M. Montrone, certify that:



| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1)     I have reviewed
    this quarterly report on Form 10-Q of Fisher Scientific
    International Inc.;                                                                                                                                                                                                                                           
|
| | 2) Based on my knowledge, this quarterly
    report does not contain any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period
    covered by this quarterly report;
|
| | 3) Based on my knowledge, the financial
    statements, and other financial information included in this
    quarterly report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4) The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) Presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5) The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6)     The
    registrants other certifying officers and I have indicated
    in this quarterly report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.



| |       |                  
| | ----- | -----------------
| | Date: | November 14, 2002



| |     |                     
| | --- | --------------------
| | By: | /s/ PAUL M. MONTRONE

| |                                     
| | ------------------------------------
| | Paul M. Montrone                    
| | Chief Executive Officer             
| | Fisher Scientific International Inc.

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##### Table of Contents



CERTIFICATIONS

I, Kevin P. Clark, certify that:



| |                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1)     I have reviewed
    this quarterly report on Form 10-Q of Fisher Scientific
    International Inc.;                                                                                                                                                                                                                                           
|
| | 2) Based on my knowledge, this quarterly
    report does not contain any untrue statement of a material fact
    or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period
    covered by this quarterly report;
|
| | 3) Based on my knowledge, the financial
    statements, and other financial information included in this
    quarterly report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this
    quarterly report;                   
|
| | 4) The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) Presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5) The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6)     The
    registrants other certifying officers and I have indicated
    in this quarterly report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.



| |       |                  
| | ----- | -----------------
| | Date: | November 14, 2002



| |     |                   
| | --- | ------------------
| | By: | /s/ KEVIN P. CLARK

| |                                     
| | ------------------------------------
| | Kevin P. Clark                      
| | Chief Financial Officer             
| | Fisher Scientific International Inc.

26