##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
      (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to          .   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.)Liberty Lane, Hampton New
    Hampshire(Address of principal
    executive offices)

03842(Zip Code)   Registrants telephone number, including area code:
 (603) 926-5911
   þ o
  Rule 12b-2
  þ o o
    rule 12b-2 o þ




---



##### 



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  FORM 10-Q
 For the Quarter Ended June 30, 2006
  INDEX
  Page No.Part I






FINANCIAL
    INFORMATION:Item 1






Financial
    Statements:Consolidated
    Statement of Operations  Three and Six Months Ended
    June 30, 2006 and 2005 (unaudited)


2Consolidated
    Balance Sheet  June 30, 2006 (unaudited) and
    December 31, 2005


3Consolidated
    Statement of Cash Flows  Six Months Ended
    June 30, 2006 and 2005 (unaudited)


4Consolidated
    Statement of Changes in Stockholders Equity 
    Six Months Ended June 30, 2006 (unaudited)


5Notes to
    Consolidated Financial Statements


6Item 2






Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


22Item 3






Quantitative and
    Qualitative Disclosures About Market Risk


29Item 4






Controls and
    Procedures


30Part II






OTHER
    INFORMATION:Item 4






Submission of
    Matters to Security Holders


31Item 6






Exhibits


31SIGNATURE


32Ex-10.01 Addendum to Employment LetterEx-31.01 Section 302 Certification of the C.E.O.Ex-31.02 Section 302 Certification of the C.F.O.Ex-32.01 Section 906 Certification of the C.E.O.Ex-32.02 Section 906 Certification of the C.F.O.   1




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1 
    Financial
    Statements  FISHER
    SCIENTIFIC INTERNATIONAL INC.
 CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share data)

(Unaudited) Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Net sales

$
1,465.8


$
1,343.1


$
2,878.2


$
2,649.9Cost of sales


925.1



870.5



1,823.7



1,735.4Selling, general and
    administrative expenses


361.9



299.7



703.0



597.6Restructuring expense


3.7



4.9



4.1



13.2Operating income


175.1



168.0



347.4



303.7Interest expense


32.8



27.6



61.9



58.2Other (income) expense, net


(3.8
)


28.8



(6.5
)


27.8Income from continuing operations
    before income taxes


146.1



111.6



292.0



217.7Income tax provision


24.7



26.0



64.4



56.1Income from continuing operations


121.4



85.6



227.6



161.6Income (loss) from discontinued
    operations, including gain on disposal of $16.7, net of tax for
    the three and six month periods ended June 30, 2005


0.6



15.8



(2.4
)


16.8Net income

$
122.0


$
101.4


$
225.2


$
178.4Earnings per share:Basic net income per common share:Income from continuing operations

$
0.97


$
0.71


$
1.83


$
1.34Income (loss) from discontinued
    operations


0.01



0.13



(0.02
)


0.14Net income

$
0.98


$
0.84


$
1.81


$
1.48Diluted net income per common
    share:Income from continuing operations

$
0.92


$
0.67


$
1.74


$
1.28Income (loss) from discontinued
    operations


0.01



0.13



(0.02
)


0.13Net income

$
0.93


$
0.80


$
1.72


$
1.41Weighted average common shares
    outstanding:Basic


124.3



121.0



124.1



120.3Diluted


131.8



127.0



131.1



126.5    2




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
 CONSOLIDATED BALANCE SHEET

(In millions, except per share data) June 30,


December 31,2006


2005(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
152.5


$
407.2Accounts receivable, net


768.9



679.4Inventories


648.4



589.0Other current assets


270.6



276.2Assets held for sale


41.7



39.5Total current assets


1,882.1



1,991.3Property, plant and equipment, net


832.4



788.2Goodwill


4,101.6



3,769.8Intangible assets, net


1,733.3



1,569.1Other assets


303.9



268.1Assets held for sale


54.9



59.2Total assets

$
8,908.2


$
8,445.7LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt

$
44.4


$
74.5Accounts payable


494.7



479.9Accrued and other current
    liabilities


439.9



429.5Liabilities held for sale


29.2



30.9Total current liabilities


1,008.2



1,014.8Long-term debt


2,120.3



2,135.4Other long-term liabilities


1,045.5



983.0Liabilities held for sale


8.2



8.2Total liabilities


4,182.2



4,141.4Commitments and contingenciesStockholders equity:Preferred stock ($0.01 par
    value; 15,000,000 shares authorized; none outstanding)






Common stock ($0.01 par
    value; 500,000,000 shares authorized; 124,671,306 and
    123,656,538 shares issued; 124,416,783 and
    123,401,563 shares outstanding at June 30, 2006 and
    December 31, 2005, respectively)


1.2



1.2Capital in excess of par value


4,267.7



4,191.9Retained earnings


354.2



129.0Accumulated other comprehensive
    income (loss)


106.9



(13.8
)Treasury stock, at cost
    (254,523 shares at June 30, 2006 and
    254,975 shares at December 31, 2005)


(4.0
)


(4.0
)Total stockholders equity


4,726.0



4,304.3Total liabilities and
    stockholders equity

$
8,908.2


$
8,445.7    3




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
 CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

(Unaudited) Six Months EndedJune 30,2006


2005Cash flows from operating
    activities:Net income

$
225.2


$
178.4Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation


63.5



60.6Amortization of intangible assets


33.0



24.8Amortization, other


8.5



8.2Redemption premiums and deferred
    financing fees






37.3Write off of debt premium






(6.0
)Stock-based compensation expense


26.1



Deferred income taxes


12.2



27.6Restructuring expense






1.1Other noncash items


(0.9
)


Gain on sale of business and
    investments






(25.5
)Loss on sale of property and
    impairment of property, plant and equipment


3.3



7.1Changes in working capitalAccounts receivable, net


(53.8
)


(74.9
)Inventories


(35.6
)


(5.6
)Other current assets


1.2



(5.1
)Accounts payable


3.3



18.1Accrued and other current
    liabilities


(15.0
)


(24.9
)Other assets and liabilities


(23.6
)


(3.1
)Cash provided by operating
    activities


247.4



218.1Cash flows from investing
    activities:Acquisitions, net of cash acquired


(441.7
)


(5.8
)Capital expenditures


(79.5
)


(72.4
)Proceeds from sale of a business






109.5Proceeds from sale of property,
    plant and equipment






8.6Other


(17.3
)


(1.0
)Cash (used in) provided by
    investing activities


(538.5
)


38.9Cash flows from financing
    activities:Proceeds from stock options
    exercised and stock purchase plan


38.0



98.6Tax benefit of stock options


24.0



Debt payments


(52.5
)


(319.7
)Proceeds from revolving credit
    facility


594.5



51.6Revolving credit facility payments


(588.5
)


(51.6
)Debt redemption premium and other
    costs






(32.6
)Deferred financing costs






(0.4
)Cash (used in) provided by
    financing activities


15.5



(254.1
)Effect of exchange rate changes on
    cash and cash equivalents


20.9



(10.2
)Net change in cash and cash
    equivalents


(254.7
)


(7.3
)Cash and cash
    equivalents  beginning of period


407.2



162.5Cash and cash
    equivalents  end of period

$
152.5


$
155.2    4




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
 CONSOLIDATED
    STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

(In millions, except share data)

(Unaudited) Shares to





AccumulatedCapital in


Shares


be





Other


Treasury Stock,Common Stock


Excess of


Deposited


Distributed


Retained


Comprehensive


at CostShares


Amount


Par Value


in Trust


from Trust


Earnings


Income (Loss)


Shares


Amount


TotalBalance at January 1, 2006


123,656,538


$
1.2


$
4,191.9


$
(16.9
)

$
16.9


$
129.0


$
(13.8
)


254,975


$
(4.0
)

$
4,304.3Net income






















225.2















225.2Foreign currency translation
    adjustment


























121.8











121.8Unrealized investment losses, net
    of tax


























(1.3
)










(1.3
)Unrealized gain on cash flow
    hedges, net of tax


























0.2











0.2Proceeds from stock options and
    other


1,014,316







38.0



























38.0Tax benefit from stock options










11.7



























11.7Stock-based compensation expense










26.1



























26.1Trust activity


452











1.3



(1.3
)










(452
)






Balance at June 30, 2006


124,671,306


$
1.2


$
4,267.7


$
(15.6
)

$
15.6


$
354.2


$
106.9



254,523


$
(4.0
)

$
4,726.0    5




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 (Unaudited)
  Note 1 
    Nature of Operations
    Scientific products and services segment and/or
  Healthcare products and services segment
  Form S-4,
     6




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##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 2 
    Basis of Presentation
  Form 8-K
       7




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3 
    Stock-Based
    Compensation  Summary
    of stock-based compensation plans
        10-year and/or
   8




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Change
    in accounting for stock-based compensation plans
      Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2006Cost of sales

$
0.1


$
0.2Selling, general and administrative


11.7



25.9Stock-based compensation expense
    before tax


11.8



26.1Less: income tax benefit


(4.2
)


(9.3
)Net stock-based compensation
    expense

$
7.6


$
16.8     Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2006Income from continuing operations
    before income taxes

$
11.8


$
26.1Income from continuing operations

$
7.6


$
16.8Net income

$
7.6


$
16.8Cash flows from operating
    activities

$
7.6


$
16.8Cash flows from financing
    activities

$
13.8


$
24.0Basic earnings per share

$
0.06


$
0.13Diluted earnings per share

$
0.06


$
0.13  9




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months


Six MonthsEnded


EndedJune 30,


June 30,2005


2005Net income, as reported

$
101.4


$
178.4Add: stock-based employee
    compensation included in net income, net of tax,(a)


1.2



1.7Deduct: stock-based compensation
    expense determined using fair value based method for all awards,
    net of tax


(6.9
)


(11.8
)Net income, pro forma

$
95.7


$
168.3Net income per common shareAs reported:Basic

$
0.84


$
1.48Diluted

$
0.80


$
1.41Pro forma:Basic

$
0.79


$
1.40Diluted

$
0.75


$
1.33     (a)
    
    Stock- based compensation expense for the three and six month
    periods ended June 30, 2005 includes approximately
    $0.7 million of expense associated with the accelerated
    vesting of approximately 42,000 employee options in connection
    with the Companys sale of Atos Medical Holding AB.    2006


2005Expected stock price volatility


34
%


36
%Risk free interest rate


4.9
%


3.9
%Expected life of options


4.7 years



5.0 yearsExpected annual dividends






    10




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock
    Options
    WeightedStock


AverageOptions


Exercise Price(Options in thousands)Outstanding at January 1, 2006


11,469


$
43.01Granted


80



73.73Exercised


(1,007
)


37.16Canceled/expired/forfeited


(222
)


62.70Outstanding at June 30, 2006


10,320


$
43.40Exercisable at June 30, 2006


7,608


$
37.22     Options Outstanding


Options ExercisableWeighted Average


Weighted





Weighted


Weighted AverageNumber


Remaining


Average


Number


Average


RemainingOutstanding


Contractual Life


Exercise


Exercisable


Exercise


Exercisable LifeRange of Exercise Price

(in 000s)


(in Years)


Price


(in 000s)


Price


(in Years)$ 9.00 - $13.00


760



1.6


$
9.50



760


$
9.50



1.613.01 - 17.00


3



2.3



14.16



3



14.16



2.317.01 - 21.00


82



2.6



18.23



82



18.23



2.621.01 - 25.00


797



4.7



23.97



797



23.97



4.725.01 - 29.00


1,462



5.7



28.45



1,462



28.45



5.729.01 - 33.00


602



5.2



30.19



602



30.19



5.233.01 - 37.00


143



2.8



34.87



142



34.87



2.837.01 - 41.00


1,618



2.8



39.19



1,514



39.21



2.541.01 - 45.00


429



5.7



44.40



360



44.41



5.445.01 - 49.00


80



6.8



47.86



77



47.93



6.849.01 - 54.00


65



7.7



53.45



43



53.47



7.754.01 - 59.00


736



8.2



56.72



229



56.29



8.059.01 - 64.00


1,765



8.7



61.29



889



61.33



8.764.01 - 69.00


1,698



9.1



64.59



648



64.60



9.169.01 - 74.00


80



9.8



73.73











10,320











7,608      11




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Restricted Stock


Weighted AverageUnits


Grant-DateNon-Vested Restricted Stock Units

(in 000s)


Fair ValueNon-vested at January 1, 2006


3.0


$
64.48Granted


1,030.6



66.07Forfeited


(21.6
)


65.51Non-vested at June 30, 2006


1,012.0


$
66.07       Note 4 
    Discontinued
    Operations      June 30,


December 31,2006


2005Accounts receivable, net

$
19.9


$
17.6Inventories


16.8



16.6Other current assets


5.0



5.3Total current assets


41.7



39.5Property, plant, and equipment


40.3



43.1Other assets


14.6



16.1Total assets

$
96.6


$
98.7Accounts payable


16.3



21.2Accrued and other current
    liabilities


12.9



9.7Total current liabilities


29.2



30.9Other liabilities


8.2



8.2Total liabilities

$
37.4


$
39.1  12




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Net sales

$
46.6


$
48.2


$
84.0


$
92.6Income (loss) before income taxes


0.9



(0.3
)


(3.8
)


(0.2
)(Provision) benefit for income
    taxes


(0.3
)


0.1



1.4



0.1Income (loss) from discontinued
    operations, net of tax


0.6



(0.2
)


(2.4
)


(0.1
)       Three Months Ended


Six Months EndedJune 30, 2005


June 30, 2005Net sales

$



$
10.4Income (loss) before income taxes


(0.7
)


0.4Provision for income taxes






0.2Income (loss) from discontinued
    operations, net of tax


(0.7
)


0.2   Note 5 
    Business
    Combinations       13




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6 
    Inventories
    June 30,


December 31,2006


2005Raw materials

$
166.3


$
138.1Work in process


70.9



71.7Finished products


411.2



379.2Total

$
648.4


$
589.0   Note 7 
    Goodwill and Other Intangible Assets
      June 30,


December 31,2006


2005Scientific products and services

$
2,841.2


$
2,708.3Healthcare products and services


1,260.4



1,061.5$
4,101.6


$
3,769.8     WeightedAverage


June 30, 2006


December 31, 2005Amortization


Net





NetPeriod


Carrying


Accumulated


Carrying


Accumulated(Years)


Amount


Amortization


Amount


AmortizationCustomer relationships


19.0


$
338.7


$
54.1


$
296.4


$
41.0Non-compete agreements


6.5



2.3



12.3



1.7



12.1Patents and tradenames


14.1



13.6



7.4



13.3



6.3Developed technology


8.6



284.2



55.3



181.3



39.8Supplier arrangements


9.2



15.7



6.0



16.5



4.8Other amortizable intangible assets


13.1



13.4



14.5



24.7



11.1Total other intangible assets
    subject to amortization


13.6


$
667.9


$
149.6


$
533.9


$
115.1Indefinite-lived intangible assets






1,065.4







1,035.2Total other intangible assets





$
1,733.3






$
1,569.1    14




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Year Ended December 31,2006(a)

$
34.32007

$
68.72008

$
73.02009

$
69.02010

$
65.1Thereafter

$
357.8     (a)
    
    Amount represents estimated amortization expense for the
    remaining six months ended December 31, 2006.  Note 8 
    Debt
    June 30,


December 31,2006


2005Revolver

$
6.0


$
Term Facility


367.0



381.22.50% Convertible Senior
    Notes due 2023, convertible at $47.46 per share


300.0



300.0Floating Rate Convertible Senior
    Debentures due 2033, convertible at $59.09 per share


344.6



344.63.25% Convertible Senior
    Subordinated Notes due 2024, convertible at $80.40 per share


330.0



330.063/4% Senior
    Subordinated Notes due 2014


300.0



300.061/8% Senior
    Subordinated Notes due 2015 (includes $2.5 million and
    $2.6 million of unamortized debt discount at June 30,
    2006 and December 31, 2005, respectively)


497.5



497.4Other debt


19.6



56.7Total debt


2,164.7



2,209.9Less: short-term portion


(44.4
)


(74.5
)Total long-term debt

$
2,120.3


$
2,135.4        15




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9 
    Equity      Note 10 
    Employee
    Benefit Plans      Three Months Ended June 30,OtherPostretirementPension Benefits


SERP Benefits


Benefits2006


2005


2006


2005


2006


2005Components of net periodic
    benefit (income) costService cost

$
3.7


$
5.4


$
0.7


$
0.6


$
0.1


$
Interest cost


8.1



7.9



0.9



0.7



0.4



0.4Expected return on plan assets


(9.9
)


(9.7
)














Amortization of unrecognized net
    (gain) loss


0.8



(0.1
)


0.4



0.1



(0.4
)


Amortization of unrecognized prior
    service (benefit) cost






(0.2
)


0.4



0.4



(0.4
)


(0.3
)Recognized net actuarial loss


0.6



0.8















(0.5
)Settlement/curtailment (gain) loss


(1.7
)


1.0







0.1







Net periodic benefit (income) cost

$
1.6


$
5.1


$
2.4


$
1.9


$
(0.3
)

$
(0.4
)   16




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Six Months Ended June 30,OtherPostretirementPension Benefits


SERP Benefits


Benefits2006


2005


2006


2005


2006


2005Components of net periodic
    benefit (income) costService cost

$
8.9


$
10.6


$
1.4


$
1.3


$
0.2


$
0.1Interest cost


16.0



15.6



1.7



1.4



0.8



0.9Expected return on plan assets


(19.7
)


(19.5
)














Amortization of unrecognized net
    (gain) loss


1.7



(0.3
)


0.5



0.3



(0.9
)


Amortization of unrecognized prior
    service (benefit) cost






(0.3
)


0.8



0.8



(0.8
)


(0.7
)Recognized net actuarial (gain)
    loss


1.1



2.0















(0.9
)Settlement/curtailment (gain) loss


(0.6
)


1.4







0.1







Net periodic benefit (income) cost

$
7.4


$
9.5


$
4.4


$
3.9


$
(0.7
)

$
(0.6
)     Note 11 
    Earnings
    Per Share      Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Weighted average common shares
    outstanding used in computing basic net income per common share


124.3



121.0



124.1



120.3Dilutive securities:Stock options, restricted stock
    units and warrants(a)


4.3



4.5



4.1



4.6Convertible notes


3.2



1.5



2.9



1.6Weighted average common shares
    outstanding used in computing diluted net income per common share


131.8



127.0



131.1



126.5Basic net income per common share

$
0.98


$
0.84


$
1.81


$
1.48Diluted net income per common share

$
0.93


$
0.80


$
1.72


$
1.41     (a)
    
    The weighted average number of outstanding antidilutive common
    stock options and warrants excluded from the computation of
    diluted net income per common share for the three and six month
    periods ended June 30, 2006 was 0.3 million and
    1.2 million, respectively, and for the three and six month
    periods ended June 30, 2005 was 1.3 million and
    1.5 million, respectively. 17




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   No. 04-08 No. 90-19
    2.50%


Floating Rate


3.25%Convertible Senior


Convertible Senior


Convertible SeniorNotes


Debentures


Subordinated NotesIssuance amount (in millions)

$
300.0


$
344.6


$
330.0Conversion price per share

$
47.46


$
59.09


$
80.40Trigger price

$
56.96


$
76.82


$
96.48   Total Potential Shares2.50%


Floating Rate


3.25%


PotentialConvertible Senior


Convertible Senior


Convertible Senior


ShareFuture Fisher Common Stock Price

Notes


Debentures


Subordinated Notes


Increase$47.46














$48.46


0.1











0.1$59.09


1.2











1.2$60.09


1.3



0.1







1.4$80.40


2.6



1.5







4.1$81.40


2.6



1.6



0.1



4.3$90.00


3.0



2.0



0.4



5.4   Note 12 
    Restructuring
    Plan Activities   18




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,


2006


2006


June 30,2005


Charges


Payments


20062006 Plans

$



$
3.4


$
(0.3
)

$
3.12004 Plan


5.3



0.7



(3.8
)


2.2Pre 2004 Plans


0.7







(0.3
)


0.4Total restructuring

$
6.0


$
4.1


$
(4.4
)

$
5.7     Note 13 
    Commitments
    and Contingencies      Note 14 
    Segment
    Information   19




---



##### Table of Contents



FISHER
    SCIENTIFIC INTERNATIONAL INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Net Sales:Scientific products and services

$
1,126.0


$
1,030.4


$
2,202.9


$
2,014.2Healthcare products and services


356.4



326.2



709.9



662.9Eliminations


(16.6
)


(13.5
)


(34.6
)


(27.2
)Net Sales

$
1,465.8


$
1,343.1


$
2,878.2


$
2,649.9   Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Operating income:Scientific products and services

$
162.1


$
142.2


$
302.6


$
271.6Healthcare products and services


51.9



41.6



99.5



84.6Eliminations


(0.1
)


0.1



(0.1
)


(0.1
)Segment sub-total


213.9



183.9



402.0



356.1Other charges:Restructuring expense


(3.7
)


(4.9
)


(4.1
)


(13.2
)Acquisition, integration and other
    costs


(21.2
)


(8.0
)


(22.1
)


(19.1
)Equity-based compensation expense


(11.8
)






(26.1
)


Inventory
    step-up


(2.1
)


(3.0
)


(2.3
)


(20.1
)Operating income

$
175.1


$
168.0


$
347.4


$
303.7   step-up step-up
 20




---



##### Table of Contents





FISHER
    SCIENTIFIC INTERNATIONAL INC.




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)






|          |               
|--------- | --------------
|Note 15  | Income
    Tax







|                                                                       |  |                             |       |   |   |  |      |      |  |   |      |   |  |  |      |   
|---------------------------------------------------------------------- |  | --------------------------- | ----- | - | - |  | ---- | ---- |  | - | ---- | - |  |  | ---- | --
|                                                                       |  | Three Months Ended June 30, |      
|                                                                       |  | 2006                        |       |   | % |  |      | 2005 |  |   | %    |  
|                                                                      
|Taxes computed at statutory rate                                       |  | $                           | 51.1  |   |   |  | 35.0 | %    |  | $ | 39.1 |   |  |  | 35.0 | % 
|Foreign tax rate differential and
    foreign losses not tax benefited |  |                             | (13.1 | ) |   |  | (9.0 | )%   |  |   | (9.4 | ) |  |  | (8.4 | )%
|State income taxes, net of federal
    benefit                         |  |                             | 3.2   |   |   |  | 2.2  | %    |  |   | 3.3  |   |  |  | 3.0  | % 
|Export sales benefit                                                   |  |                             | (0.7  | ) |   |  | (0.5 | )%   |  |   | (1.3 | ) |  |  | (1.2 | )%
|Nondeductible permanent items, net                                     |  |                             | 0.4   |   |   |  | 0.2  | %    |  |   | 0.3  |   |  |  | 0.3  | % 
|Foreign tax credits benefited                                          |  |                             | (0.2  | ) |   |  | (0.1 | )%   |  |   |     |   |  |  | 0.0  | % 
|Valuation allowances                                                   |  |                             | (13.3 | ) |   |  | (9.0 | )%   |  |   |     |   |  |  | 0.0  | % 
|Other                                                                  |  |                             | (2.7  | ) |   |  | (1.9 | )%   |  |   | (6.0 | ) |  |  | (5.4 | )%
|                                                                       |  |                             |       |   |   |  |      |      |  |   |      |   |  |  |      |   
|Income tax provision                                                   |  | $                           | 24.7  |   |   |  | 16.9 | %    |  | $ | 26.0 |   |  |  | 23.3 | % 
|                                                                       |  |                             |       |   |   |  |      |      |  |   |      |   |  |  |      |   





|                                                                       |  |                           |       |   |   |  |      |      |  |   |       |   |  |  |      |   
|---------------------------------------------------------------------- |  | ------------------------- | ----- | - | - |  | ---- | ---- |  | - | ----- | - |  |  | ---- | --
|                                                                       |  | Six Months Ended June 30, |      
|                                                                       |  | 2006                      |       |   | % |  |      | 2005 |  |   | %     |  
|                                                                      
|Taxes computed at statutory rate                                       |  | $                         | 102.2 |   |   |  | 35.0 | %    |  | $ | 76.2  |   |  |  | 35.0 | % 
|Foreign tax rate differential and
    foreign losses not tax benefited |  |                           | (25.7 | ) |   |  | (8.8 | )%   |  |   | (18.8 | ) |  |  | (8.6 | )%
|State income taxes, net of federal
    benefit                         |  |                           | 5.9   |   |   |  | 2.0  | %    |  |   | 6.1   |   |  |  | 2.8  | % 
|Export sales benefit                                                   |  |                           | (1.4  | ) |   |  | (0.5 | )%   |  |   | (2.1  | ) |  |  | (1.0 | )%
|Nondeductible permanent items, net                                     |  |                           | 0.8   |   |   |  | 0.3  | %    |  |   | 1.0   |   |  |  | 0.5  | % 
|Foreign tax credits benefited                                          |  |                           | (0.5  | ) |   |  | (0.2 | )%   |  |   |      |   |  |  | 0.0  | % 
|Valuation allowances                                                   |  |                           | (13.3 | ) |   |  | (4.5 | )%   |  |   |      |   |  |  | 0.0  | % 
|Other                                                                  |  |                           | (3.6  | ) |   |  | (1.2 | )%   |  |   | (6.3  | ) |  |  | (2.9 | )%
|                                                                       |  |                           |       |   |   |  |      |      |  |   |       |   |  |  |      |   
|Income tax provision                                                   |  | $                         | 64.4  |   |   |  | 22.1 | %    |  | $ | 56.1  |   |  |  | 25.8 | % 
|                                                                       |  |                           |       |   |   |  |      |      |  |   |       |   |  |  |      |   





|          |                                     
|--------- | ------------------------------------
|Note 16  | Recent
    Accounting Pronouncements





21



---



##### Table of Contents



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



Form 10-Q Form 10-Q Form 8-K




Results
    of Operations




Form S-4,




Executive
    Overview












Sales








|                                 |  |                             |         |   |        |  |      |       |  |   |         |   |  |  |       | 
|-------------------------------- |  | --------------------------- | ------- | - | ------ |  | ---- | ----- |  | - | ------- | - |  |  | ----- | 
|                                 |  | Three Months Ended June 30, |        
|                                 |  | 2006                        |         |   | 2005   | 
|                                 |  | Net                         |         |   | Sales  |  |      | Net   |  |   | Sales   |  
|                                 |  | Sales                       |         |   | Growth |  |      | Sales |  |   | Growth  |  
|                                
|Scientific products and services |  | $                           | 1,126.0 |   |        |  | 9.3% |       |  | $ | 1,030.4 |   |  |  | 30.3% | 
|Healthcare products and services |  |                             | 356.4   |   |        |  | 9.3% |       |  |   | 326.2   |   |  |  | 48.7% | 
|Eliminations                     |  |                             | (16.6   | ) |        |  |      |       |  |   | (13.5   | ) |  |  |       | 
|                                 |  |                             |         |   |        |  |      |       |  |   |         |   |  |  |       | 
|Total                            |  | $                           | 1,465.8 |   |        |  | 9.1% |       |  | $ | 1,343.1 |   |  |  | 33.4% | 
|                                 |  |                             |         |   |        |  |      |       |  |   |         |   |  |  |       | 





22



---



##### Table of Contents



Six Months Ended June 30,2006


2005Net


Sales


Net


SalesSales


Growth


Sales


GrowthScientific products and services

$
2,202.9



9.4%


$
2,014.2



31.4%Healthcare products and services


709.9



7.1%



662.9



48.3%Eliminations


(34.6
)






(27.2
)Total

$
2,878.2



8.6%


$
2,649.9



34.3%   Consolidated.
  Scientific Products and Services.
  Healthcare Products and Services.
 23




---



##### Table of Contents



Operating
    Income








|                                             |  |                             |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|-------------------------------------------- |  | --------------------------- | ----- | - | --------------------- | - | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                                             |  | Three Months Ended June 30, |      
|                                             |  |                             |       |   | Operating Income as a |  
|                                             |  |                             |       |   | Percentage of         |  
|                                             |  | Operating Income            |       |   | Net Sales             |  
|                                             |  | 2006                        |       |   | 2005                  |   |       | 2006 |  |  | 2005  | 
|                                            
|Scientific products and services             |  | $                           | 162.1 |   |                       | $ | 142.2 |      |  |  | 14.4% |  |  |  | 13.8% | 
|Healthcare products and services             |  |                             | 51.9  |   |                       |   | 41.6  |      |  |  | 14.6% |  |  |  | 12.8% | 
|Eliminations                                 |  |                             | (0.1  | ) |                       |   | 0.1   |      |  |  |       |  |  |  |       | 
|                                             |  |                             |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|Sub-total                                    |  |                             | 213.9 |   |                       |   | 183.9 |      |  |  | 14.6% |  |  |  | 13.7% | 
|Other charges:                               |  |                             |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|Restructuring expense                        |  |                             | (3.7  | ) |                       |   | (4.9  | )    |  |  |      |  |  |  |      | 
|Inventory step
    -up                       |  |                             | (2.1  | ) |                       |   | (3.0  | )    |  |  |      |  |  |  |      | 
|Equity based compensation expense            |  |                             | (11.8 | ) |                       |   |      |      |  |  |      |  |  |  |      | 
|Acquisition, integration and other
    costs |  |                             | (21.2 | ) |                       |   | (8.0  | )    |  |  |      |  |  |  |      | 
|                                             |  |                             |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|Operating income                             |  | $                           | 175.1 |   |                       | $ | 168.0 |      |  |  | 11.9% |  |  |  | 12.5% | 
|                                             |  |                             |       |   |                       |   |       |      |  |  |       |  |  |  |       | 





|                                             |  |                           |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|-------------------------------------------- |  | ------------------------- | ----- | - | --------------------- | - | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                                             |  | Six Months Ended June 30, |      
|                                             |  |                           |       |   | Operating Income as a |  
|                                             |  |                           |       |   | Percentage of         |  
|                                             |  | Operating Income          |       |   | Net Sales             |  
|                                             |  | 2006                      |       |   | 2005                  |   |       | 2006 |  |  | 2005  | 
|                                            
|Scientific products and services             |  | $                         | 302.6 |   |                       | $ | 271.6 |      |  |  | 13.7% |  |  |  | 13.5% | 
|Healthcare products and services             |  |                           | 99.5  |   |                       |   | 84.6  |      |  |  | 14.0% |  |  |  | 12.8% | 
|Eliminations                                 |  |                           | (0.1  | ) |                       |   | (0.1  | )    |  |  |       |  |  |  |       | 
|                                             |  |                           |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|Segment sub-total                            |  |                           | 402.0 |   |                       |   | 356.1 |      |  |  | 14.0% |  |  |  | 13.4% | 
|Other charges:                               |  |                           |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|Restructuring expense                        |  |                           | (4.1  | ) |                       |   | (13.2 | )    |  |  |      |  |  |  |      | 
|Inventory
    step-up                        |  |                           | (2.3  | ) |                       |   | (20.1 | )    |  |  |      |  |  |  |      | 
|Equity-based compensation expense            |  |                           | (26.1 | ) |                       |   |      |      |  |  |      |  |  |  |      | 
|Acquisition, integration and other
    costs |  |                           | (22.1 | ) |                       |   | (19.1 | )    |  |  |      |  |  |  |      | 
|                                             |  |                           |       |   |                       |   |       |      |  |  |       |  |  |  |       | 
|Operating income                             |  | $                         | 347.4 |   |                       | $ | 303.7 |      |  |  | 12.1% |  |  |  | 11.5% | 
|                                             |  |                           |       |   |                       |   |       |      |  |  |       |  |  |  |       | 





Consolidated. step-up


24



---



##### Table of Contents



step-up




Scientific Products and Services.




Healthcare Products and Services.




Change in
    accounting for stock-based compensation plans




,








Restructuring
    Plan Activities






25



---



##### Table of Contents



December 31,


2006


2006


June 30,2005


Charges


Payments


20062006 Plans

$



$
3.4


$
(0.3
)

$
3.12004 Plan


5.3



0.7



(3.8
)


2.2Pre 2004 Plans


0.7







(0.3
)


0.4Total restructuring

$
6.0


$
4.1


$
(4.4
)

$
5.7     Discontinued
    Operations
      Interest
    Expense
  1 8 1 8
  Other
    (Income) Expense, net
  1 8
  Income
    Tax Provision
   26




---



##### Table of Contents



Liquidity
    and Capital Resources
      1 8
      Form 8-K
     27




---



##### Table of Contents



Form S-4
  Critical
    Accounting Policies/Estimates
  Form 8-K
  Recent
    Accounting Pronouncements
   28




---



##### Table of Contents



Item 3 
    Quantitative
    and Qualitative Disclosures About Market Risk  Financial
    Instruments
      non-U.S.
  Interest
    Rate Risk and Management
      Currency
    Risk Management
     29




---



##### Table of Contents



Commodity
    Risk Management
      Item 4 
    Controls
    and Procedures  Form 10-Q, Rule 13a-15(e)
 30




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 4 
    Submission
    of Matters to Security Holders      Item 6 
    Exhibits  Exhibit 10.01:
    Addendum to Employment Letter.Exhibit 31.01:
    Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.Exhibit 31.02:
    Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.Exhibit 32.01:
    Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.Exhibit 32.02:
    Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. 31




---



##### Table of Contents



SIGNATURE    Fisher Scientific
    International Inc.
  By:
    /s/  Kevin
    P. Clark    Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer)
   32