##### 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 March 31,
2002

Commission file number: 01-10920



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Fisher Scientific International Inc.

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

|                                                                   |  |                                     
|------------------------------------------------------------------ |  | ------------------------------------
|Delaware                                                           |  | Delaware                            
|(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)                          

Registrants telephone number, including
area code: (603) 926-5911



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

The number of shares of Common Stock outstanding
at May 10, 2002 was 54,541,629.



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TABLE OF CONTENTS



|                                             |                                                                                                 |  |  |  |  |  |  | 
|-------------------------------------------- | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1 -- FINANCIAL INFORMATION             
|Item 1 -- Financial Statements              
|INTRODUCTION TO THE FINANCIAL STATEMENTS    
|                                             | STATEMENT OF OPERATIONS                                                                        
|                                             | BALANCE SHEET                                                                                  
|                                             | STATEMENT OF CASH FLOWS                                                                        
|                                             | STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME                    
|                                             | NOTES TO FINANCIAL STATEMENTS                                                                  
|                                             | Item 2 -- Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                             | Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                           
|PART II -- OTHER INFORMATION                
|                                             | Item 6 -- Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                   
|Ex-3.1 Amend. & Restated Certificate of Inc.
|Ex-4.8 First Supplemental Indenture         



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31,
2002

INDEX

|                                    |  |                                                                                                                         |    |          |    | 
|----------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|                                    |  |                                                                                                                         |    | Page No.
|                                    |  |                                                                                                                         |    |         
|Part I  FINANCIAL
    INFORMATION: |  |                                                                                                                         |    |         
|                                   
|Item 1                             |  | Financial Statements:                                                                                                   |    |          |    | 
|                                    |  | Introduction to the Financial Statements                                                                                |    |          | 2  | 
|                                    |  | Statement of Operations  Three
    Months Ended March 31, 2002 and 2001                                                |    |          | 3  | 
|                                    |  | Balance Sheet  March 31,
    2002 and December 31, 2001                                                                |    |          | 4  | 
|                                    |  | Statement of Cash Flows  Three
    Months Ended March 31, 2002 and 2001                                                |    |          | 5  | 
|                                    |  | Statement of Changes in Stockholders Equity
    and Other Comprehensive Income  Three Months
    Ended March 31, 2002 |    |          | 6  | 
|                                    |  | Notes to Financial Statements                                                                                           |    |          | 7  | 
|                                   
|                                   
|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 6                             |  | Exhibits and Reports on Form 8-K                                                                                        |    |          | 15 | 
|                                   
|SIGNATURE                           |  |                                                                                                                         | 16 |         

1



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.




PART 1  FINANCIAL
INFORMATION




Item 1  Financial
Statements




INTRODUCTION TO THE FINANCIAL
STATEMENTS

The financial statements included herein have
been prepared by Fisher Scientific International Inc.
(Fisher or the Company), without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC). Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations. The
December 31, 2001 balance sheet is the balance sheet
included in the audited financial statements as shown in the
Companys 2001 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, 2001.

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

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


(in millions, except per share data)

(unaudited)


|                                            |         |                    |       |      |  |   |       |       |  
|------------------------------------------- | ------- | ------------------ | ----- | ---- |  | - | ----- | ----- | -
|                                            |         |                   
|                                            |         | Three Months Ended
|                                            |         | March 31,         
|                                            |         |                   
|                                            |         | 2002               |       | 2001
|                                            |         |                    |       |     
|Sales                                       |         | $                  | 775.5 |      |  | $ | 687.0 |      
|Cost of sales                               |         |                    | 570.4 |      |  |   | 512.6 |      
|Selling, general and administrative expense |         |                    | 151.3 |      |  |   | 132.8 |      
|Restructuring and other charges             |         |                    |      |      |  |   | 51.6  |      
|                                            |         |                    |       |      |  |   |       |      
|Income (loss) from operations               |         |                    | 53.8  |      |  |   | (10.0 | )    
|Interest expense                            |         |                    | 23.9  |      |  |   | 26.4  |      
|Other (income) expense, net                 |         |                    | (0.1  | )    |  |   | 0.5   |      
|                                            |         |                    |       |      |  |   |       |      
|Income (loss) before income taxes           |         |                    | 30.0  |      |  |   | (36.9 | )    
|Income tax provision (benefit)              |         |                    | 10.2  |      |  |   | (13.2 | )    
|                                            |         |                    |       |      |  |   |       |      
|Net income (loss)                           |         | $                  | 19.8  |      |  | $ | (23.7 | )    
|                                            |         |                    |       |      |  |   |       |      
|Net income (loss) per common share:         |         |                    |       |      |  |   |       |      
|                                            | Basic   |                    | $     | 0.37 |  |   | $     | (0.59 | )
|                                            |         |                    |       |      |  |   |       |      
|                                            | Diluted |                    | $     | 0.34 |  |   | $     | (0.59 | )
|                                            |         |                    |       |      |  |   |       |      
|Weighted average common shares outstanding: |         |                    |       |      |  |   |       |      
|                                            | Basic   |                    |       | 54.2 |  |   |       | 40.1  |  
|                                            |         |                    |       |      |  |   |       |      
|                                            | Diluted |                    |       | 57.6 |  |   |       | 40.1  |  
|                                            |         |                    |       |      |  |   |       |      

See the accompanying notes to financial
statements.

3



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






BALANCE SHEET


(in millions, except share data)

|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |        |       |         |         | 
|---------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------------------- | ------------------------------------------ | ----- | ------- | ------- | ------ | ----- | ------- | ------- | 
|                                         |                                                                                                                                                                                                                            | March 31,                 |                            | December 31,                              
|                                         |                                                                                                                                                                                                                            | 2002                      |                            | 2001                                      
|                                         |                                                                                                                                                                                                                            |                           |                            |                                           
|                                         |                                                                                                                                                                                                                            | (unaudited)               |                            |                                           
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            | Cash and cash equivalents |                            | $                                          | 63.1  |         |         | $      | 75.1  |        
|                                         |                                                                                                                                                                                                                            | Accounts receivable, net  |                            |                                            | 364.3 |         |         |        | 332.0 |        
|                                         |                                                                                                                                                                                                                            | Inventories               |                            |                                            | 267.2 |         |         |        | 261.4 |        
|                                         |                                                                                                                                                                                                                            | Other current assets      |                            |                                            | 89.3  |         |         |        | 89.3  |        
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            |                           | Total current assets       |                                            |       | 783.9   |         |        |       | 757.8   |        
|Property, plant and equipment            |                                                                                                                                                                                                                            |                           | 316.5                      |                                            |       |         | 322.1   |       
|Goodwill                                 |                                                                                                                                                                                                                            |                           | 505.8                      |                                            |       |         | 507.4   |       
|Other assets                             |                                                                                                                                                                                                                            |                           | 248.2                      |                                            |       |         | 251.9   |       
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            |                           |                            | Total assets                               |       | $       | 1,854.4 |        |       | $       | 1,839.2 | 
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         | Short-term debt                                                                                                                                                                                                            |                           | $                          | 71.8                                       |       |         | $       | 75.7   |      
|                                         | Accounts payable                                                                                                                                                                                                           |                           |                            | 351.4                                      |       |         |         | 336.1  |      
|                                         | Accrued and other current liabilities                                                                                                                                                                                      |                           |                            | 216.2                                      |       |         |         | 225.9  |      
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            |                           | Total current liabilities  |                                            |       | 639.4   |         |        |       | 637.7   |        
|Long-term debt                           |                                                                                                                                                                                                                            |                           | 954.1                      |                                            |       |         | 956.1   |       
|Other liabilities                        |                                                                                                                                                                                                                            |                           | 215.5                      |                                            |       |         | 222.1   |       
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            |                           | Total liabilities          |                                            |       | 1,809.0 |         |        |       | 1,815.9 |        
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|Commitments and contingencies            |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|Stockholders equity:                    |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         | Preferred stock ($0.01 par value; 15,000,000
    shares authorized; none outstanding)                                                                                                                                      |                           |                            |                                           |       |         |         |       |      
|                                         | Common stock ($0.01 par value; 500,000,000 shares
    authorized; 54,258,255 and 54,194,484 shares issued; and
    54,221,649 and 54,157,878 shares outstanding at March 31,
    2002 and December 31, 2001, respectively) |                           |                            | 0.5                                        |       |         |         | 0.5    |      
|                                         | Capital in excess of par value                                                                                                                                                                                             |                           |                            | 668.8                                      |       |         |         | 661.1  |      
|                                         | Accumulated deficit                                                                                                                                                                                                        |                           |                            | (535.7                                     | )     |         |         | (555.5 | )    
|                                         | Accumulated other comprehensive loss                                                                                                                                                                                       |                           |                            | (87.2                                      | )     |         |         | (81.8  | )    
|                                         | Treasury stock, at cost (36,606 shares at
    March 31, 2002 and December 31, 2001)                                                                                                                                        |                           |                            | (1.0                                       | )     |         |         | (1.0   | )    
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            |                           | Total stockholders equity |                                            |       | 45.4    |         |        |       | 23.3    |        
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       
|                                         |                                                                                                                                                                                                                            |                           |                            | Total liabilities and stockholders equity |       | $       | 1,854.4 |        |       | $       | 1,839.2 | 
|                                         |                                                                                                                                                                                                                            |                           |                            |                                            |       |         |         |       

See the accompanying notes to financial
statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.




STATEMENT OF CASH FLOWS

(in millions)


(unaudited)


|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |       |        |        |  
|---------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ----------------------------------------------- | ---- | ---- | ----- | ----- | ----- | ------ | ------ | -
|                                                                 |                                                                                                    |                                                                          
|                                                                 |                                                                                                    | Three Months Ended                                                       
|                                                                 |                                                                                                    | March 31,                                                                
|                                                                 |                                                                                                    |                                                                          
|                                                                 |                                                                                                    | 2002                                                                      |                                                 | 2001
|                                                                 |                                                                                                    |                                                                           |                                                 |     
|Cash flows from operating activities:                            |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 | Net income (loss)                                                                                  |                                                                           | $                                               | 19.8 |      |       | $     | (23.7 | )     
|                                                                 | Adjustments to reconcile net income
    (loss) to cash provided by (used in) operating activities: |                                                                           |                                                 |      |      |       |       |       |       
|                                                                 |                                                                                                    | Restructuring and other charges, net of cash
    expended                 |                                                 |      |     |       |       |       | 51.4   |       
|                                                                 |                                                                                                    | Depreciation and amortization                                             |                                                 |      | 19.1 |       |       |       | 17.9   |       
|                                                                 |                                                                                                    | Loss on sale of property, plant and equipment and
    write-off of assets |                                                 |      | 0.7  |       |       |       |       |       
|                                                                 |                                                                                                    | Deferred income taxes                                                     |                                                 |      | (0.7 | )     |       |       | (12.0  | )     
|                                                                 |                                                                                                    | Equity in loss of unconsolidated affiliates                               |                                                 |      | 0.5  |       |       |       | 1.3    |       
|                                                                 |                                                                                                    | Changes in working capital, net of effects of
    acquisitions:           |                                                 |      |      |       |       |       |        |       
|                                                                 |                                                                                                    |                                                                           | Accounts receivable, net                        |      |      | (34.7 | )     |       |        | (26.6  | )
|                                                                 |                                                                                                    |                                                                           | Inventories                                     |      |      | (6.5  | )     |       |        | (10.3  | )
|                                                                 |                                                                                                    |                                                                           | Accounts payable                                |      |      | 16.9  |       |       |        | 10.0   |  
|                                                                 |                                                                                                    |                                                                           | Other working capital                           |      |      | (6.8  | )     |       |        | (14.2  | )
|                                                                 |                                                                                                    | Other assets and liabilities                                              |                                                 |      | (7.0 | )     |       |       | (5.4   | )     
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    |                                                                           | Cash provided by (used in) operating activities |      |      | 1.3   |       |       |        | (11.6  | )
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|Cash flows from investing activities:                            |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    | Acquisitions, net of cash acquired                                        |                                                 |      |     |       |       |       | (151.5 | )     
|                                                                 |                                                                                                    | Capital expenditures                                                      |                                                 |      | (8.3 | )     |       |       | (6.0   | )     
|                                                                 |                                                                                                    | Other investing                                                           |                                                 |      | (0.6 | )     |       |       | (8.0   | )     
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    |                                                                           | Cash used in investing activities               |      |      | (8.9  | )     |       |        | (165.5 | )
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|Cash flows from financing activities:                            |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    | Proceeds from stock options exercised                                     |                                                 |      | 1.6  |       |       |       |       |       
|                                                                 |                                                                                                    | Proceeds from accounts receivable securitization,
    net                 |                                                 |      |     |       |       |       | 155.5  |       
|                                                                 |                                                                                                    | Long-term debt payments                                                   |                                                 |      | (3.3 | )     |       |       | (1.3   | )     
|                                                                 |                                                                                                    | Change in short-term debt, net                                            |                                                 |      | (1.9 | )     |       |       | 3.7    |       
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|                                                                 |                                                                                                    |                                                                           | Cash provided by (used in) financing activities |      |      | (3.6  | )     |       |        | 157.9  |  
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                                    |                                                                           | (0.8                                            | )    |      |       | (1.6  | )    
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|Net change in cash and cash equivalents                          |                                                                                                    |                                                                           | (12.0                                           | )    |      |       | (20.8 | )    
|Cash and cash equivalents  beginning
    of period              |                                                                                                    |                                                                           | 75.1                                            |      |      |       | 66.0  |      
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      
|Cash and cash equivalents  end of
    period                    |                                                                                                    | $                                                                         | 63.1                                            |      |      | $     | 45.2  |      
|                                                                 |                                                                                                    |                                                                           |                                                 |      |      |       |       |      

See the accompanying notes to financial
statements.

5



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY


AND OTHER COMPREHENSIVE INCOME


(in millions)

(unaudited)


|                           |                                         |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |      |      | 
|-------------------------- | --------------------------------------- | ------------------------------------- | --- | ---------- |  | --------- | ----- | ----------- |  | ----------- | ----- | ------------- |  | --------- | ---- | ----- | - | ------------- | ------ | ---- |  | - | ----- | ---- | - | - | ---- | - |  | - | ---- | ---- | - |  | - | ---- | ---- | 
|                           |                                         |                                       |     |            |  |           |       | Shares      |  |             |       | Accumulated   |  |           |      |       |   |              
|                           |                                         |                                       |     | Capital in |  | Shares    |       | To Be       |  |             |       | Other         |  | Treasury  |      |       |   | Other        
|                           |                                         | Common                                |     | Excess of  |  | Deposited |       | Distributed |  | Accumulated |       | Comprehensive |  | Stock, at |      |       |   | Comprehensive
|                           |                                         | Stock                                 |     | Par Value  |  | in Trust  |       | From Trust  |  | Deficit     |       | Income (Loss) |  | Cost      |      | Total |   | Income       
|                           |                                         |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |              
|Balance at January 1, 2002 |                                         | $                                     | 0.5 |            |  | $         | 661.1 |             |  | $           | (50.6 | )             |  | $         | 50.6 |       |   | $             | (555.5 | )    |  | $ | (81.8 | )    |   | $ | (1.0 | ) |  | $ | 23.3 |      |   |  |   |     
|                           | Net Income                              |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        | 19.8 |  |   |       |      |   |   |      |   |  |   |      | 19.8 |   |  | $ | 19.8 |     
|                           | Foreign currency translation adjustment |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       | (5.4 | ) |   |      |   |  |   |      | (5.4 | ) |  |   | (5.4 | )   
|                           | Unrealized investment losses            |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       | (0.6 | ) |   |      |   |  |   |      | (0.6 | ) |  |   | (0.6 | )   
|                           | Unrealized gain on cash flow hedges     |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       | 0.6  |   |   |      |   |  |   |      | 0.6  |   |  |   | 0.6  |     
|                           |                                         |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     
|                           |                                         | Subtotal  other comprehensive income |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   | $    | 14.4 | 
|                           |                                         |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     
|                           | Proceeds from stock options             |                                       |     |            |  |           |       | 1.6         |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      | 1.6  |   |  |   |      |     
|                           | Tax benefit from stock options          |                                       |     |            |  |           |       | 6.1         |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      | 6.1  |   |  |   |      |     
|                           | Trust activity                          |                                       |     |            |  |           |       |             |  |             |       | 9.3           |  |           |      | (9.3  | ) |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |      |     
|                           |                                         |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     
|Balance at March 31, 2002  |                                         | $                                     | 0.5 |            |  | $         | 668.8 |             |  | $           | (41.3 | )             |  | $         | 41.3 |       |   | $             | (535.7 | )    |  | $ | (87.2 | )    |   | $ | (1.0 | ) |  | $ | 45.4 |      |   |  |   |     
|                           |                                         |                                       |     |            |  |           |       |             |  |             |       |               |  |           |      |       |   |               |        |      |  |   |       |      |   |   |      |   |  |   |      |      |   |  |   |     

See the accompanying notes to financial
statements.

6



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






NOTES TO FINANCIAL STATEMENTS


(unaudited)


Note 1  Formation and
Background

Fisher Scientific International Inc.
(Fisher or the Company) was incorporated
in September 1991. The Companys operations are conducted
throughout North and South America, Europe, the Far East, the
Middle East and Africa directly or through one or more
subsidiaries, joint ventures, agents or dealers. The Company
reports financial results on the basis of three reportable
segments: domestic distribution, international distribution and
laboratory workstations. The domestic distribution segment
engages in the supply, marketing, service and manufacture of
scientific, clinical, educational, and occupational health and
safety products. Additionally, this segment provides contract
manufacturing and pharmaceutical packaging services. The
international distribution segment engages in the supply,
marketing and service of primarily scientific research products.
The laboratory workstations segment manufactures laboratory
workstations, fume hoods and enclosures for technology and
communication centers.

In February 2002, certain of the Companys
stockholders sold 7.4 million shares of common stock in an
underwritten public offering. The Company did not receive any of
the proceeds from this offering. Currently, Thomas H. Lee
Partners and its affiliates and the members of an investment
group from the Companys recapitalization in 1998 own
approximately 46% of the Companys outstanding common stock.

Note 2  Acquisitions

In November 2001, the Company acquired
Cole-Parmer Instrument Company and its affiliated companies
(Cole-Parmer) for $208.5 million in cash.
Cole-Parmer is a leading worldwide manufacturer and distributor
of specialty technical instruments, appliances, equipment and
supplies. The results of Cole-Parmer have been included in the
domestic distribution segment from the date of acquisition.

The following unaudited pro forma financial
information presents the consolidated results of operations as
if the acquisition had occurred at the beginning of 2001 (in
millions, except per share amounts). The unaudited pro forma
amounts include a financing charge to reflect estimated
borrowing costs that would have been incurred had the
acquisition occurred at the beginning of 2001. The unaudited pro
forma financial information is provided for informational
purposes only and does not purport to be indicative of the
Companys results of operations that would actually have
been achieved had the acquisition been completed for the period
presented, or that may be obtained in the future.

|                           |         |                    |       |       |  
|-------------------------- | ------- | ------------------ | ----- | ----- | -
|                           |         | Three Months Ended
|                           |         | March 31, 2001    
|                           |         |                   
|Sales                      |         | $                  | 733.5 |      
|Net loss                   |         | $                  | (23.6 | )    
|Net loss per common share: |         |                    |       |      
|                           | Basic   |                    | $     | (0.59 | )
|                           | Diluted |                    | $     | (0.59 | )

Note 3  Inventories

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

|                  |       |           |       |              |  |   |       |       | 
|----------------- | ----- | --------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | March 31, |       | December 31,
|                  |       | 2002      |       | 2001        
|                  |       |           |       |             
|Raw materials     |       | $         | 38.3  |              |  | $ | 33.6  |      
|Work in process   |       |           | 9.3   |              |  |   | 11.0  |      
|Finished products |       |           | 219.6 |              |  |   | 216.8 |      
|                  |       |           |       |              |  |   |       |      
|                  | Total |           | $     | 267.2        |  |   | $     | 261.4 | 
|                  |       |           |       |              |  |   |       |      

7



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(unaudited)


Note 4  Other Comprehensive
Income (Loss)

The following is a summary of other comprehensive
income (loss) for the three months ended March 31,
2002 and 2001 (in millions). Other comprehensive income
(loss) components included in stockholders equity
include any changes in equity during a period that are not the
result of transactions with the Companys stockholders.

|                                           |                                   |                 |      |      |  |   |       |       |  
|------------------------------------------ | --------------------------------- | --------------- | ---- | ---- |  | - | ----- | ----- | -
|                                           |                                   |                
|                                           |                                   | Three Months   
|                                           |                                   | Ended March 31,
|                                           |                                   |                
|                                           |                                   | 2002            |      | 2001
|                                           |                                   |                 |      |     
|Net income (loss)                          |                                   | $               | 19.8 |      |  | $ | (23.7 | )    
|Foreign currency translation adjustment    |                                   |                 | (5.4 | )    |  |   | (16.2 | )    
|Unrealized investment losses               |                                   |                 | (0.6 | )    |  |   | (0.9  | )    
|Unrealized gain (loss) on cash flow hedges |                                   |                 | 0.6  |      |  |   | (3.3  | )    
|                                           |                                   |                 |      |      |  |   |       |      
|                                           | Other comprehensive income (loss) |                 | $    | 14.4 |  |   | $     | (44.1 | )
|                                           |                                   |                 |      |      |  |   |       |      

Note 5  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 months ended March 31, 2002 and 2001 (in
millions):

|                                                                                                            |  |              |      |      |  |  |      | 
|----------------------------------------------------------------------------------------------------------- |  | ------------ | ---- | ---- |  |  | ---- | 
|                                                                                                            |  |             
|                                                                                                            |  | Three Months
|                                                                                                            |  | Ended March 
|                                                                                                            |  | 31,         
|                                                                                                            |  |             
|                                                                                                            |  | 2002         |      | 2001
|                                                                                                            |  |              |      |     
|Weighted average shares of common stock
    outstanding used in the computation of basic earnings per share |  |              | 54.2 |      |  |  | 40.1 | 
|Common stock equivalents (a)                                                                                |  |              | 3.4  |      |  |  |     | 
|                                                                                                            |  |              |      |      |  |  |      | 
|Shares used in the computation of diluted
    earnings per share                                            |  |              | 57.6 |      |  |  | 40.1 | 
|                                                                                                            |  |              |      |      |  |  |      | 



---



| | 
| | 
| | 



|    |                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The amount of outstanding antidilutive common
    stock options and warrants excluded from the computation of
    diluted earnings per share for the three months ended
    March 31, 2002 and 2001 was 1.4 million and
    7.4 million, respectively.

Note 6  Restructuring and
Other Charges

During 2001, the Company implemented two
restructuring plans focused on integration of the Companys
international operations and recent acquisitions and
streamlining aimed at improving domestic operations (the
2001 Plan). As a result of these actions, the
Company recorded restructuring charges totaling
$27.0 million consisting of $18.1 million recorded in
the first quarter of 2001 and $8.9 million recorded in the
fourth quarter of 2001.

The following table summarizes the recorded
accruals and activity related to the 2001 Plan for the three
months ended March 31, 2002 (in millions):

|                                |  |             |     |       |  |       |     |  |  |   |      | 
|------------------------------- |  | ----------- | --- | ----- |  | ----- | --- |  |  | - | ---- | 
|                                |  |             |     | Other |  |      
|                                |  | Employee    |     | Exit  |  |      
|                                |  | Separations |     | Costs |  | Total
|                                |  |             |     |       |  |      
|Balance as of December 31, 2001 |  | $           | 9.6 |       |  | $     | 3.8 |  |  | $ | 13.4 | 
|Less cash payments              |  |             | 2.3 |       |  |       | 1.1 |  |  |   | 3.4  | 
|                                |  |             |     |       |  |       |     |  |  |   |      | 
|Balance as of March 31, 2002    |  | $           | 7.3 |       |  | $     | 2.7 |  |  | $ | 10.0 | 
|                                |  |             |     |       |  |       |     |  |  |   |      | 

8



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(unaudited)


Note 7  Segment
Information

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

Selected reportable segment financial information
for the three months ended March 31, 2002 and 2001 is shown
below (in millions):

|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |       |  
|---------------------------------- | ----------------- | ----- | ----- | --------------- |  | ---- | ----- | ----- |  | - | ---- | ---- |  | - | ----- | ----- | -
|                                   |                   |       |       |                 |  |     
|                                   |                   |       |       | Income (Loss)  
|                                   |                   | Sales |       | from Operations
|                                   |                   |       |       |                
|                                   |                   | 2002  |       | 2001            |  | 2002 |       | 2001 
|                                   |                   |       |       |                 |  |      |       |      
|Domestic distribution              |                   | $     | 670.3 |                 |  | $    | 573.5 |       |  | $ | 47.4 |      |  | $ | 39.9  |      
|International distribution         |                   |       | 107.8 |                 |  |      | 110.6 |       |  |   | 4.8  |      |  |   | 5.1   |      
|Laboratory workstations            |                   |       | 42.6  |                 |  |      | 41.8  |       |  |   | 1.7  |      |  |   | 1.5   |      
|Eliminations                       |                   |       | (45.2 | )               |  |      | (38.9 | )     |  |   | (0.1 | )    |  |   |      |      
|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |      
|                                   | Segment sub-total |       |       | 775.5           |  |      |       | 687.0 |  |   |      | 53.8 |  |   |       | 46.5  |  
|Restructuring and other charges(a) |                   |       |      |                 |  |      |      |       |  |   |     |      |  |   | (51.6 | )    
|Nonrecurring charges(a)            |                   |       |      |                 |  |      |      |       |  |   |     |      |  |   | (1.1  | )    
|Goodwill amortization              |                   |       |      |                 |  |      |      |       |  |   |     |      |  |   | (3.8  | )    
|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |      
|                                   | Total             |       | $     | 775.5           |  |      | $     | 687.0 |  |   | $    | 53.8 |  |   | $     | (10.0 | )
|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |      

Income from operations is revenue less related
costs and direct and allocated expenses. Intercompany sales and
transfers between segments were not material for the three
months ended March 31, 2002 and 2001.



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

Note 8  Recent Accounting
Pronouncements

In accordance with Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142), the Company is
currently performing its evaluation of whether goodwill is
impaired as of January 1, 2002, the effective date of the
statement for the Company. Any transitional impairment loss that
may result 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.

9



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

(unaudited)


In accordance with SFAS 142, the Company
discontinued the amortization of goodwill effective
January 1, 2002. The following is a reconciliation of net
loss, as reported, to net loss and earnings per share for the
three months ended March 31, 2001, excluding goodwill
amortization (in millions except per share amounts):

|                                                                |         |                    |       |       |  
|--------------------------------------------------------------- | ------- | ------------------ | ----- | ----- | -
|                                                                |         | Three Months Ended
|                                                                |         | March 31, 2001    
|                                                                |         |                   
|Net loss, as reported                                           |         | $                  | (23.7 | )    
|Goodwill amortization, net of tax                               |         |                    | 3.3   |      
|                                                                |         |                    |       |      
|Net loss, excluding goodwill amortization                       |         | $                  | (20.4 | )    
|                                                                |         |                    |       |      
|Net loss per common share, excluding goodwill
    amortization: |         |                    |       |      
|                                                                | Basic   |                    | $     | (0.51 | )
|                                                                |         |                    |       |      
|                                                                | Diluted |                    | $     | (0.51 | )
|                                                                |         |                    |       |      

In April 2002 the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections (SFAS
145). SFAS 145 provides that a loss on extinguishment of
debt meet the requirements of APB 30 to be treated as an
extraordinary item in the statement of operations. The Company
has elected to early adopt the provisions of SFAS 145, related
to the rescission of SFAS 4, in the second quarter of 2002.
Accordingly, in connection with the retirement of bank term debt
in April 2002 (see Note 9  Subsequent Event), the Company
has recognized a $3.3 million charge ($2.1 million,
net of tax) for deferred financing costs in other expense, as it
does not meet the requirements for classification as an
extraordinary item in accordance with SFAS 145.

Note 9  Subsequent
Event

On April 24, 2002, the Company issued
$150.0 million of 8 1/8 percent 10-year senior
subordinated notes pursuant to Rule 144A of the Securities
Act of 1933 (the Note Offering). The Company used
the net proceeds of the Note Offering, together with proceeds
from the sale of accounts receivables through its receivables
securitization facility and cash on hand, to retire bank term
debt totaling $211.3 million. As a result of the
refinancing, the Company recorded an $11.7 million charge
in the second quarter, consisting of $7.6 million of
fixed-swap unwind costs and $4.1 million of deferred
financing and other costs associated with the term debt.

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, 2001. 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.

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

On February 12, 2002, certain of our
stockholders sold 7.4 million shares of common stock in an
underwritten public offering. We did not receive any of the
proceeds from this offering. Currently, Thomas H. Lee Partners
and its affiliates and the members of an investment group from
the Companys recapitalization in 1998 own approximately
46% of our outstanding common stock.

On April 24, 2002, we issued
$150.0 million of 8 1/8 percent 10-year senior
subordinated notes pursuant to Rule 144A of the Securities
Act of 1933 (the Note Offering). We used the net
proceeds of the Note Offering, together with proceeds from the
sale of accounts receivables through our receivables
securitization facility and cash on hand, to retire bank term
debt totaling $211.3 million. As a result of the
refinancing, we recorded an $11.7 million charge in the
second quarter consisting of $7.6 million of fixed-swap
unwind costs and $4.1 million of deferred financing and
other costs associated with the term debt. Excluding these
charges we expect to realize savings of approximately
$3.0 million in 2002 interest expense.

Results of Operations

The following table sets forth our sales and
income (loss) from operations by reportable segment for the
three months ended March 31, 2002 and 2001 (in millions):

|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |       |  
|---------------------------------- | ----------------- | ----- | ----- | --------------- |  | ---- | ----- | ----- |  | - | ---- | ---- |  | - | ----- | ----- | -
|                                   |                   |       |       |                 |  |     
|                                   |                   |       |       | Income (Loss)  
|                                   |                   | Sales |       | from Operations
|                                   |                   |       |       |                
|                                   |                   | 2002  |       | 2001            |  | 2002 |       | 2001 
|                                   |                   |       |       |                 |  |      |       |      
|Domestic distribution              |                   | $     | 670.3 |                 |  | $    | 573.5 |       |  | $ | 47.4 |      |  | $ | 39.9  |      
|International distribution         |                   |       | 107.8 |                 |  |      | 110.6 |       |  |   | 4.8  |      |  |   | 5.1   |      
|Laboratory workstations            |                   |       | 42.6  |                 |  |      | 41.8  |       |  |   | 1.7  |      |  |   | 1.5   |      
|Eliminations                       |                   |       | (45.2 | )               |  |      | (38.9 | )     |  |   | (0.1 | )    |  |   |      |      
|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |      
|                                   | Segment sub-total |       |       | 775.5           |  |      |       | 687.0 |  |   |      | 53.8 |  |   |       | 46.5  |  
|Restructuring and other charges(a) |                   |       |      |                 |  |      |      |       |  |   |     |      |  |   | (51.6 | )    
|Nonrecurring charges(a)            |                   |       |      |                 |  |      |      |       |  |   |     |      |  |   | (1.1  | )    
|Goodwill amortization              |                   |       |      |                 |  |      |      |       |  |   |     |      |  |   | (3.8  | )    
|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |      
|                                   | Total             |       | $     | 775.5           |  |      | $     | 687.0 |  |   | $    | 53.8 |  |   | $     | (10.0 | )
|                                   |                   |       |       |                 |  |      |       |       |  |   |      |      |  |   |       |      



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

11



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##### Table of Contents



Sales

Sales for the three months ended March 31,
2002 increased 12.9% to $775.5 million from $687.0 million
for the comparable period in 2001. We are encouraged by solid
sales growth in the research and healthcare markets of our
domestic distribution segment which is driven by the consumable
nature of our product portfolio in those markets, offset by
slower growth in our laboratory workstations and international
distribution segments. Excluding the impact of foreign exchange,
we expect sales growth to range between 11.0% to 12.0% for 2002,
reflecting growth in our base business and the impact of
acquisitions completed in 2001.

Sales in the domestic distribution segment
increased 16.9% to $670.3 million for the three months ended
March 31, 2002 from $573.5 million a year ago. We are
forecasting domestic distribution sales growth to range between
13.0% to 14.0% for 2002, reflecting growth in our base business
and the impact of acquisitions completed in 2001.

Sales in the international distribution segment
decreased 2.5% to $107.8 million for the three months ended
March 31, 2002 from $110.6 million a year ago.
Excluding the impact of foreign exchange, sales increased 1.1%
for the current quarter reflecting the expected disruption
associated with the fourth quarter 2001 restructuring plan. We
expect international distribution growth to range between 3.5%
to 4.0% for 2002, excluding the impact of foreign exchange.

Sales in the laboratory workstations segment
increased 1.9% to $42.6 million for the three months ended
March 31, 2002 from $41.8 million a year ago. Although
our backlog remains at near-record levels at
$109.1 million, we are cautious regarding this
segments forecasted revenue growth due to the economic
uncertainty and possible slowdown in pharmaceutical capital
spending. Full year sales growth in this segment is forecasted
between 2.5% to 3.0% for 2002.

Gross Profit

Gross profit for the three months ended
March 31, 2002 increased 17.6% to $205.1 million or
26.4% of sales from $174.4 million or 25.4% of sales for
the comparable period in 2001. Gross profit was reduced by
$1.1 million during the 2001 quarter for inventory
write-offs related to our restructuring plan executed during
that quarter. The full amount of the write-off was related to
our domestic distribution segment. The increase in gross profit
as a percentage of sales was attributable to our acquisitions
completed in 2001, primarily Cole-Parmer. We expect gross profit
as a percentage of sales to remain consistent with our first
quarter level.

Selling, General and
Administrative Expense

Selling, general and administrative expense for
the three months ended March 31, 2002 increased 13.9% to
$151.3 million or 19.5% of sales from $132.8 million or
19.3% of sales for the corresponding period in 2001. Excluding
goodwill amortization of $3.8 million, selling, general and
administrative expense for the three months ended March 31,
2001 was $129.0 million or 18.8% of sales. Domestic
distribution, international distribution and laboratory
workstations segments accounted for $1.6 million,
$1.2 million and $1.0 million of goodwill amortization
recorded in the period a year ago, respectively. The increase in
selling, general and administrative expense as a percentage of
sales was attributable to acquisitions completed in 2001,
primarily Cole-Parmer, partially offset by improvements in our
base business. We anticipate selling, general and administrative
expense as a percentage of sales to show improvement over our
first quarter levels due to higher sales volumes and the
resulting fixed cost leverage.

Restructuring and Other
Charges

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

12



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##### Table of Contents



Income from Operations

Income from operations for the three months ended
March 31, 2002 increased to $53.8 million, or 6.9% of
sales, from a loss of $10.0 million a year ago. Excluding
restructuring and other nonrecurring charges of
$52.7 million and goodwill amortization of
$3.8 million, both as discussed above, income from
operations was $46.5 million or 6.8% of sales in the 2001
quarter. The increase in income from operations as a percentage
of sales was primarily attributable to our acquisitions
completed in 2001, as well improvements in our base business.

Income from operations in the domestic
distribution segment increased 18.8% to $47.4 million, or
7.1% of segment sales for the three months ended March 31,
2002, from $39.9 million, or 7.0% of segment sales, a year
ago. The increase in income from operations as a percentage of
sales for the domestic distribution segment was attributable to
acquisitions completed during 2001 as well as improvements in
our base business. We expect income from operations as a
percentage of segment sales to range between 7.7% to 7.9% for
2002.

Approximately 60% of our product deliveries in
the United States are through United Parcel Service
(UPS). The collective bargaining agreement between
UPS and its delivery employees expires on July 31, 2002.
Although we have implemented plans to mitigate its possible
effects, if UPS experiences a major work stoppage or slowdown,
it would have a material adverse impact on our results of
operations and cash flows. These effects have not been reflected
in our forecasts.

Income from operations in the international
distribution segment decreased 5.9% to $4.8 million, or
4.5% of segment sales, for the three months ended March 31,
2002 from $5.1 million, or 4.6% of segment sales, a year
ago. As expected, right-sizing in selected international
locations and organizational realignment, focused on chemical
and life science markets, had a temporary adverse impact on
sales growth and a corresponding negative impact on operating
margins. We expect income from operations as a percentage of
segment sales to range between 4.6% to 4.9% for 2002.

Income from operations in the laboratory
workstations segment increased 13.3% to $1.7 million, or
4.0% of segment sales, for the three months ended March 31,
2002 from $1.5 million, or 3.6% of segment sales, a year
ago. Operating income in the laboratory workstations segment
increased primarily due improved manufacturing efficiencies. We
expect income from operations as a percentage of segment sales
to range between 5.3% to 5.6% for 2002, as we continue to focus
on manufacturing efficiencies.

Interest Expense

Interest expense decreased $2.5 million to
$23.9 million for the quarter ended March 31, 2002
from $26.4 million a year ago. The reduction in 2002
interest expense is primarily due to a decrease in the amount of
receivables sold through our receivables securitization
facility, which was used to finance acquisitions in the first
quarter of 2001, primarily Fisher Clinical Services. As a result
of the Note Offering and repayment of bank term debt in April
2002, we are forecasting interest expense of approximately
$93 million to $94 million for 2002.

Other (Income) Expense,
net

Other income for the three months ended
March 31, 2002 was $0.1 million compared to
$0.5 million of expense a year ago. The increase in other
income is primarily a result of a reduction in equity losses.

In connection with our Note Offering, we recorded
a charge in other expense in the second quarter of 2002 of
$11.7 million ($7.4 million, net of tax) consisting of
$7.6 million of fixed-swap unwind costs and
$4.1 million of deferred financing and other costs
associated with the bank term debt.

Income Tax
Provision

We recorded an income tax provision of
$10.2 million for the three months ended March 31,
2002 compared with a $13.2 million income tax benefit for
the corresponding period in 2001. The effective income tax rate
for the three month period ended March 31, 2002 was 34%
compared with 40% for the corresponding period in 2001 excluding
restructuring and nonrecurring charges. Approximately three
percentage points of the improvement in the tax rate are due to
recently implemented tax planning strategies and the other three
percentage points are due to the elimination of non-deductible
goodwill amortization. We continue to evaluate tax planning
strategies which, if implemented, could have a favorable impact
on our 2002 effective tax rate.

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Liquidity and Capital Resources

During the three months ended March 31,
2002, cash generated from operating activities was
$1.3 million compared with an $11.6 million use of
cash for the same period in 2001. The increase in cash provided
by operating activities is primarily due to an increase in net
income and continued improvements in working capital management.
We expect cash flow from operations to be $120.0 million to
$130.0 million for 2002 reflecting an anticipated
investment in working capital due to forecasted growth in our
business along with additional cash outflow for the continued
integration of Cole-Parmer and the completion of the
restructuring plans implemented in 2001.

During the three months ended March 31,
2002, we used $8.9 million of cash for investing activities
compared with $165.5 million for the same period in 2001.
The change in cash used for investing activities is attributable
to a decrease in acquisition spending. We expect to invest
between $55.0 million to $65.0 million in capital
expenditures for 2002, reflecting continued facility
consolidations and increased investments in our chemicals
manufacturing and pharmaceutical services. We intend to continue
pursuing acquisitions of complementary business that will
enhance our growth and profitability. We currently have no
commitments, understanding or arrangements relating to any
additional acquisitions.

During the three months ended March 31,
2002, financing activities used $3.6 million of cash
compared with providing $157.9 million of cash for the same
period in 2001. A year ago we sold $155.5 million of
accounts receivable through our receivables securitization
facility to finance acquisitions, primarily Fisher Clinical
Services. On April 24, 2002, we issued $150.0 million
of 8 1/8 percent 10-year senior subordinated notes. We used
the net proceeds of the Note Offering, together with proceeds
from the sale of accounts receivables through our receivables
securitization facility and cash on hand, to retire bank term
debt totaling $211.3 million.

At March 31, 2002 we had $127.9 million
of available borrowing capacity under our revolving credit
facility, net of $47.1 million of letters of credit
outstanding, primarily representing guarantees issued to local
banks in support of borrowings by our foreign subsidiaries. The
full amount of our receivables securitization facility was
available at March 31, 2002.

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

Recent Accounting Pronouncements

In accordance with Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142), we are currently
performing our evaluation of whether goodwill is impaired as of
January 1, 2002, the effective date of the statement for
the Company. Any transitional impairment loss that may result
from the adoption of SFAS 142 will be recognized as a cumulative
effect of a change in accounting principle in our statement of
operations. We have adopted all other provisions of this
statement.

In April 2002, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections (SFAS
145). SFAS 145 provides that a loss on extinguishment of
debt meet the requirements of APB 30 to be treated as an
extraordinary item in the statement of operations. We have
elected to early adopt the provisions of SFAS 145, related to
the rescission of SFAS 4, in the second quarter of 2002.
Accordingly, in connection with our retirement of bank term debt
in April 2002, we have recognized a $3.3 million charge
($2.1 million, net of tax) for deferred financing costs in
other expense, as it does not meet the requirements for
classification as an extraordinary item in accordance with SFAS
145.

Critical Accounting Policies

The discussion and analysis of our financial
condition and results of operations are based on our
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial
statements requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including
those related to product returns, bad debts, inventory

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obsolescence, investments, intangible assets,
income taxes, warranty obligations, restructuring costs,
retirement and insurance costs, and contingencies and
litigation. Those estimates and assumptions are based on our
historical experience, our observance of trends in the industry,
and various other factors that are believed to be reasonable
under the circumstances; the results of which form the basis for
making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different
assumptions or conditions.





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 6  Exhibits and
Reports on Form 8-K



| |     |          
| | --- | ---------
| | (a) | Exhibits:

|    |  |                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Amended and Restated Certificate of Incorporation
    of the Company, as amended                                                                                                            
|4.8 |  | First Supplemental Indenture dated as of November
    20, 1998 between Fisher and State Street Bank and Trust Company,
    as Trustee, relating to the 9% Senior Subordinated Notes due 2008

(b) Reports on Form 8-K:



| |  |                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company filed a current report on
    Form 8-K/A, dated January 11, 2002, to amend
    Form 8-K filed by the Company November 13, 2001, to
    include financial statements and exhibits required by
    Item 7.
|
| |  | The Company filed a current report on
    Form 8-K, dated February 5, 2002, announcing the
    financial results for the quarter and year ended
    December 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: May 15, 2002

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