##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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Form 10-Q



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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2001

Commission file number:  01-10920


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                       |  | 03842                                
|(Address of principal executive
	offices)                       |  | (Zip Code)                           

(603) 926-5911

(Registrants telephone number, including
area code)


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

The number of shares of Common Stock outstanding at
August 7, 2001 was 54,001,887.



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TABLE OF CONTENTS



|                             |                                                                                                 |                                                                    |  |  |  |  |  | 
|---------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  | 
|                             | Item 1 -- Financial Statements                                                                 
|                             |                                                                                                 | INTRODUCTION TO THE FINANCIAL STATEMENTS                          
|                             |                                                                                                 | STATEMENT OF OPERATIONS                                           
|                             |                                                                                                 | BALANCE SHEET                                                     
|                             |                                                                                                 | STATEMENT OF CASH FLOWS                                           
|                             |                                                                                                 | FISHER SCIENTIFIC INTERNATIONAL INC. 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                           
|PART II -- OTHER INFORMATION
|                             | Item 4 -- Submission of Matters to a Vote of Security Holders                                  
|                             | Item 6 -- Exhibits and Reports on Form 8-K                                                     
|                             | SIGNATURE                                                                                      
|                             | Exhibit Index                                                                                  



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

Form 10-Q

For the Quarter Ended June 30, 2001


INDEX

|                                 |  |          |    |                                                                                        |  |          |    | 
|-------------------------------- |  | -------- | -- | -------------------------------------------------------------------------------------- |  | -------- | -- | 
|                                 |  |          |    |                                                                                        |  | Page No.
|                                 |  |          |    |                                                                                        |  |         
|                                
|                                
|                                
|                                
|Part I  FINANCIAL
	INFORMATION: |  |          |    |                                                                                       
|                                 |  | Item 1  |    | Financial Statements:                                                                  |  |          |    | 
|                                
|                                
|                                
|                                
|                                 |  |          |    | Introduction to the Financial Statements                                               |  |          | 2  | 
|                                
|                                
|                                
|                                
|                                 |  |          |    | Statement of Operations  Three
	and Six Months Ended June  30, 2001 and 2000          |  |          | 3  | 
|                                
|                                
|                                
|                                
|                                 |  |          |    | Balance Sheet  June 30, 2001
	and December 31, 2000                                   |  |          | 4  | 
|                                
|                                
|                                
|                                
|                                 |  |          |    | Statement of Cash Flows  Six
	Months Ended June 30, 2001 and 2000                     |  |          | 5  | 
|                                
|                                
|                                
|                                
|                                 |  |          |    | Notes to Financial Statements                                                          |  |          | 6  | 
|                                
|                                
|                                
|                                
|                                 |  | Item 2  |    | Managements Discussion and Analysis of
	Results of Operations and Financial Condition |  |          | 11 | 
|                                
|                                
|                                
|                                
|                                 |  | Item 3  |    | Quantitative and Qualitative Disclosures About
	Market Risk                            |  |          | 15 | 
|                                
|                                
|                                
|                                
|PART II  OTHER
	INFORMATION:    |  |          |    |                                                                                       
|                                
|                                
|                                
|                                
|                                 |  | Item 4  |    | Submission of Matters to a Vote of Security
	Holders                                   |  |          | 15 | 
|                                
|                                
|                                
|                                
|                                 |  | Item 6  |    | Exhibits and Reports on Form 8-K                                                       |  |          | 16 | 
|                                
|                                
|                                
|                                
|SIGNATURE                        |  |          | 17 |                                                                                       
|                                
|                                
|                                
|                                
|EXHIBIT INDEX                    |  |          | 18 |                                                                                       

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, 2000 balance
sheet is the balance sheet included in the audited financial
statements as shown in the Companys 2000 Annual Report on
Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when
read in conjunction with the financial statements included in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2000.

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

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


(in millions, except per share data)


(unaudited)


|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |      | 
|------------------------------------------- | ------- | ------------------ | ----- | ---------------- |  | ---- | ----- | ---- |  | - | ------- | ----- | - | - | ------- | ---- | 
|                                            |         |                    |       |                 
|                                            |         | Three Months Ended |       | Six Months Ended
|                                            |         | June 30,           |       | June 30,        
|                                            |         |                    |       |                 
|                                            |         | 2001               |       | 2000             |  | 2001 |       | 2000
|                                            |         |                    |       |                  |  |      |       |     
|Sales                                       |         | $                  | 708.8 |                  |  | $    | 662.1 |      |  | $ | 1,395.8 |       |   | $ | 1,315.3 |     
|                                           
|                                           
|                                           
|                                           
|Cost of sales                               |         |                    | 529.1 |                  |  |      | 500.0 |      |  |   | 1,041.7 |       |   |   | 988.4   |     
|                                           
|                                           
|                                           
|                                           
|Selling, general and administrative expense |         |                    | 133.8 |                  |  |      | 121.3 |      |  |   | 266.6   |       |   |   | 246.7   |     
|                                           
|                                           
|                                           
|                                           
|Restructuring and other charges             |         |                    |      |                  |  |      |      |      |  |   | 51.6    |       |   |   |        |     
|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     
|Income from operations                      |         |                    | 45.9  |                  |  |      | 40.8  |      |  |   | 35.9    |       |   |   | 80.2    |     
|                                           
|                                           
|                                           
|                                           
|Interest expense                            |         |                    | 24.4  |                  |  |      | 24.9  |      |  |   | 50.8    |       |   |   | 50.6    |     
|                                           
|                                           
|                                           
|                                           
|Other (income) expense, net                 |         |                    | 1.2   |                  |  |      | (1.3  | )    |  |   | 1.7     |       |   |   | (3.0    | )   
|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     
|Income (loss) before income taxes           |         |                    | 20.3  |                  |  |      | 17.2  |      |  |   | (16.6   | )     |   |   | 32.6    |     
|                                           
|                                           
|                                           
|                                           
|Income tax provision (benefit)              |         |                    | 8.1   |                  |  |      | 7.8   |      |  |   | (5.1    | )     |   |   | 14.7    |     
|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     
|Net income (loss)                           |         | $                  | 12.2  |                  |  | $    | 9.4   |      |  | $ | (11.5   | )     |   | $ | 17.9    |     
|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     
|Net income (loss) per common share:         |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     
|                                           
|                                           
|                                           
|                                           
|                                            | Basic   |                    | $     | 0.25             |  |      | $     | 0.23 |  |   | $       | (0.26 | ) |   | $       | 0.45 | 
|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     
|                                            | Diluted |                    | $     | 0.23             |  |      | $     | 0.21 |  |   | $       | (0.26 | ) |   | $       | 0.40 | 
|                                            |         |                    |       |                  |  |      |       |      |  |   |         |       |   |   |         |     

See the accompanying notes to financial statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.






BALANCE SHEET


(in millions)


|                                       |                                       |                                             |       |              |         |   |       |        |         |  
|-------------------------------------- | ------------------------------------- | ------------------------------------------- | ----- | ------------ | ------- | - | ----- | ------ | ------- | -
|                                       |                                       | June 30,                                    |       | December 31,
|                                       |                                       | 2001                                        |       | 2000        
|                                       |                                       |                                             |       |             
|                                       |                                       | (unaudited)                                 |       |             
|                                      
|                                      
|                                      
|                                      
|ASSETS                                
|                                      
|                                      
|                                      
|                                      
|Current assets:                        |                                       |                                             |       |              |         |   |       |       
|                                      
|                                      
|                                      
|                                      
|                                       | Cash and cash equivalents             |                                             | $     | 200.4        |         |   | $     | 66.0   |        
|                                      
|                                      
|                                      
|                                      
|                                       | Receivables, net                      |                                             |       | 331.0        |         |   |       | 296.8  |        
|                                      
|                                      
|                                      
|                                      
|                                       | Inventories                           |                                             |       | 255.8        |         |   |       | 224.2  |        
|                                      
|                                      
|                                      
|                                      
|                                       | Other current assets                  |                                             |       | 75.1         |         |   |       | 63.6   |        
|                                       |                                       |                                             |       |              |         |   |       |       
|                                       |                                       | Total current assets                        |       |              | 862.3   |   |       |        | 650.6   |  
|                                      
|                                      
|                                      
|                                      
|Property, plant and equipment          |                                       |                                             | 301.8 |              |         |   | 251.3 |       
|                                      
|                                      
|                                      
|                                      
|Goodwill                               |                                       |                                             | 382.0 |              |         |   | 334.2 |       
|                                      
|                                      
|                                      
|                                      
|Other assets                           |                                       |                                             | 173.2 |              |         |   | 149.6 |       
|                                       |                                       |                                             |       |              |         |   |       |       
|                                       |                                       | Total assets                                |       | $            | 1,719.3 |   |       | $      | 1,385.7 |  
|                                       |                                       |                                             |       |              |         |   |       |       
|                                      
|                                      
|                                      
|                                      
|LIABILITIES AND STOCKHOLDERS
	DEFICIT
|                                      
|                                      
|                                      
|                                      
|Current liabilities:                   |                                       |                                             |       |              |         |   |       |       
|                                      
|                                      
|                                      
|                                      
|                                       | Short-term debt                       |                                             | $     | 63.2         |         |   | $     | 47.6   |        
|                                      
|                                      
|                                      
|                                      
|                                       | Accounts payable                      |                                             |       | 307.8        |         |   |       | 308.5  |        
|                                      
|                                      
|                                      
|                                      
|                                       | Accrued and other current liabilities |                                             |       | 182.6        |         |   |       | 151.7  |        
|                                       |                                       |                                             |       |              |         |   |       |       
|                                       |                                       | Total current liabilities                   |       |              | 553.6   |   |       |        | 507.8   |  
|                                      
|                                      
|                                      
|                                      
|Long-term debt                         |                                       |                                             | 980.8 |              |         |   | 991.1 |       
|                                      
|                                      
|                                      
|                                      
|Other liabilities                      |                                       |                                             | 204.2 |              |         |   | 198.5 |       
|                                       |                                       |                                             |       |              |         |   |       |       
|                                       |                                       | Total liabilities                           |       |              | 1,738.6 |   |       |        | 1,697.4 |  
|                                       |                                       |                                             |       |              |         |   |       |       
|Commitments and contingencies          |                                       |                                             |       |              |         |   |       |       
|                                      
|                                      
|                                      
|                                      
|Stockholders deficit:                 |                                       |                                             |       |              |         |   |       |       
|                                      
|                                      
|                                      
|                                      
|                                       | Preferred stock                       |                                             |       |             |         |   |       |       |        
|                                      
|                                      
|                                      
|                                      
|                                       | Common stock                          |                                             |       | 0.5          |         |   |       | 0.4    |        
|                                      
|                                      
|                                      
|                                      
|                                       | Capital in excess of par value        |                                             |       | 654.1        |         |   |       | 326.0  |        
|                                      
|                                      
|                                      
|                                      
|                                       | Accumulated deficit                   |                                             |       | (583.4       | )       |   |       | (571.9 | )      
|                                      
|                                      
|                                      
|                                      
|                                       | Accumulated other comprehensive loss  |                                             |       | (89.7        | )       |   |       | (65.9  | )      
|                                      
|                                      
|                                      
|                                      
|                                       | Treasury stock, at cost               |                                             |       | (0.8         | )       |   |       | (0.3   | )      
|                                       |                                       |                                             |       |              |         |   |       |       
|                                       |                                       | Total stockholders deficit                 |       |              | (19.3   | ) |       |        | (311.7  | )
|                                       |                                       |                                             |       |              |         |   |       |       
|                                       |                                       | Total liabilities and stockholders deficit |       | $            | 1,719.3 |   |       | $      | 1,385.7 |  
|                                       |                                       |                                             |       |              |         |   |       |       

See the accompanying notes to financial statements.

4



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


(in millions)


(unaudited)


|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |       |      |       |  
|------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ----------------------------------------------- | ------ | ----- | ------ | ---- | ----- | ---- | ----- | -
|                                                              |                                                                                       |                                                                       
|                                                              |                                                                                       | Six Months Ended                                                      
|                                                              |                                                                                       | June 30,                                                              
|                                                              |                                                                                       |                                                                       
|                                                              |                                                                                       | 2001                                                                   |                                                 | 2000  
|                                                              |                                                                                       |                                                                        |                                                 |       
|Cash flows from operating activities:                         |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Net income (loss)                                                                     |                                                                        | $                                               | (11.5  | )     |        | $    | 17.9  |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Adjustments to reconcile net income
	(loss) to cash provided by operating activities: |                                                                        |                                                 |        |       |        |      |       |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Restructuring and other charges, net of cash
	expended                 |                                                 |        | 46.7  |        |      |       |     |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Depreciation and amortization                                          |                                                 |        | 39.0  |        |      |       | 31.8 |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Loss on sale of property, plant and equipment and
	write-off of assets |                                                 |        | 0.1   |        |      |       | 0.6  |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Deferred income taxes                                                  |                                                 |        | (11.2 | )      |      |       | 1.5  |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Equity in loss of unconsolidated affiliates                            |                                                 |        | 4.8   |        |      |       |     |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Changes in working capital, net of effects of
	acquisitions:           |                                                 |        |       |        |      |       |      |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       |                                                                        | Receivables, net                                |        |       | (15.4  | )    |       |      | (12.9 | )
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       |                                                                        | Inventories                                     |        |       | (17.3  | )    |       |      | (11.8 | )
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       |                                                                        | Payables, accrued and other current liabilities |        |       | (4.8   | )    |       |      | (5.6  | )
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       |                                                                        | Other working capital changes                   |        |       | 0.5    |      |       |      | 7.8   |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                       | Other assets and liabilities                                           |                                                 |        | (6.4  | )      |      |       | (6.5 | )    
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|                                                              |                                                                                       |                                                                        | Cash provided by operating activities           |        |       | 24.5   |      |       |      | 22.8  |  
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|Cash flows from investing activities:                         |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Acquisitions, net of cash                                                             |                                                                        |                                                 | (148.1 | )     |        |      | (22.3 | )   
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Capital expenditures                                                                  |                                                                        |                                                 | (14.0  | )     |        |      | (12.5 | )   
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Proceeds from sale of property, plant and
	equipment                                  |                                                                        |                                                 | 0.1    |       |        |      | 0.5   |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Other investing activity                                                              |                                                                        |                                                 | (9.2   | )     |        |      | (4.2  | )   
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|                                                              |                                                                                       |                                                                        | Cash used in investing activities               |        |       | (171.2 | )    |       |      | (38.5 | )
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|Cash flows from financing activities:                         |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Proceeds from stock options exercised                                                 |                                                                        |                                                 | 0.5    |       |        |      | 0.3   |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Proceeds from accounts receivable securitization,
	net                                |                                                                        |                                                 |       |       |        |      | 19.0  |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Proceeds from sale of common stock                                                    |                                                                        |                                                 | 289.9  |       |        |      |      |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Proceeds from long-term debt                                                          |                                                                        |                                                 |       |       |        |      | 7.7   |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Acquisition of treasury stock                                                         |                                                                        |                                                 | (0.5   | )     |        |      |      |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Payments of long-term debt                                                            |                                                                        |                                                 | (12.5  | )     |        |      | (10.0 | )   
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Changes in short-term debt, net                                                       |                                                                        |                                                 | 5.1    |       |        |      | 1.1   |     
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|                                                              |                                                                                       |                                                                        | Cash provided by financing activities           |        |       | 282.5  |      |       |      | 18.1  |  
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|Effect of exchange rate changes on cash and cash
	equivalents |                                                                                       |                                                                        | (1.4                                            | )      |       |        | (1.3 | )    
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|Net change in cash and cash equivalents                       |                                                                                       |                                                                        | 134.4                                           |        |       |        | 1.1  |      
|                                                             
|                                                             
|                                                             
|                                                             
|Cash and cash equivalents  beginning
	of period              |                                                                                       |                                                                        | 66.0                                            |        |       |        | 50.3 |      
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      
|Cash and cash equivalents  end of
	period                    |                                                                                       | $                                                                      | 200.4                                           |        |       | $      | 51.4 |      
|                                                              |                                                                                       |                                                                        |                                                 |        |       |        |      |      

See the accompanying notes to financial statements.

5



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##### Table of Contents






FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)


Note 1  Nature of Business and Results of
Operations

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 is managed in three business
segments: domestic distribution, international distribution, and
laboratory workstations. The domestic and international
distribution segments engage in the supply, marketing, service
and manufacture of scientific, clinical, educational, and
occupational health and safety products. The laboratory
workstations segment manufactures laboratory workstations, fume
hoods and enclosures for technology and communication centers.

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

Note 2  Public Offering of Common Stock

On May 9, 2001, the Company closed a public offering of
13.8 million shares of common stock, including 1.8 million
shares for the exercise of the underwriters over-allotment
option, at a public offering price of $24.00 per share. Of the
13.8 million shares sold, 12.8 million shares were sold by the
Company and 1.0 million shares were sold by selling
stockholders. The shares offered by the selling stockholders
represent a portion of the shares of common stock held in a
rabbi trust. Proceeds to the Company from the offering were
approximately $289.9 million net of underwriters discounts
and offering costs.

Note 3  Acquisitions

In February 2001, the Company acquired the pharmaceutical
packaging services business of Covance, Inc. and renamed it
Fisher Clinical Services Inc. (FCS). FCS enables
pharmaceutical and biotechnology companies and other customers
to outsource the packaging, labeling and distribution of
prescription drugs used in phase III and IV clinical
trials. The adjusted purchase price of $132.7 million was
financed through the sale of receivables under the
Companys receivables securitization facility. The
acquisition was accounted for using the purchase method of
accounting. The results of FCS have been included in the
domestic distribution segment from the date of acquisition.

In June 2001, the Company acquired a controlling interest in
Medical Analysis Systems, Inc. (MAS). MAS is a
leading manufacturer of controls and reagents for the clinical
laboratory market. The acquisition was accounted for as a step
acquisition using the purchase method of accounting. The results
of MAS have been included in the domestic distribution segment
from the date the Company acquired the controlling interest.
Prior to June 2001, the Company accounted for the investment in
MAS using the equity method of accounting.

The pro forma effect of these acquisitions is not material to
the Companys financial statements.

The Company also has invested approximately $3.2 million during
the six months ended June 30, 2001 for an approximate 13%
minority interest in HealthNexis, formerly The New Health
Exchange. The Company is accounting for this investment using
the equity method of accounting.

6



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

Note 4  Inventories

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

|                  |       |          |       |              |  |   |       |       | 
|----------------- | ----- | -------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | June 30, |       | December 31,
|                  |       | 2001     |       | 2000        
|                  |       |          |       |             
|Raw materials     |       | $        | 38.5  |              |  | $ | 28.8  |      
|                 
|                 
|                 
|                 
|Work in process   |       |          | 10.6  |              |  |   | 6.9   |      
|                 
|                 
|                 
|                 
|Finished products |       |          | 206.7 |              |  |   | 188.5 |      
|                  |       |          |       |              |  |   |       |      
|                  | Total |          | $     | 255.8        |  |   | $     | 224.2 | 
|                  |       |          |       |              |  |   |       |      

Note 5  Derivative Financial Instruments

Effective January 1, 2001, Fisher adopted Statement of
Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities
(SFAS 133), as amended, which establishes
accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other
contracts and for hedging activities. All derivatives, whether
designated in hedging relationships or not, are required to be
recorded on the balance sheet at fair value. If the derivative
is designated as a fair value hedge, the changes in the fair
value of the derivative and of the hedged item attributable to
the hedged risk are recognized in earnings. If the derivative is
designated as a cash flow hedge, the effective portions of
changes in the fair value of the derivative are recorded in
other comprehensive income (OCI) and are recognized in the
income statement when the hedged item affects earnings.
Ineffective portions of changes in the fair value of cash flow
hedges are recognized in earnings. For derivative instruments
not designated as hedging instruments, changes in fair value are
recognized in earnings in the current period. The adoption of
SFAS 133, as amended, resulted in a $0.8 million pre-tax
($0.5 million after-tax) reduction to OCI on January 1,
2001.

The nature of Fishers business activities necessarily
involves the management of various financial and market risks,
including those related to changes in interest rates and foreign
currency exchange rates. As discussed more fully in
notes 3, 6 and 12 to the financial statements appearing in
the Companys 2000 Annual Report on Form 10-K, Fisher
uses derivative financial instruments to mitigate or eliminate
certain of those risks. The Company assesses, both at the
inception of the hedge and on an on-going basis, whether the
derivatives that are used in hedging transactions are highly
effective in offsetting changes in cash flows of hedged items.
When it is determined that a derivative is not highly effective
as a hedge, the Company discontinues hedge accounting
prospectively. Fisher does not hold derivatives for trading
purposes.

The Company enters into interest-rate swap agreements in order
to manage its exposure to interest rate risk. These interest
rate swaps are designated as cash flow hedges of Fishers
variable rate debt. During the three and six months ended
June 30, 2001, no ineffectiveness was recognized in the
statement of operations on these hedges. Amounts accumulated in
OCI are reclassified into earnings as interest is accrued on the
hedged transactions. The amounts accumulated in OCI will
fluctuate based on changes in the fair value of the
Companys derivatives at each reporting period.

Note 6  Comprehensive Income (Loss)

The following is a summary of comprehensive income (loss) for
the three and six months ended June 30, 2001 and 2000 (in
millions). Comprehensive income (loss) components included in
stockholders deficit include any changes in equity during
a period that are not the result of transactions with the
Companys stockholders.

7



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

|                                                           |                             |                    |      |                  |  |      |      |      |  |   |       |       |   |   |       |     | 
|---------------------------------------------------------- | --------------------------- | ------------------ | ---- | ---------------- |  | ---- | ---- | ---- |  | - | ----- | ----- | - | - | ----- | --- | 
|                                                           |                             |                    |      |                 
|                                                           |                             | Three Months Ended |      | Six Months Ended
|                                                           |                             | June 30,           |      | June 30,        
|                                                           |                             |                    |      |                 
|                                                           |                             | 2001               |      | 2000             |  | 2001 |      | 2000
|                                                           |                             |                    |      |                  |  |      |      |     
|Net income (loss)                                          |                             | $                  | 12.2 |                  |  | $    | 9.4  |      |  | $ | (11.5 | )     |   | $ | 17.9  |    
|                                                          
|                                                          
|                                                          
|                                                          
|Foreign currency translation adjustment                    |                             |                    | (5.1 | )                |  |      | (3.3 | )    |  |   | (21.3 | )     |   |   | (12.3 | )  
|                                                          
|                                                          
|                                                          
|                                                          
|Change in unrealized fair value of derivative
	instruments |                             |                    | 0.5  |                  |  |      |     |      |  |   | (2.8  | )     |   |   |      |    
|                                                          
|                                                          
|                                                          
|                                                          
|Unrealized investment gain                                 |                             |                    | 1.2  |                  |  |      | 1.5  |      |  |   | 0.3   |       |   |   | 1.5   |    
|                                                           |                             |                    |      |                  |  |      |      |      |  |   |       |       |   |   |       |    
|                                                           | Comprehensive income (loss) |                    | $    | 8.8              |  |      | $    | 7.6  |  |   | $     | (35.3 | ) |   | $     | 7.1 | 
|                                                           |                             |                    |      |                  |  |      |      |      |  |   |       |       |   |   |       |    

Note 7  Earnings Per Share

The following is a reconciliation of the shares used in the
computation of basic and diluted earnings per share for the
three and six months ended June 30, 2001 and 2000 (in
millions):

|                                                                                                         |  |                    |      |                  |  |      |      |      |  |  |      |  |  |  |      | 
|-------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | ---------------- |  | ---- | ---- | ---- |  |  | ---- |  |  |  | ---- | 
|                                                                                                         |  |                    |      |                 
|                                                                                                         |  | Three Months Ended |      | Six Months Ended
|                                                                                                         |  | June 30,           |      | June 30,        
|                                                                                                         |  |                    |      |                 
|                                                                                                         |  | 2001               |      | 2000             |  | 2001 |      | 2000
|                                                                                                         |  |                    |      |                  |  |      |      |     
|Weighted average shares of common stock
	outstanding used in the computation of basic earnings per share |  |                    | 49.2 |                  |  |      | 40.1 |      |  |  | 44.7 |  |  |  | 40.1 | 
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Common stock equivalents(a)                                                                              |  |                    | 3.6  |                  |  |      | 4.3  |      |  |  |     |  |  |  | 4.5  | 
|                                                                                                         |  |                    |      |                  |  |      |      |      |  |  |      |  |  |  |      | 
|Shares used in the computation of diluted
	earnings per share                                            |  |                    | 52.8 |                  |  |      | 44.4 |      |  |  | 44.7 |  |  |  | 44.6 | 
|                                                                                                         |  |                    |      |                  |  |      |      |      |  |  |      |  |  |  |      | 




|    |                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The amount of outstanding antidilutive common stock options and
	warrants excluded from the computation of diluted earnings per
	share for the three and six months ended June 30, 2001 was
	1.2 million and 4.1 million, respectively. No options
	or warrants were excluded from the calculation of diluted
	earnings per share for the three and six months ended
	June 30, 2000.

Note 8  Restructuring and Other Charges

During the first quarter of 2001, the Company adopted and
commenced implementation of a streamlining plan (the
Plan) aimed at improving its operations, largely
through office, warehouse and manufacturing facility
consolidations and the discontinuance of certain product lines.
The Company recorded a restructuring charge of $18.1 million in
the first quarter of 2001 for the Plan. Upon adoption of the
Plan, the Company anticipated incurring an additional $6 million
to $8 million of expenses related to the Plan, of which the
Company has incurred $3 million for the six months ended
June 30, 2001.

The restructuring charge consists of $10.9 million related to
accruals for employee separation arrangements and $7.2 million
of exit costs. The charge for employee separation arrangements
relates to termination and other severance costs associated with
approximately 500 salaried and hourly employees who will be
severed as part of the Plan. The other exit costs relate
primarily to lease cancellation costs and costs associated with
the discontinuation of certain product lines. As of
June 30, 2001, the Company had expended $4.2 million of the
$18.1 million accrued.

In March 2001, the Company accelerated the vesting of
approximately 2.3 million common stock options with an average
exercise price of $20.85 per share. These options were then
converted into the right to receive approximately 1.0 million
shares of common stock, which were issued and deposited into a
rabbi trust. The shares issued represent on a per
share basis the difference between the last reported sale price
of the common stock on March 30, 2001 of $35.44 and the
exercise price of the option divided by $35.44. As a result of
these

8



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

transactions, the Company recorded a primarily non-cash
compensation charge of $33.5 million during the first quarter of
2001.

Note 9  Other (Income) Expense

Other (income) expense, includes the Companys equity in
the losses of unconsolidated affiliates totaling $3.5 million
and $4.8 million for the three and six months ended
June 30, 2001, respectively.

Note 10  Segment Information

Selected business segment financial information for the three
and six months ended June 30, 2001 and 2000 is shown below
(in millions):

|       |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------------ | - | ---------------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |                    |   |                 
|       |                            | Three Months Ended |   | Six Months Ended
|       |                            | June 30,           |   | June 30,        
|       |                            |                    |   |                 
|       |                            | 2001               |   | 2000             |       | 2001 |   | 2000 
|       |                            |                    |   |                  |       |      |   |      
|Sales: |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |        
|      
|      
|      
|      
|       | Domestic distribution      |                    | $ | 602.4            |       |      | $ | 555.4 |       |  | $ | 1,175.9 |         |  | $ | 1,092.3 |        
|      
|      
|      
|      
|       | International distribution |                    |   | 103.8            |       |      |   | 102.2 |       |  |   | 214.4   |         |  |   | 216.1   |        
|      
|      
|      
|      
|       | Laboratory workstations    |                    |   | 44.7             |       |      |   | 44.2  |       |  |   | 86.5    |         |  |   | 82.5    |        
|      
|      
|      
|      
|       | Eliminations               |                    |   | (42.1            | )     |      |   | (39.7 | )     |  |   | (81.0   | )       |  |   | (75.6   | )      
|       |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total              |   | $                | 708.8 |      |   | $     | 662.1 |  |   | $       | 1,395.8 |  |   | $       | 1,315.3 | 
|       |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |      |      |      | 
|----------------------- | ------------------------------- | ------------------ | ----- | ---------------- | ---- | ---- | - | ---- | ---- | ---- | - | ----- | ---- | ---- | - | ---- | ---- | ---- | 
|                        |                                 |                    |       |                 
|                        |                                 | Three Months Ended |       | Six Months Ended
|                        |                                 | June 30,           |       | June 30,        
|                        |                                 |                    |       |                 
|                        |                                 | 2001               |       | 2000             |      | 2001 |   | 2000
|                        |                                 |                    |       |                  |      |      |   |     
|Income from operations: |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     
|                       
|                       
|                       
|                       
|                        | Domestic distribution           |                    | $     | 43.1             |      |      | $ | 37.7 |      |      | $ | 81.4  |      |      | $ | 74.3 |     
|                       
|                       
|                       
|                       
|                        | International distribution      |                    |       | 2.2              |      |      |   | 1.7  |      |      |   | 6.1   |      |      |   | 4.3  |     
|                       
|                       
|                       
|                       
|                        | Laboratory workstations         |                    |       | 1.0              |      |      |   | 1.6  |      |      |   | 1.5   |      |      |   | 2.1  |     
|                       
|                       
|                       
|                       
|                        | Eliminations                    |                    |       | (0.4             | )    |      |   | (0.2 | )    |      |   | (0.4  | )    |      |   | (0.5 | )   
|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     
|                        |                                 | Segment sub-total  |       |                  | 45.9 |      |   |      | 40.8 |      |   |       | 88.6 |      |   |      | 80.2 |     
|                       
|                       
|                       
|                       
|                        | Restructuring and other charges |                    |       |                 |      |      |   |     |      |      |   | (52.7 | )(a) |      |   |     |     
|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     
|                        |                                 |                    | Total |                  | $    | 45.9 |   |      | $    | 40.8 |   |       | $    | 35.9 |   |      | $    | 80.2 | 
|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     

Income from operations is revenue less related costs and direct
and allocated expenses. Intercompany sales and transfers between
segments were not material for the three and six months ended
June 30, 2001 and 2000.




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 2001
	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 addition, the Company accelerated the vesting
	of common stock options and recorded a primarily non-cash
	compensation charge of $33.5 million in the first quarter.

9



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

Note 11  Recent Accounting Pronouncements

In July 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
eliminates the pooling-of-interests method for business
combinations. SFAS 141 also specifies the types of acquired
intangible assets that are required to be recognized and
reported separately from goodwill and those acquired intangible
assets that are required to be included in goodwill.
SFAS 141 shall be effective for all business combinations
completed by the Company after June 30, 2001. Under the
provisions of SFAS 141 goodwill and intangible assets
determined to have an indefinite useful life that is acquired in
a business combination completed after June 30, 2001, shall
not be amortized. Goodwill and intangible assets acquired in
business combinations completed prior to July 1, 2001,
shall continue to be amortized until December 31, 2001.

SFAS 142 requires the use of a nonamortization approach to
account for purchased goodwill and certain intangibles. Under
the nonamortization approach, goodwill and certain intangibles
will not be amortized but instead would be reviewed for
impairment and written down with a resulting charge to
operations only in the period in which the recorded value of
goodwill and certain intangibles is more than its fair value.
SFAS 142 requires the Company to perform an evaluation of
whether goodwill is impaired as of January 1, 2002, the
effective date of the statement for the Company. Additionally,
SFAS 142 requires the Company to reassess the useful lives
and residual values of all intangible assets and make any
necessary amortization adjustments. Any transitional impairment
loss resulting from the adoption of SFAS 142 will be
recognized as a cumulative effect of a change in accounting
principle in the Companys statement of operations.

The Company is in the process of evaluating the effect that
adopting these Statements will have on its financial statements.

10



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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. The
Companys actual results could differ materially from those
set forth in the forward-looking statements. Certain factors
that might cause such a difference include those discussed in
the section entitled Managements Discussion and
Analysis of Results of Operations and Financial
Condition  Cautionary Factors Regarding
Forward-Looking Statements contained in the Companys
Form 10-K for the year ended December 31, 2000. The
Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed in the report might not occur.

In February 2001, the Company acquired the pharmaceutical
packaging services business of Covance Inc., and renamed it
Fisher Clinical Services Inc. (FCS). FCS enables
pharmaceutical and biotechnology companies and other customers
to outsource the packaging, labeling and distribution of
prescription drugs used in phase III and IV clinical trials. The
adjusted purchase price of $132.7 million was financed through
the sale of receivables under the Companys receivables
securitization facility.

In May 2001, the Company sold 12.8 million shares of common
stock, including 1.8 million shares for the exercise of the
underwriters over-allotment option, in a public offering at a
price of $24.00 per share. Net proceeds to the Company, after
deducting the underwriting discount and expenses, were
approximately $289.9 million. The Company used a portion of the
net proceeds to reduce the amount of receivables sold under the
Companys receivables securitization facility by $170.0
million.

In June 2001, the Company acquired a controlling interest
in Medical Analysis Systems, Inc. (MAS). MAS is a
leading manufacturer of controls and reagents for the clinical
laboratory market.

Results of Operations

The following table sets forth the Companys sales and
income from operations by segment for the three and six months
ended June 30, 2001 and 2000 (in millions):

|       |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------- | ------------------ | - | ---------------- | ----- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                            |                    |   |                 
|       |                            | Three Months Ended |   | Six Months Ended
|       |                            | June 30,           |   | June 30,        
|       |                            |                    |   |                 
|       |                            | 2001               |   | 2000             |       | 2001 |   | 2000 
|       |                            |                    |   |                  |       |      |   |      
|Sales: |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |        
|      
|      
|      
|      
|       | Domestic distribution      |                    | $ | 602.4            |       |      | $ | 555.4 |       |  | $ | 1,175.9 |         |  | $ | 1,092.3 |        
|      
|      
|      
|      
|       | International distribution |                    |   | 103.8            |       |      |   | 102.2 |       |  |   | 214.4   |         |  |   | 216.1   |        
|      
|      
|      
|      
|       | Laboratory workstations    |                    |   | 44.7             |       |      |   | 44.2  |       |  |   | 86.5    |         |  |   | 82.5    |        
|      
|      
|      
|      
|       | Eliminations               |                    |   | (42.1            | )     |      |   | (39.7 | )     |  |   | (81.0   | )       |  |   | (75.6   | )      
|       |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |        
|       |                            | Total              |   | $                | 708.8 |      |   | $     | 662.1 |  |   | $       | 1,395.8 |  |   | $       | 1,315.3 | 
|       |                            |                    |   |                  |       |      |   |       |       |  |   |         |         |  |   |        

|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |      |      |      | 
|----------------------- | ------------------------------- | ------------------ | ----- | ---------------- | ---- | ---- | - | ---- | ---- | ---- | - | ----- | ---- | ---- | - | ---- | ---- | ---- | 
|                        |                                 |                    |       |                 
|                        |                                 | Three Months Ended |       | Six Months Ended
|                        |                                 | June 30,           |       | June 30,        
|                        |                                 |                    |       |                 
|                        |                                 | 2001               |       | 2000             |      | 2001 |   | 2000
|                        |                                 |                    |       |                  |      |      |   |     
|Income from operations: |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     
|                       
|                       
|                       
|                       
|                        | Domestic distribution           |                    | $     | 43.1             |      |      | $ | 37.7 |      |      | $ | 81.4  |      |      | $ | 74.3 |     
|                       
|                       
|                       
|                       
|                        | International distribution      |                    |       | 2.2              |      |      |   | 1.7  |      |      |   | 6.1   |      |      |   | 4.3  |     
|                       
|                       
|                       
|                       
|                        | Laboratory workstations         |                    |       | 1.0              |      |      |   | 1.6  |      |      |   | 1.5   |      |      |   | 2.1  |     
|                       
|                       
|                       
|                       
|                        | Eliminations                    |                    |       | (0.4             | )    |      |   | (0.2 | )    |      |   | (0.4  | )    |      |   | (0.5 | )   
|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     
|                        |                                 | Segment sub-total  |       |                  | 45.9 |      |   |      | 40.8 |      |   |       | 88.6 |      |   |      | 80.2 |     
|                       
|                       
|                       
|                       
|                        | Restructuring and other charges |                    |       |                 |      |      |   |     |      |      |   | (52.7 | )(a) |      |   |     |     
|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     
|                        |                                 |                    | Total |                  | $    | 45.9 |   |      | $    | 40.8 |   |       | $    | 35.9 |   |      | $    | 80.2 | 
|                        |                                 |                    |       |                  |      |      |   |      |      |      |   |       |      |      |   |     




|    |                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 2001
	restructuring charge taken in the

11



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##### Table of Contents



| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 addition, the
	Company accelerated the vesting of common stock options and
	recorded a primarily non-cash compensation charge of $33.5
	million in the first quarter.

Sales

Sales for the three and six months ended June 30, 2001
increased 7.1% and 6.1% to $708.8 million and $1,395.8 million,
respectively, from $662.1 million and $1,315.3 million for the
comparable periods in 2000. Excluding foreign exchange effects,
sales increased to $716.2 million and $1,411.9 million for the
three and six months ended June 30, 2001, respectively, an
8.2% and 7.3% increase from the corresponding periods in 2000.
For the three and six months ended June 30, 2001, sales in
the domestic distribution segment increased 8.5% and 7.7% to
$602.4 million and $1,175.9 million, respectively. The increase
is attributable to growth in the pharmaceutical and biotech
markets and the impact of acquisitions, primarily FCS which was
acquired in February 2001. The Company expects annual
revenue growth for the domestic distribution segment to remain
consistent with the current quarter results.

The sales increase in the international distribution segment is
a result of improved results in European operations. Excluding
foreign exchange effects, international distribution sales
increased to $109.9 million and $228.4 million for the three and
six months ended June 30, 2001, respectively, a 7.5% and 5.7%
increase from the corresponding periods a year ago. The Company
expects annual revenue growth of 5% for our international
distribution segment, excluding the impact of foreign exchange.

In the laboratory workstation segment, sales grew to $44.7
million and $86.5 million or 1.1% and 4.9% for the three and six
months ended June 30, 2001, respectively. The moderate
growth is primarily attributable to the slowdown of new research
laboratory construction; however, order activity has continued
to improve in the second quarter resulting in an approximate 26%
increase in backlog compared to the same period a year ago. The
Company expects laboratory workstation segment sales growth to
improve to 7.5% for the year.

Gross Profit

Fishers gross profit for the three and six months ended
June 30, 2001, increased 10.9% and 8.3% to $179.7 million
and $354.1 million, respectively, from the corresponding periods
a year ago. Gross profit as a percent of sales increased to
25.4% for the three and six months ended June 30, 2001,
from 24.5% and 24.9%, respectively, for the comparable periods
in 2000. Gross profit for the six months ended June 30,
2001 was reduced by $1.1 million for inventory write-offs
related to the restructuring plan implemented in the first
quarter.

Selling, General and Administrative
Expense

Selling, general and administrative expense for the three and
six months ended June 30, 2001, increased 10.3% and 8.1% to
$133.8 million and $266.6 million from the comparable periods in
2000. Selling, general and administrative expense as a
percentage of sales was 18.9% and 19.1% for the three and six
months ended June 30, 2001, respectively, compared with
18.3% and 18.8% for the comparable periods a year ago. The
increase in selling, general and administrative expense as a
percentage of sales is primarily due to the expenses incurred
related to the continued implementation of the streamlining plan
commenced in the first quarter of 2001 and the effect of
acquisitions.

Restructuring and Other Charges

During the first quarter of 2001, the Company adopted and
commenced implementation of a streamlining plan (the
Plan) aimed at improving its operations, largely
through office, warehouse and manufacturing facility
consolidations and the discontinuance of certain product lines.
The Company recorded a restructuring charge of $18.1 million in
the first quarter of 2001 for the Plan. Upon adoption of the
Plan, the Company anticipated incurring an additional $6 million
to $8 million of expenses related to the Plan, of which the
Company has incurred $3 million for the six months ended
June 30, 2001.

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The restructuring charge consists of $10.9 million related to
accruals for employee separation arrangements and $7.2 million
of exit costs. The charge for employee separation arrangements
relates to termination and other severance costs associated with
approximately 500 salaried and hourly employees who will be
severed as part of the Plan. The other exit costs relate
primarily to lease cancellation costs and costs associated with
the discontinuation of certain product lines. As of
June 30, 2001, the Company had expended $4.2 million of the
$18.1 million accrued.

In addition, in March 2001, the Company accelerated the
vesting of approximately 2.3 million common stock options with
an average exercise price of $20.85 per share. These options
were then converted into the right to receive approximately 1.0
million shares of common stock, which were issued and deposited
into a rabbi trust. The shares issued represent on a
per share basis the difference between the last reported sale
price of the common stock on March 30, 2001, of $35.44 and
the exercise price of the option divided by $35.44. As a result
of these transactions, the Company recorded a primarily noncash
compensation charge of $33.5 million during the first quarter of
2001.

Income from Operations

Income from operations for the three months ended June 30,
2001, increased 12.5% to $45.9 million from $40.8 million for
the comparable period in 2000. Income from operations for the
six months ended June 30, 2001, decreased to $35.9 million
from $80.2 million for the comparable period in 2000. Excluding
restructuring and other charges of $52.7 million incurred in the
first quarter of 2001, income from operations for the six months
ended June 30, 2001, increased 10.5% to $88.6 million from
$80.2 million for the comparable period a year ago. Income from
operations for the domestic distribution segment increased 14.3%
and 9.6% to $43.1 million and $81.4 million for the three and
six months ended June 30, 2001. The increase in income from
operations as a percentage of sales in the domestic distribution
segment is attributable to the acquisition of FCS. The Company
expects income from operations as a percentage of sales for our
domestic distribution segment to be approximately 7.1%. Income
from operations for the international distribution segment
increased 29.4% and 41.9% to $2.2 million and $6.1 million for
the three and six months ended June 30, 2001. The increase
in income from operations is the result of improvement in
European operations and benefits derived from the continued
integration within the European and Asian markets. The Company
expects the international distribution segment income from
operations as a percentage of sales to increase to approximately
3.2%. Income from operations for the laboratory workstations
segment decreased to $1.0 million from $1.6 million and to $1.5
million from $2.1 million for the three and six months ended
June 30, 2001, respectively. The reduction in income from
operations is primarily the result of increased pricing pressure
stemming from the slowdown in new research laboratory
construction, as well as a change in product mix from higher
margin to lower margin products. The Company expects income from
operations as a percentage of sales for our laboratory
workstations segment to be approximately 2.7%.

Other (Income) Expense, net

Other (income) expense, net totaled $1.2 million and $1.7
million of expense for the three and six months ended
June 30, 2001, respectively, compared with $1.3 million and
$3.0 million of income for the comparable periods in 2000. The
increase in other expense was primarily due to the
Companys equity in the losses of unconsolidated
affiliates, HealthNexis, formerly The New Health Exchange, and
MAS, totaling $3.5 million and $4.8 million for the three and
six months ended June 30, 2001, respectively. The increase
in other expenses was offset by an increase in interest income
due to the investment of the net proceeds received from the
Companys offering of common stock. The Company expects the
equity losses in HealthNexis to continue for the remainder of
the year. In June 2001, the Company acquired a controlling
interest in MAS. The Company has consolidated MAS results
into Fishers from the date of control and thus MAS
results will be reflected in income from operations for the
remainder of the year.

Income Tax Provision

The Company recorded an income tax provision of $8.1 million or
a 40% effective tax rate for the three months ended
June 30, 2001, compared with an income tax provision of
$7.8 million or a 45% effective tax

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Liquidity and Capital Resources

During the six months ended June 30, 2001, the
Companys operations provided $24.5 million of cash
compared with $22.8 million of cash for the same period in 2000.
This change in cash provided by operating activities is
primarily due to increased investments in working capital,
partially offset by an increase in cash generated from net
income, adjusted for non-cash items.

During the six months ended June 30, 2001, the Company used
$171.2 million of cash for investing activities compared
with $38.5 million for the same period in 2000. The increase in
cash used for investing activities is primarily due to an
increase in acquisition spending. In the first quarter of 2001,
the Company acquired FCS for an adjusted purchase price of
$132.7 million. The Company also acquired a controlling
interest in MAS. The acquisitions were funded with cash on hand
and through the sale of receivables under the receivables
securitization facility. The Company also invested
$6.0 million as a debt investment in MAS and
$3.2 million for the Companys minority interest in
HealthNexis. Pursuant to the Limited Liability Company Agreement
for HealthNexis, of which the Company is a founding member, the
Company has committed to invest approximately $6.5 million
in the entity for an approximate 13% ownership interest. Through
June 30, 2001, the Company has funded $5.4 million of
the commitment and anticipates fulfilling the remaining
commitment by December 31, 2001. The Company anticipates an
increase in annual capital expenditures during 2001 from 2000
levels due to its ongoing warehouse consolidation program and
expenditures related to acquisitions.

During the six months ended June 30, 2001, the
Companys financing activities provided $282.5 million
of cash compared with $18.1 million of cash for the same period
in 2000. On May 9, 2001, the Company closed a public
offering of 13.8 million shares of common stock, including 1.8
million shares for the exercise of the underwriters
over-allotment option, at a public offering price of $24.00 per
share. Of the 13.8 million shares sold, 12.8 million shares were
sold by the Company and 1.0 million shares were sold by selling
stockholders. The shares offered by the selling stockholders
represent a portion of the shares of common stock held in a
rabbi trust. Proceeds to the Company from the offering were
approximately $289.9 million net of underwriters discounts
and offering costs. The Company used a portion of the net
proceeds to reduce the amount of receivables sold under the
Companys receivables securitization facility by $170.0
million.

The Company expects 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 its
ongoing operating, capital expenditure and debt service
requirements for at least the next 12 months.

Recent Accounting Pronouncements

In July 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
eliminates the pooling-of-interests method for business
combinations. SFAS 141 also specifies the types of acquired
intangible assets that are required to be recognized and
reported separately from goodwill and those acquired intangible
assets that are required to be included in goodwill.
SFAS 141 shall be effective for all business combinations
completed by the Company after June 30, 2001. Under the
provisions of SFAS 141 goodwill and intangible assets
determined to have an indefinite useful life that is acquired in
a business combination completed after June 30, 2001, shall
not be amortized. Goodwill and intangible assets

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SFAS 142 requires the use of a nonamortization approach to
account for purchased goodwill and certain intangibles. Under
the nonamortization approach, goodwill and certain intangibles
will not be amortized but instead would be reviewed for
impairment and written down with a resulting charge to
operations only in the period in which the recorded value of
goodwill and certain intangibles is more than its fair value.
SFAS 142 requires the Company to perform an evaluation of
whether goodwill is impaired as of January 1, 2002, the
effective date of the statement for the Company. Additionally,
SFAS 142 requires the Company to reassess the useful lives
and residual values of all intangible assets and make any
necessary amortization adjustments. Any transitional impairment
loss resulting from the adoption of SFAS 142 will be
recognized as a cumulative effect of a change in accounting
principle in the Companys statement of operations.

The Company is in the process of evaluating the impact of
adopting these Statements on its financial statements.




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 to 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.




PART II  OTHER INFORMATION




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



| |     |                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The annual meeting of stockholders of the Company was held on
	May 16, 2001.                                                                                                                                                                           
|
| | (b) | At the annual meeting, Robert A. Day, Michael D.
	Dingman and Kent R. Weldon were each elected as directors
	of the Company for a three-year term expiring at the Annual
	Meeting in 2004 and until his successor has been elected and
	duly qualified.
|
| | (c) | The results of the voting on the proposals considered at the
	annual meeting of stockholders are as follows:                                                                                                                                           

1.  Election of Directors

|                   |  |           |            |               |  |               |         |  |  |  |   | 
|------------------ |  | --------- | ---------- | ------------- |  | ------------- | ------- |  |  |  | - | 
|                   |  | Votes For |            | Votes Against |  | Votes Abstain
|                   |  |           |            |               |  |              
|Robert A. Day      |  |           | 23,940,517 |               |  |               | 38,010  |  |  |  |  | 
|                  
|                  
|                  
|                  
|Michael D. Dingman |  |           | 23,845,678 |               |  |               | 132,849 |  |  |  |  | 
|                  
|                  
|                  
|                  
|Kent R. Weldon     |  |           | 23,940,412 |               |  |               | 38,115  |  |  |  |  | 

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| |    |                                                                                 
| | -- | --------------------------------------------------------------------------------
| | 2. | Adoption of Fisher Scientific International Inc. 2001 Equity and
	Incentive Plan



| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | The adoption of the Fisher Scientific International Inc. 2001
	Equity and Incentive Plan was ratified, and voting results were
	as follows:
|
| | 21,577,921 FOR, 1,514,910 AGAINST, and 2,108 ABSTAIN                                                                                       



| |    |                                                                  
| | -- | -----------------------------------------------------------------
| | 3. | Amendment to the Companys Restated Certificate of
	Incorporation



| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Amendment to the Corporations Restated Certificate of
	Incorporation to Increase the Number of Authorized Shares of
	Common Stock from 100 Million to 500 Million was ratified, and
	voting results were as follow:
|
| | 36,052,372 FOR, 854,367 AGAINST, and 1,249 ABSTAIN                                                                                                                                                                      



| |    |                                    
| | -- | -----------------------------------
| | 4. | Appointment of Independent Auditors



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | The appointment of Deloitte & Touche LLP as independent
	auditors for the current year was ratified, and voting results
	were as follows:
|
| | 23,177,167 FOR, 799,733 AGAINST, and 1,627 ABSTAIN                                                                                       




Item 6  Exhibits and Reports on
Form 8-K

(a)  Exhibits:

|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  |  |  | Amendment No. 2 to Amended and Restated
	Investors Agreement dated as of May, 2001 among Fisher
	Scientific International Inc., Thomas H. Lee Equity Fund
	III, L.P., THL-CCI Limited Partnership, THL Foreign Fund III,
	L.P., THL FSI Equity Investors, L.P., DLJ Merchant Banking
	Partners II L.P., DLJ Merchant Banking Partners II 
	A, L.P., DLJ Offshore Partners, II, C.V., DLJ Diversified
	Partners, L.P., DLJ Diversified Partners  A, L.P.,
	DLJ Millennium Partners, L.P., DLJ Millennium
	Partners  A, L.P., DLJMB Funding II, Inc., UK
	Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ ESC
	II, L.P., DLJ First ESC, L.P., Chase Equity Associates, L.P.,
	Merrill Lynch Kecalp L.P. 1997, Kecalp Inc., ML IBK Positions,
	Inc. and certain other persons named herein.(1)




|    |                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Included as an exhibit to the Companys Form 10-Q for
	the quarterly period ended March 31, 2001 filed with the
	Securities and Exchange Commission on May 15, 2001.

(b)  Reports on Form 8-K:

The Company filed a current report on Form 8-K, dated
April 26, 2001, announcing the financial results for the
quarter ended March 31, 2001.

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SIGNATURE

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



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

Date: August 14, 2001

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Exhibit Index

|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  |  |  | Amendment No. 2 to Amended and Restated
	Investors Agreement dated as of May, 2001 among Fisher
	Scientific International Inc., Thomas H. Lee Equity
	Fund III, L.P., THL-CCI Limited Partnership, THL Foreign
	Fund III, L.P., THL FSI Equity Investors, L.P., DLJ
	Merchant Banking Partners II L.P., DLJ Merchant Banking
	Partners II  A, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
	Diversified Partners  A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium Partners  A,
	L.P., DLJMB Funding II, Inc., UK Investment Plan 1997
	Partners, DLJ EAB Partners, L.P., DLJ ESC II, L.P., DLJ
	First ESC, L.P., Chase Equity Associates, L.P., Merrill Lynch
	Kecalp L.P. 1997, Kecalp Inc., ML IBK Positions, Inc. and
	certain other persons named herein.(1)




|    |                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Included as an exhibit to the Companys Form 10-Q for
	the quarterly period ended March 31, 2001 filed with the
	Securities and Exchange Commission on May 15, 2001.