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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K

|           |  |                                                                                                             
|---------- |  | ------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
	15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934                      
|          
|           |  | For the fiscal year ended December 31,
	2001                                                                
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
	15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
	REQUIRED)
|           |  | For the transition period
	from           to                                                                

Commission File Number 1-10920.



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Fisher Scientific International Inc.

(Exact name of registrant as specified in its
charter)


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

Registrants telephone number, including
area code:

(603) 926-5911


Securities registered pursuant to
Section 12(b) of the Act:

|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|Title of each class                    |  | Name of each exchange on which registered
|                                       |  |                                          
|Common Stock, par value $.01 per share |  | New York Stock Exchange                  

Securities registered pursuant to
Section 12(g) of the Act:

None




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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

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this
Form 10-K.     þ

The aggregate market value of the voting stock
held by non-affiliates of the registrant as of March 22,
2002 was approximately $745,472,000.

The number of shares of Common Stock outstanding,
including 3,207,809 shares of non-voting Common Stock, as
of March 22, 2002 was 54,233,649.

Documents Incorporated by
Reference:The registrants Proxy
Statement for the Annual Meeting of Stockholders to be held
May 8, 2002 is incorporated by reference into Part III.



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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                                                              |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I                                            
|                                                   | Item 1. Business                                                                             
|                                                   | Item 2. Properties                                                                           
|                                                   | Item 3. Legal Proceedings                                                                    
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                           
|                                                   | Item 5. Market For Registrants Common Equity and Related Stockholder Matters                
|                                                   | Item 6. Selected Financial Data                                                              
|                                                   | Item 7. Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                                   | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|                                                   | Item 8. Financial Statements and Supplementary Data                                          
|                                                   |                                                                                               | Index to Financial Statements                                                               
|                                                   |                                                                                               | Independent Auditors Report                                                                
|                                                   |                                                                                               | Statement of Operations                                                                     
|                                                   |                                                                                               | Balance Sheet                                                                               
|                                                   |                                                                                               | Statement of Cash Flows                                                                     
|                                                   |                                                                                               | Statement of Changes in Stockholders Equity (Deficit) and Other Comprehensive Income (Loss)
|                                                   |                                                                                               | Notes to Financial Statements                                                               
|                                                   | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III                                          
|                                                   | Item 10. Directors and Executive Officers of the Registrant                                  
|                                                   | Item 11. Executive Compensation                                                              
|                                                   | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                                   | Item 13. Certain Relationships and Related Transactions                                      
|PART IV                                           
|                                                   | Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K                      
|SCHEDULE II                                       
|SIGNATURES                                        
|EX-10.1 EMPLOYMENT AGREEMENT WITH PAUL M. MONTRONE
|EX-10.2 EMPLOYMENT AGREEMENT WITH PAUL M. MEISTER 
|EX-21.1 SUBSIDIARIES OF THE REGISTRANT            
|EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP          



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PART I




Item 1.     Business

Introduction

We are the world leader in serving science. We
offer more than 600,000 products and services to more than
350,000 customers located in approximately 145 countries. As a
result of our broad product offering, integrated global
logistics network and electronic commerce capabilities, we serve
as a one-stop source of products, services and global solutions
for many of our customers.

Our products include scientific instruments and
equipment, clinical consumables, diagnostic reagents, safety and
clean-room supplies, laboratory equipment and workstations. We
offer both proprietary products and products that we source from
more than 6,000 vendors. Our proprietary products consist of
self-manufactured products, Fisher branded products and products
for which we serve as the exclusive distributor. We generate
approximately 80% of our revenues from the sale of consumable
products.

We offer a range of services, such as third-party
procurement, contract manufacturing, pharmaceutical packaging
for clinical trials and laboratory-instrument calibration and
repair. Our broad offering of products and services enables us
to effectively serve a diverse range of customers. Through
acquisitions of a pharmaceutical packaging services business and
diagnostic manufacturing businesses, we have expanded our
outsourcing capabilities to offer a more comprehensive suite of
services and leverage our brand recognition in the
pharmaceutical, biotechnology and healthcare industries. In
addition, through our acquisition of Cole-Parmer Instrument
Company and its affiliated companies, which we refer to
collectively as Cole-Parmer, we have enhanced our offerings of
specialty technical products, including products manufactured by
Cole-Parmer and other proprietary products.

We have assembled an integrated global logistics
network through which we service our customers. This network,
together with our order entry and inventory management systems,
allows us to deliver products and provide services on a rapid
basis worldwide. We make over 25,000 shipments each day. In the
United States, we ship approximately 95% of all orders within 24
hours of the customer placing the order.

We were founded in 1902 and trace our roots back
to 1851. Through organic growth and acquisitions we have
established ourselves as the world leader in serving science. In
January 1998, our management and an investment group including
partnerships affiliated with Thomas H. Lee Partners, L.P.
purchased 87% of our common stock in a leveraged
recapitalization. In May 2001, we sold 12.8 million shares
of common stock in an underwritten public offering.

In February 2002, certain of our stockholders
sold 7.4 million shares of common stock in an underwritten
public offering. We did not receive any of the proceeds from
this offering. Currently, Thomas H. Lee Partners and its
affiliates and the members of the investment group own
approximately 46% of our outstanding common stock, management of
the Company owns 5% and the public owns 49%.

The Industry

We report financial results on the basis of three
business segments: domestic distribution, international
distribution and laboratory workstations. The domestic
distribution segment engages in the sale and distribution of
products and services in the life-science research supply
market, clinical laboratory supply market and industrial safety
supply market. Our international distribution and laboratory
workstations segments engage in the sale and distribution of
products and services primarily in the life-science research
supply market.

Life-Science Research.The life-science-research supply
market consists primarily of the manufacture, sourcing and
distribution of a wide range of scientific instruments,
equipment, chemicals and other supplies, to a wide range of
pharmaceutical, biotechnology and educational customers. We
estimate that sales to the United States scientific research
market totaled approximately $7.5 billion in 2000 and that
those sales are growing at an average annual rate of 6% to 8%.
We believe that the following recent developments suggest

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continued growth in overall research investment
by pharmaceutical, biotechnology and medical technology
companies:




| |   |                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Advances in the field of
	genomics.The mapping of the human
	genome by the Human Genome Project and its private counterparts
	coupled with rapid developments in the field of proteomics to
	elucidate the function of proteins and their role in diseases is
	generating significant life science laboratory activity directed
	at discovering new medicines and biological agents.
|
| |  | Increasing number of prescription drugs in
	development worldwide.The number of
	prescription drugs in the worldwide development pipeline
	increased by 49% from approximately 5,500 in 1995 to
	approximately 8,200 in 2000.                                                                                                                                                       

Clinical Laboratory.The clinical laboratory supply
market consists primarily of the manufacture, sourcing and
distribution of a broad range of scientific instruments,
equipment, clinical consumables, diagnostic stains and reagents
and other supplies to group purchasing organizations, integrated
delivery networks, independent clinical laboratories, hospital
and physician office laboratories, and other healthcare
providers. The clinical laboratory industry has experienced
significant growth in recent years as a result of increasing
point of care testing and an ever-increasing array of advanced
diagnostic tests and procedures. We estimate that the clinical
testing laboratory market, totals approximately
$8.0 billion per year and will continue to grow over the
next several years due to such factors as the general aging of
the United States population, the development of more advanced
tests for the early detection of disease and increased
occupational drug testing.

Industrial Safety Supply.The industrial safety supply
market consists of the manufacture, sourcing and distribution of
occupational health and safety products. These products include
respiratory protection systems, environmental monitoring and
sampling equipment, personal protection equipment and other
safety and clean room supplies. Typical users of these products
include industrial companies, electronic manufacturers and
pharmaceutical and biotechnology companies. The industrial
safety supply market is a highly fragmented market that we
estimate to be approximately $8.5 billion per year.

Customers

We serve more than 350,000 customers in
approximately 145 countries. Our customers range from nationally
and internationally recognized scientific research, medical and
educational institutions, pharmaceutical, biotechnology and
medical technology companies, member and non-member hospitals of
hospital purchasing organizations and government agencies to
start-up companies. No single customer represented more than 5%
of our total sales for each of the three years ended 2001.

We market our products and services to the
following three principal customer groups:



| |   |                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | laboratories engaged in life-science scientific
	research and testing, including biotechnology, medical
	technology and pharmaceutical companies, research institutions,
	medical schools and universities;
|
| |  | healthcare providers that perform diagnostic
	tests, such as independent clinical laboratories, hospitals and
	physicians laboratories; and                                                               
|
| |  | users of occupational health and safety products
	in manufacturing and other activities.                                                                                                                   

Products and Services

We currently offer more than 600,000 products,
including self-manufactured products and products that we source
from third-party manufacturers. Our products include organic and
inorganic chemicals, diagnostic reagents, active pharmaceutical
intermediaries, laboratory equipment and laboratory
workstations. We constantly seek to expand and refine our
product offerings to provide our customers with a complete array
of products including:



| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | life-science research products, such as
	scientific instruments, equipment, organic and inorganic
	chemicals and other supplies;

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| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | clinical laboratory products, such as scientific
	instruments, equipment, clinical consumables, diagnostic stains
	and reagents and other supplies; and                                               
|
| |  | industrial safety supply products, such as
	personal protection equipment, respiratory protection systems,
	environmental monitoring and sampling equipment and other safety
	and clean room supplies.

Proprietary Products.Our proprietary products consist
of self-manufactured products, Fisher branded products and
products for which we serve as the exclusive distributor.
Proprietary products accounted for approximately 40% of sales in
2001. We sell these products primarily through our domestic and
international distribution segments.

Services and Repair.Our domestic and international
distribution segments offer our customers general laboratory
instrument repair, ISO 9002 scientific certification
services, quality assurance services, equipment services, and
general business solutions. We service all of our
self-manufactured equipment and instrumentation and provide
repair and warranty services for many other manufacturers. In
addition, our broad portfolio of services includes instrument
calibration, instrument certification and integrated services
designed to provide comprehensive instrument coverage,
documentation and facility service management and implementation
of cost savings programs.

Pharmaceutical Outsourcing Services.Through our domestic distribution
segment we provide contract manufacturing services worldwide to
our pharmaceutical and biotechnology customers. These services
include the manufacturing of chemicals and diagnostics according
to customers specifications. In addition, we have expanded
our service offerings to leverage our presence and brand
recognition in the pharmaceutical development and biotechnology
industries by providing specialized packaging, labeling,
distribution and supply-chain management services for
pharmaceutical and biotechnology companies conducting clinical
trials for new medicines and disease therapies.

Laboratory Workstations.We manufacture and distribute
laboratory workstations and fume hoods to companies engaged in
scientific research. We sell our laboratory workstations
primarily through a network of exclusive dealers. Our laboratory
workstation product offering complements our broad consumable
portfolio and enhances our position as a one-stop source for the
laboratory needs of our customers. We also sell enclosures for
technology and communication equipment.

Sales and Marketing

Sales and Customer Service Professionals.We provide customer support
through a worldwide network of more than 3,000 sales and
customer service professionals. Our sales and customer service
professionals consist of account representatives and product/
systems sales specialists who are located worldwide. These sales
and customer service professionals, supported by a scientific
and technical staff, respond to end-user product or application
questions and assist customers with efficient order acquisition.
Many of these sales and customer service professionals have
scientific or medical backgrounds, which enable them to provide
technical assistance to the end users of our products. Because
of the complexity of many of the products that we offer, we
believe that this technical expertise is highly valued by our
customers. These representatives provide the basis for our
market-driven new product and service development program. They
do this by identifying customer needs and based upon this
information, we use our extensive technical expertise to develop
new products or services.

Fisher Catalog.We have been publishing the Fisher
Catalog for 98 years. The Fisher Catalog is a standard
product reference for the scientific community worldwide. In
addition, we publish the Fisher HealthCare Catalog, the Acros
Organics Catalog of Fine Chemicals, the Fisher Chemical Catalog,
the Fisher Science Education Catalog, the Fisher Scientific
Safety Catalog and the Cole-Parmer General Catalog. We also
publish catalogs in eight different languages to support our
growing worldwide presence. We continuously add new products to
the electronic version of our catalogs, making our suite of
catalogs one of the most complete and up-to-date sources of
laboratory and safety products available. We produce more than
two million printed copies of the various catalogs biennially,
with supplements tailored to specific market segments such as
biotechnology, research chemicals, educational materials and
occupational health and safety.

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Electronic-Commerce.We introduced our first proprietary electronic ordering system
in 1967. We have developed e-commerce capabilities that target
the scientific research, healthcare and safety marketplaces. We
believe that our web-enabled procurement system is the leading
e-commerce solution serving the life science, clinical
laboratory and industrial safety markets. Our e-commerce sales
increased to $518.0 million, or 18.0% of total sales for
2001, compared with $367.0 million, or 14% of total sales
in 2000 and $255.4 million, or 10.2% of total sales in
1999. We will continue to invest in our e-commerce
infrastructure to provide customer-oriented procurement
solutions.

Distribution Network

Our domestic logistics network consists of 25
locations, including a national distribution center in
Somerville, New Jersey, regional centers in Massachusetts,
California, Illinois and Georgia and 20 local distribution
facilities throughout the United States.

Outside of the United States, we have 17 logistic
facilities in 10 countries, including facilities in Canada,
Europe, the Far East and Latin America. We augment our
international logistics network with sales offices in 22
countries and independent dealers in over 100 countries
worldwide. We make over 25,000 shipments per day. In the United
States, we ship approximately 95% of all orders within 24 hours
of the customers placing the order.

We distribute approximately 80% of our product
deliveries through independent package delivery companies.
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. If UPS is unable to renegotiate
its current collective bargaining agreement on favorable terms
and experiences a strike, work stoppage or slowdown, we would
experience substantial disruptions to our distribution
operations which would have a material adverse impact on our
results of operations and cash flows.

Manufacturing

Our principal manufacturing facilities are
located in:



| |   |                                          
| | - | -----------------------------------------
| |  | Mountain Home, Arkansas;                 
|
| |  | Camarillo, California;                   
|
| |  | Barrington, Illinois;                    
|
| |  | Fair Lawn and Somerville, New Jersey;    
|
| |  | Rochester and Conklin, New York;         
|
| |  | Allentown and Indiana, Pennsylvania;     
|
| |  | Middletown, Virginia;                    
|
| |  | Two Rivers, Wisconsin;                   
|
| |  | Geel, Belgium;                           
|
| |  | Queretaro, Mexico;                       
|
| |  | Singapore;                               
|
| |  | Basel, Switzerland; and                  
|
| |  | Loughborough and Horsham, United Kingdom.

We have clean-room manufacturing facilities that
meet customer and Food and Drug Administration requirements. All
chemicals manufactured in their FDA licensed, ISO 9002-certified
and cGMP facilities undergo rigorous quality assurance and
testing procedures throughout the production process. We have
invested in a complete range of instrumentation and scientific
staff for quality testing and analysis.

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Suppliers

We distribute laboratory instruments, supplies
and equipment obtained from approximately 6,000 vendors. Our
largest supplier represented less than 10% of sales for each of
the years 2001, 2000 and 1999. Our manufacturing operations are
not dependent on any particular supplier or group of affiliated
suppliers for raw materials, and we have not experienced
difficulties in obtaining raw materials in the past.

Competition

We operate in a highly competitive market. We
compete primarily with a wide range of suppliers and
manufacturers that sell their own products directly to
end-users. We also compete with other distributors. The
principal means of competition in the markets we serve are
systems capabilities, product breadth, price and service. We
believe we compete favorably as to all of these factors.

Trademarks and Patents

We own or license several patents and patent
applications, but we do not consider any single patent to be
material. We have more than 250 registered and unregistered
service marks and trademarks for our products and services. Some
of our more significant marks include Accumet, Acros, Barnant,
Biochemical Sciences, Chemalert, Chemguard, Enviroware, Eutech,
Fisher, Fisherbiotech, Fisherbrand, Fisher Diagnostics, Fisher
HealthCare, Fisher Rims, Fisher Safety, Fisher Scientific,
Gastrak, Hamilton, Histoprep, Isotemp, Marathon, Masterflex,
Microprobe, Oakton, Optima, and Valutrak. Registered trademarks
generally can have perpetual life, provided they are renewed on
a timely basis and continue to be used properly as trademarks,
subject to the rights of third parties to seek cancellation of
the marks.

Environmental Matters

A number of our domestic and international
operations involve the handling, manufacturing, use or sale of
substances that are or could be classified as toxic or hazardous
substances within the meaning of applicable environmental laws.
Consequently, some risk of environmental and other damage is
inherent in our particular operations and products, as it is
with other companies engaged in similar businesses. Our expenses
for environmental matters relate to the costs of managing
company-wide environmental protection compliance programs,
complying with environmental regulations and permitting
requirements and installing, operating and maintaining
groundwater treatment systems and other remedial activities
related to environmental contamination. These expenses were
approximately $1.2 million in 2001 and 2000, respectively
and $1.0 million in 1999. We estimate that our expenses for
environmental matters will continue to be approximately
$1.0 million per year.

Our Fair Lawn and Somerville, New Jersey,
facilities are the subject of administrative consent orders
issued by the New Jersey Department of Environmental Protection.
These orders require us to maintain groundwater remediation
activities at these sites. In addition, as the owner of the Fair
Lawn facility, we are listed as a potentially responsible party
for remediation of contamination located within an area called
the Fairlawn Wellfields Superfund Site. This site was listed in
1983 on the National Priority List under the Federal
Comprehensive Environmental Response Compensation and Liability
Act of 1980. This statute, referred to as CERCLA, is
also known as the Superfund Act. We have also been
notified that we are among the potentially responsible parties
under CERCLA or similar state laws for the costs of
investigating or remediating contamination at various other
Superfund sites. Other liabilities for environmental matters
relate to domestic and international remedial measures and
environmental regulatory compliance requirements such as the
Clean Air Act, the Clean Water Act and other applicable
governmental requirements.

We cannot predict the potential costs related to
environmental matters and the possible impact on future
operations given the uncertainties regarding the extent of any
required cleanups, the complexity and interpretation of
applicable laws and regulations, the varying costs of
alternative cleanup methods and the extent of our
responsibility. However, these costs could be material. We
record accruals for environmental liabilities based on current
interpretations of environmental laws and regulations when it is
probable that a liability has been incurred and the amount of
such liability can be reasonably estimated. We calculate

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estimates based upon reports prepared by
environmental specialists and managements knowledge and
experience with these environmental matters. We include in these
estimates potential costs for investigation, remediation and
operation and maintenance of cleanup sites. Accrued liabilities
for environmental matters were $29.8 million and $31.0
million at December 31, 2001 and 2000, respectively.


Although these amounts do not include third-party
recoveries, we may be entitled to indemnification from third
parties for liabilities relating to certain sites. We believe
that this accrual is adequate for the environmental liabilities
we expect to incur. As a result, we believe that our ultimate
liability with respect to environmental matters will not have a
material adverse effect on our financial position, results of
operations or cash flows. However, we may be subject to
additional remedial or compliance costs due to future events,
such as changes in existing laws and regulations, changes in
agency direction or enforcement policies, developments in
remediation technologies or changes in the conduct of our
operations, which could have a material adverse effect on our
financial position, results of operations or cash flows.

Foreign and Domestic Operations, Segment Data
and Export Sales

For information regarding foreign and domestic
operations and export sales, refer to Item 8 
Financial Statements and Supplementary Data  Note 20
 Segment and Geographical Financial Information,
which is incorporated herein by reference.

Employees

As of December 31, 2001, we had
approximately 8,900 full-time employees. We consider relations
with our employees to be good. We are a party to several
collective bargaining agreements, which do not cover a
significant number of employees.

Management

Our executive officers and directors, and their
ages and positions as of December 31, 2001 are:

|                                 |  |     |    |          |  |                                                  
|-------------------------------- |  | --- | -- | -------- |  | -------------------------------------------------
|Executive Officers and Directors |  | Age |    | Position
|                                 |  |     |    |         
|Paul M. Montrone(3)              |  |     | 60 |          |  | Chairman of the Board and Chief Executive Officer
|Paul M. Meister(3)               |  |     | 49 |          |  | Vice Chairman of the Board                       
|David T. Della Penta             |  |     | 54 |          |  | President and Chief Operating Officer            
|Kevin P. Clark                   |  |     | 39 |          |  | Vice President and Chief Financial Officer       
|Todd M. DuChene                  |  |     | 38 |          |  | Vice President, General Counsel and Secretary    
|Mitchell J. Blutt, M.D.(1)(2)    |  |     | 44 |          |  | Director                                         
|Robert A. Day(1)(2)              |  |     | 57 |          |  | Director                                         
|Michael D. Dingman(2)            |  |     | 70 |          |  | Director                                         
|Anthony J. DiNovi(3)             |  |     | 39 |          |  | Director                                         
|David V. Harkins                 |  |     | 60 |          |  | Director                                         
|Scott M. Sperling(2)(3)          |  |     | 44 |          |  | Director                                         
|Kent R. Weldon(1)                |  |     | 34 |          |  | Director                                         



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|    |                                   
|--- | ----------------------------------
|(1) | Member of the Audit Committee.    
|   
|(2) | Member of Compensation Committee. 
|   
|(3) | Member of the Executive Committee.

Paul M. Montronehas
been our Chairman of the Board since March 1998 and our Chief
Executive Officer since prior to 1996. He served as our
President from prior to 1996 to 1998. Mr. Montrone is also
a director of The General Chemical Group Inc. (producer of soda
ash and calcium chloride) (Chairman),

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and GenTek Inc. (manufacturer of
telecommunications, automotive and performance products)
(Chairman).


Paul M. Meisterhas
been our Vice Chairman of the Board since March 2001. He served
as our Vice Chairman of the Board, Executive Vice President and
Chief Financial Officer from March 1998 to February 2001. He
served as our Senior Vice President and Chief Financial Officer
from prior to 1996 to March 1998. Mr. Meister is also a
director of The General Chemical Group Inc. (Vice Chairman),
GenTek Inc. (Vice Chairman), M&F Worldwide Corp. and
Minerals Technologies Inc.

David T. Della Pentahas been our President and Chief
Operating Officer since April 1998. From prior to 1996 until
April 1998, Mr. Della Penta served as President of Nalge
Nunc International, a subsidiary of Sybron International
Corporation (now known as Apogent Technologies, Inc.) (medical
laboratory device manufacturer).

Kevin P. Clarkhas
been our Vice President and Chief Financial Officer since March
2001. He served as our Vice President and Controller from May
1998 to February 2001. Mr. Clark served as our Vice
President and Treasurer from September 1997 to May 1998, and as
our Assistant Treasurer from prior to 1996 to 1997.

Todd M. DuChenehas
been our Vice President, General Counsel and Secretary since
November 1996.

Mitchell J. Blutt, M.D.has been an Executive Partner of J.P.
Morgan Partners, LLC, or its predecessor, Chase Capital
Partners, since 1996. He is also an executive officer of JPMP
Capital Corp., which is the general partner of the general
partner of J.P. Morgan Partners (BHCA), L.P. (formerly Chase
Equity Associates, L.P.). He has been an Adjunct Assistant
Professor of Medicine at Weill Medical College of Cornell
University since prior to 1996, and is a certified internist.

Robert A. Dayhas
been Chairman of the Board and Chief Executive Officer of Trust
Company of the West (investments) since prior to 1996 and
Chairman and President of W.M. Keck Foundation (philanthropic
organization) since 1996. Mr. Day is also a director of
Freeport-McMoran Inc.

Michael D. Dingmanhas been President of Shipston Group
Ltd. (international investments) since prior to 1996.
Mr. Dingman is also a director of Ford Motor Company.

Anthony J. DiNovihas been employed by Thomas H. Lee
Partners, L.P., and its predecessor Thomas H. Lee Company since
prior to 1996 and currently serves as a Managing Director.
Mr. DiNovi serves as a director of Eye Care Centers of
America, Inc., Fairpoint Communications, Inc., USLEC Corp. and
Vertis, Inc.

David V. Harkinshas
been employed by Thomas H. Lee Partners, L.P., and its
predecessor Thomas H. Lee Company since prior to 1996 and
currently serves as a Senior Managing Director and President of
Thomas H. Lee Partners, L.P. Mr. Harkins serves as a director of
Conseco Inc., Cott Corporation, Metris Companies, National
Dentex (Chairman), Stanley Furniture Company, Inc., and Syratech
Corporation.

Scott M. Sperlinghas been employed by Thomas H. Lee
Partners, L.P., and its predecessor Thomas H. Lee Company since
prior to 1996 and currently serves as a Managing Director.
Mr. Sperling serves as a director of CTC Communications,
GenTek, Vertis, Inc. and Wyndham International.

Kent R. Weldonhas
been employed by Thomas H. Lee Partners, L.P., and its
predecessor Thomas H. Lee Company since prior to 1996 and
currently serves as a Managing Director. Mr. Weldon serves
as a director of Fairpoint Communications, Inc. and Syratech
Corporation.






|        |           
|------- | ----------
|Item 2. | Properties

Our principal executive offices are located in
Hampton, New Hampshire. We believe that our property and
equipment are generally well maintained, in good operating
condition and adequate for our present needs. The inability to
renew any short-term real property lease would not have a
material adverse effect on our financial statements.

7



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##### Table of Contents



The following table identifies our principal
facilities, which are owned unless otherwise indicated:

|                             |  |                                     
|---------------------------- |  | ------------------------------------
|U.S. Logistics Facilities    |  |                                     
|Santa Clara, California(a)   |  | Florence, Kentucky                  
|Yorba Linda, California      |  | Agawam, Massachusetts               
|Denver, Colorado(a)          |  | Somerville, New Jersey              
|Delmar (Newark), Delaware    |  | Morris Plains, New Jersey           
|Suwanee, Georgia(a)          |  | Houston, Texas                      
|Hanover Park, Illinois       |  |                                     
|                            
|Non-U.S. Facilities          |  |                                     
|Geel, Belgium                |  | Offices, Logistics and Manufacturing
|Edmonton, Alberta, Canada    |  | Offices and Logistics               
|Whitby, Ontario, Canada      |  | Logistics                           
|Nepean, Ontario, Canada      |  | Offices                             
|Markham, Ontario, Canada(a)  |  | Offices                             
|Maurepas, France             |  | Offices and Logistics               
|Strasbourg, France           |  | Offices and Logistics               
|Kamen, Germany(a)            |  | Logistics                           
|Schwerte, Germany            |  | Offices and Logistics               
|Kuala Lumpur, Malaysia(b)    |  | Offices and Logistics               
|Monterrey, Mexico            |  | Offices and Logistics               
|Singapore                    |  | Offices, Logistics and Manufacturing
|Queretaro, Mexico            |  | Manufacturing                       
|Basel, Switzerland           |  | Offices, Logistics and Manufacturing
|Loughborough, United Kingdom |  | Offices, Logistics and Manufacturing
|Horsham, United Kingdom      |  | Offices, Logistics and Manufacturing
|                            
|Other Properties             |  |                                     
|Mountain Home, Arkansas(a)   |  | Manufacturing                       
|Camarillo, California(a)     |  | Offices and Manufacturing           
|Barrington, Illinois         |  | Manufacturing                       
|Vernon Hills, Illinois(a)    |  | Offices and Logistics               
|Hampton, New Hampshire       |  | Corporate Offices                   
|Fair Lawn, New Jersey        |  | Manufacturing                       
|Somerville, New Jersey       |  | Manufacturing                       
|Conklin, New York            |  | Manufacturing                       
|Rochester, New York          |  | Manufacturing                       
|Allentown, Pennsylvania      |  | Offices, Logistics and Manufacturing
|Indiana, Pennsylvania        |  | Manufacturing                       
|Pittsburgh, Pennsylvania(a)  |  | Offices and Data Center             
|Middletown, Virginia         |  | Manufacturing                       
|Two Rivers, Wisconsin        |  | Offices and Manufacturing           



---



|    |                               
|--- | ------------------------------
|(a) | Leased                        
|   
|(b) | One property owned, one leased






|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings

We are a party to various lawsuits and other
legal proceedings including some class action and consolidated
multi-party product liability actions for products we allegedly
distributed. We believe that the costs incurred in defending and
ultimately disposing of these claims for personal injury and
other matters will be covered by insurance policies previously
maintained by several insurance carriers and that the ultimate
liability with respect to these matters, if any, will not have a
material adverse effect on our results of operations, financial
position or cash flows. Refer to Item 1 
Business  Environmental Matters.

8



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We are subject to the jurisdiction of various
regulatory agencies including, among others, the United States
Food and Drug Administration and the Agency for International
Development. Various governmental agencies conduct
investigations from time to time to examine matters relating to
our operations. Some operations involve and have involved the
handling, manufacture, use or sale of substances that are
classified as toxic or hazardous substances within the meaning
of applicable environmental laws. Consequently, some risk of
environmental and other damage is inherent in particular
operations and products as it is with other companies engaged in
similar businesses, and we cannot assure that material damage
will not occur or be discovered or be determined to be material
in the future. We are currently involved in various stages of
investigation and remediation relative to environmental
protection matters. We believe that such investigations and
expenditures in connection therewith, individually and in the
aggregate, will not have a material adverse effect upon our
results of operations, financial condition, or cash flows.






|        |                                                     
|------- | ----------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
	Holders

No matters were submitted to a vote of security
holders in the fourth quarter of 2001.

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##### Table of Contents






PART II






|        |                                                                       
|------- | ----------------------------------------------------------------------
|Item 5. | Market For Registrants Common Equity
	and Related Stockholder Matters

Market Information

For information regarding the high and low
closing sale prices of our common stock, refer to
Item 8  Financial Data and Supplementary
Information  Note 23  Unaudited
Quarterly Financial Information, which is incorporated
herein by reference.

The last reported sale price of common stock on
the New York Stock Exchange on March 22, 2002 was $28.11
per share. As of March 22, 2002 we had approximately 137
holders of record of our common stock.

Dividends

We have not paid a cash dividend during the last
three fiscal years. On January 21, 1998, in connection with
the Recapitalization (as defined under
Item 7  Managements Discussion and
Analysis of Results of Operations and Financial
Condition), we entered into a credit agreement which
restricts our ability to pay cash dividends. Accordingly, we do
not anticipate paying cash dividends on common stock at any time
in the foreseeable future.

10



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##### Table of Contents








|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data

This summary of selected financial data for the
five years in the period ended December 31, 2001 should be
read in conjunction with Managements Discussion and
Analysis of Results of Operations and Financial Condition and
the Financial Statements presented elsewhere herein. See
Item 8  Financial Statements and
Supplementary Data  Note 1  Formation
and Background and Note 3  Summary of
Significant Accounting Policies for a further discussion
of the basis of presentation, principles of consolidation and
defined terms.

|                                       |         |                                         |         |      |  |      |         |      |  |      |         |      |  |   |         |       |   |   |         |       |  
|-------------------------------------- | ------- | --------------------------------------- | ------- | ---- |  | ---- | ------- | ---- |  | ---- | ------- | ---- |  | - | ------- | ----- | - | - | ------- | ----- | -
|                                       |         |                                        
|                                       |         | Year Ended December 31,                
|                                       |         |                                        
|                                       |         | 2001                                    |         | 2000 |  | 1999 |         | 1998 |  | 1997
|                                       |         |                                         |         |      |  |      |         |      |  |     
|                                       |         |                                        
|                                       |         | (In millions, except per share amounts)
|Statement of Operations Data:          |         |                                         |         |      |  |      |         |      |  |      |         |      |  |   |         |       |   |   |         |      
|Sales                                  |         | $                                       | 2,880.0 |      |  | $    | 2,622.3 |      |  | $    | 2,514.5 |      |  | $ | 2,294.4 |       |   | $ | 2,213.7 |      
|Income from operations(a)              |         |                                         | 131.1   |      |  |      | 156.3   |      |  |      | 146.8   |      |  |   | 22.8    |       |   |   | 21.1    |      
|Net income (loss)(b)                   |         |                                         | 16.4    |      |  |      | 22.7    |      |  |      | 23.4    |      |  |   | (49.5   | )     |   |   | (30.5   | )    
|Share Data:                            |         |                                         |         |      |  |      |         |      |  |      |         |      |  |   |         |       |   |   |         |      
|Net income (loss) per common share(b): |         |                                         |         |      |  |      |         |      |  |      |         |      |  |   |         |       |   |   |         |      
|                                       | Basic   |                                         | $       | 0.33 |  |      | $       | 0.57 |  |      | $       | 0.59 |  |   | $       | (1.24 | ) |   | $       | (0.30 | )
|                                       | Diluted |                                         |         | 0.31 |  |      |         | 0.51 |  |      |         | 0.55 |  |   |         | (1.24 | ) |   |         | (0.30 | )
|Weighted average shares outstanding:   |         |                                         |         |      |  |      |         |      |  |      |         |      |  |   |         |       |   |   |         |      
|                                       | Basic   |                                         |         | 49.4 |  |      |         | 40.1 |  |      |         | 40.0 |  |   |         | 40.0  |   |   |         | 101.5 |  
|                                       | Diluted |                                         |         | 53.0 |  |      |         | 44.4 |  |      |         | 42.8 |  |   |         | 40.0  |   |   |         | 101.5 |  
|Dividends declared per common share:   |         | $                                       |        |      |  | $    |        |      |  | $    |        |      |  | $ |        |       |   | $ | 0.012   |      
|Balance Sheet Data (at end of year):   |         |                                         |         |      |  |      |         |      |  |      |         |      |  |   |         |       |   |   |         |      
|Working capital                        |         | $                                       | 120.1   |      |  | $    | 142.8   |      |  | $    | 115.3   |      |  | $ | 107.9   |       |   | $ | 237.5   |      
|Total assets                           |         |                                         | 1,839.2 |      |  |      | 1,385.7 |      |  |      | 1,402.6 |      |  |   | 1,357.6 |       |   |   | 1,176.5 |      
|Long-term debt(c)                      |         |                                         | 956.1   |      |  |      | 991.1   |      |  |      | 1,011.1 |      |  |   | 1,022.0 |       |   |   | 267.8   |      






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes $61.2 million ($38.5 million,
	net of tax) of restructuring and other nonrecurring charges in
	2001, $8.4 million ($5.2 million, net of tax) of
	restructuring credits and other nonrecurring charges in 2000,
	$11.2 million ($8.6 million, net of tax) of
	restructuring and other nonrecurring charges in 1999,
	$108.4 million ($68.9 million, net of tax) of
	Recapitalization-related costs, restructuring and other
	nonrecurring charges in 1998 and $88.3 million
	($69.5 million, net of tax) of restructuring and other
	nonrecurring charges in 1997. Refer to
	Item 7  Managements Discussion and
	Analysis of Results of Operations and Financial Condition.
|   
|(b) | Net income (loss) includes the amounts described
	in (a) above and 2000 includes a $23.6 million
	($14.9 million net of tax) write down of investments in
	certain Internet-related ventures and 1997 includes
	$5.0 million ($2.9 million net of tax) of nonrecurring
	charges and a $5.3 million write off of deferred tax assets
	related to certain foreign locations.                                                                                                                                                                                                                                                                                                             
|   
|(c) | The Recapitalization, which was consummated on
	January 21, 1998, resulted in a significant increase in
	long-term debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               






|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis
	of Results of Operations and Financial Condition

Overview

We report financial results on the basis of three
business 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. Until 1999,
we operated a fourth segment, technology,

11



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##### Table of Contents



which was disposed of through the spinoff of
ProcureNet, a provider of outsourcing and
supply-chain-management technology, in April 1999 and the sale
of our UniKix Technology software business in July 1999.


In February 2001, we acquired the pharmaceutical
packaging services business of Covance, which we renamed Fisher
Clinical Services, Inc. (FCS). FCS enables
pharmaceutical and biotechnology customers to outsource the
packaging, labeling and distribution of new medicines undergoing
phase 3 and phase 4 clinical trials. We paid an adjusted
purchase price of $132.7 million in a cash transaction. The
results of FCS have been included in the domestic distribution
segment from the date of acquisition.

In May 2001, we sold 12.8 million shares of
common stock in a public offering at a price of $24.00 per
share. Net proceeds to the Company, after deducting the
underwriting discount and expenses, were approximately $289.9
million. The proceeds of this offering were used to fund
acquisitions during the year. In connection with that offering
we accelerated the vesting of options to purchase approximately
2.3 million shares of common stock and converted them into
1.0 million shares of common stock, that were deposited
into a rabbi trust. We recorded a primarily noncash compensation
charge of $33.5 million during the first quarter of 2001 as
a result of this conversion.

In June 2001, we acquired a controlling interest
in Medical Analysis Systems, Inc. (MAS) after having
acquired a non-controlling interest in March 2001. MAS is a
leading manufacturer of controls and reagents for the clinical
laboratory market. Prior to June 2001, we accounted for our
investment in MAS using the equity method of accounting. In July
2001, we acquired Safety Equipment Company (SEC), a
distributor of safety supplies and personal protection
equipment. These acquisitions had an aggregate purchase price of
approximately $30 million. The results of MAS and SEC have
been included in the domestic distribution segment from their
respective dates of acquisition.

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

During 2001 we implemented two restructuring
plans focused on the following areas: further integrating our
international operations into Pan-European and Pan-Asian
business units to maximize synergies; continued consolidation of
our domestic distribution facilities to increase efficiencies
and lower costs; the consolidation of all our chemical
manufacturing, distribution, and sales and marketing activities
to drive increased sales growth and earnings and overall
streamlining of our workforce. We recorded a charge of
$27.0 million related to these plans. We also incurred
$1.5 million for inventory write-offs related to the plans.

Results of Operations

The following table sets forth our sales and
income (loss) from operations by segment (in millions):

|                                          |                   |       |         |                               |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |       | 
|----------------------------------------- | ----------------- | ----- | ------- | ----------------------------- |  | ---- | ------- | ------- |  | ---- | ------- | ------- |  | - | ----- | ----- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                                          |                   |       |         |                              
|                                          |                   | Sales |         | Income (Loss) from Operations
|                                          |                   |       |         |                              
|                                          |                   | 2001  |         | 2000                          |  | 1999 |         | 2001    |  | 2000 |         | 1999   
|                                          |                   |       |         |                               |  |      |         |         |  |      |         |        
|Domestic distribution                     |                   | $     | 2,439.9 |                               |  | $    | 2,187.3 |         |  | $    | 2,015.4 |         |  | $ | 173.4 |       |  | $ | 149.8 |       |  | $ | 131.8 |      
|International distribution                |                   |       | 425.4   |                               |  |      | 418.5   |         |  |      | 446.9   |         |  |   | 13.6  |       |  |   | 11.5  |       |  |   | 6.3   |      
|Laboratory workstations                   |                   |       | 178.6   |                               |  |      | 165.2   |         |  |      | 192.0   |         |  |   | 4.9   |       |  |   | 3.5   |       |  |   | 25.4  |      
|Technology                                |                   |       |        |                               |  |      |        |         |  |      |        |         |  |   |      |       |  |   |      |       |  |   | (6.1  | )    
|Eliminations                              |                   |       | (163.9  | )                             |  |      | (148.7  | )       |  |      | (139.8  | )       |  |   | 0.4   |       |  |   | (0.1  | )     |  |   | 0.6   |      
|                                          |                   |       |         |                               |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |      
|                                          | Segment sub-total |       |         | 2,880.0                       |  |      |         | 2,622.3 |  |      |         | 2,514.5 |  |   |       | 192.3 |  |   |       | 164.7 |  |   |       | 158.0 | 
|Restructuring and other charges (credits) |                   |       |        |                               |  |      |        |         |  |      |        |         |  |   | 59.7  |       |  |   | (2.0  | )     |  |   | (1.5  | )    
|Nonrecurring charges                      |                   |       |        |                               |  |      |        |         |  |      |        |         |  |   | 1.5   |       |  |   | 10.4  |       |  |   | 12.7  |      
|                                          |                   |       |         |                               |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |      
|                                          | Total             |       | $       | 2,880.0                       |  |      | $       | 2,622.3 |  |      | $       | 2,514.5 |  |   | $     | 131.1 |  |   | $     | 156.3 |  |   | $     | 146.8 | 
|                                          |                   |       |         |                               |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |      

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Sales

Sales increased 9.8% to $2,880.0 million in
2001 from $2,622.3 million in 2000. Excluding the impact of
foreign exchange, sales increased 10.5% for 2001. Sales
increased 4.3% to $2,622.3 million in 2000 from
$2,514.5 million in 1999. Excluding the impact of foreign
exchange, sales increased 5.9% in 2000. The increase in the
growth rate in 2001 compared to 2000 is predominately
attributable to the four acquisitions we completed during 2001.
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
during 2001.

Sales in the domestic distribution segment
increased 11.6% to $2,439.9 million for 2001 from
$2,187.3 million in 2000. Domestic distribution sales
increased 8.5% to $2,187.3 million in 2000 from
$2,015.4 million in 1999. Each of our four acquisitions
completed during 2001 and our acquisition in 2000 has been
reported in our domestic distribution segment. We expect
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 during 2001.

Sales in the international distribution segment
increased 1.7% to $425.4 million for 2001 from
$418.5 million in 2000. Excluding the impact of foreign
exchange, sales increased 5.5% for 2001. International
distribution sales decreased 6.4% to $418.5 in 2000 from
$446.9 million in 1999. Excluding the impact of foreign
exchange, sales increased 1.5% in 2000. The increase in growth
rate was attributable to increased volume in Europe and
Asia-Pacific. We expect international distribution growth to
range between 3.5% to 4.0% for 2002, excluding the impact of
foreign exchange. The growth rate in 2002 is forecasted to
decrease due to the possible disruption associated with the
implementation of our fourth quarter 2001 restructuring plan and
our focus on improving operating margin.

Sales in the laboratory workstations segment
increased 8.1% to $178.6 million for 2001 from
$165.2 million in 2000. Laboratory workstations sales
decreased 14.0% to $165.2 million in 2000 from
$192.0 million in 1999. We experienced a strong rebound in
growth from 2000 to 2001 resulting in increased order activity
and backlog growth of 11.0% to $110.1 million. The sales
decline in the laboratory workstations segment from 1999 to 2000
was due primarily to a slowdown in the industrial research
laboratory construction market. We are forecasting laboratory
workstation sales growth to range between 2.5% to 3.0% for 2002.

Gross Profit

Gross profit increased 13.7% to
$737.2 million or 25.6% of sales for 2001 from $648.3
million or 24.7% of sales in 2000. Gross profit increased 3.1%
to $648.3 million in 2000 from $629.1 million or 25.0%
of sales in 1999. The increase in gross profit as a percentage
of sales from 2000 to 2001 was attributable to acquisitions
completed during 2001. Gross profit was reduced by
$1.5 million for inventory write-offs related to the
restructuring plans implemented during 2001, of that,
$1.1 million related to our domestic distribution segment
and $0.4 million related to our international distribution
segment. The decrease in gross profit as a percentage of sales
from 1999 to 2000 was primarily due to a decline in sales volume
and a change in the product mix in our laboratory workstations
segment. Gross profit in 1999 was reduced by $5.3 million
for inventory write-offs as a result of a change in our product
portfolio. We expect gross profit as a percentage of sales to
improve in 2002 primarily due to acquisitions completed during
2001 and our continued strategy to increase sales of our higher
margin proprietary products.

Selling, General and Administrative
Expense

Selling, general and administrative expense
increased 10.6% to $546.4 million or 19.0% of sales for 2001
from $494.0 million or 18.8% of sales in 2000. Selling,
general and administrative expense increased 4.6% to
$494.0 million in 2000 from $472.5 million or 18.8% of
sales in 1999. In 2000, selling, general and administrative
expense included $5.5 million of costs for business
combinations not consummated, $3.7 million of noncash
compensation expense related to a change in the terms of certain
common stock options and $1.2 million of expense related to
targeted workforce reductions. Excluding those charges, selling,
general and administrative expense as a percentage of sales was
18.4% for 2000. The increase in selling, general and

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administrative expenses as a percentage of sales
in 2001 was primarily due to acquisitions. In 1999, selling,
general and administrative expense included $2.2 million of
expenses associated with our warehouse consolidation plan.
Excluding those expenses, selling, general and administrative
expense as a percentage of sales was 18.7% for 1999. The
decrease in selling, general and administrative expenses as a
percentage of sales from 1999 to 2000 was primarily the result
of fixed cost leverage. We expect to show improvement in
selling, general and administrative expenses as a percentage of
sales in 2002 due to the change in accounting principles
generally accepted in the United States of America for the
nonamortization of goodwill. Goodwill amortization for 2001 was
$7.8 million, $5.1 million and $3.8 million for
the domestic distribution, international distribution and
laboratory workstations segments, respectively. Excluding the
amortization of goodwill we expect selling, general and
administrative expense as a percentage of sales to increase in
2002 due to acquisitions completed in 2001 partially offset by
fixed cost leverage.


Restructuring and Other Charges

During the first quarter of 2001, we adopted and
commenced implementation of a streamlining plan aimed at
improving operations, largely through office, warehouse and
manufacturing facility consolidations and the discontinuance of
certain product lines. As a result of these actions, we recorded
a restructuring charge of $18.1 million. The restructuring
charge reflects $10.9 million related to estimated employee
separation costs and $7.2 million of exit costs. The charge
for employee separation arrangements relates to termination and
other severance costs associated with 518 salaried and hourly
employees severed as part of this plan. The exit costs represent
primarily lease-cancellation costs and costs associated with the
discontinuance of certain product lines. The domestic
distribution, international distribution and laboratory
workstations segments accounted for $15.4 million,
$2.6 million and $0.1 million, respectively, of this
charge. Through December 31, 2001, we had expended
$11.7 million of the $18.1 million accrual and
anticipate expending $5.1 million in 2002 and the balance
thereafter. We reinvested the net savings realized from this
plan into improved systems and our workforce.

During the fourth quarter of 2001, we commenced
implementation of a plan focused on further integration of the
international operations and recent acquisitions and the
continued streamlining of the domestic operations, including the
consolidation of certain distribution centers. As a result of
these actions, we recorded a restructuring charge of
$8.9 million. The restructuring charge reflects
$7.4 million related to estimated employee separation costs
and $1.5 million of exit costs. The charge for employee
separation arrangements relates to the termination and other
severance costs associated with 262 salaried and hourly
employees severed part of this plan. The exit costs represent
primarily lease cancellation costs. The domestic distribution
and international distribution segments accounted for
$4.9 million and $4.0 million, respectively, of this
plan charge. Through December 31, 2001, we had expended
$1.9 million of the $8.9 million accrual and
anticipate expending $5.3 million in 2002 and the balance
thereafter. Upon completion of this plan, we expect a reduction
of approximately $6.0 million in annual pre-tax expenses.
Of this amount, we intend to reinvest approximately
$3.0 million in our sales and marketing efforts and
distribution capabilities surrounding our chemical and life
sciences product portfolio. As a result, we expect to realize
net annual savings of $3.0 million beginning in 2002.
During the fourth quarter of 2001 we also reversed
$0.8 million of accruals from restructuring charges
recorded in years prior to 2001 due to actual costs being lower
than originally estimated. The domestic distribution and
international distribution segments, accounted for
$0.7 million and $0.1 million of the restructuring
credit, respectively.

In connection with the May 2001 stock
offering process, we accelerated the vesting of options to
purchase approximately 2.3 million shares of common stock
having an average exercise price of $20.85 per share. These
options were then converted into the right to receive
approximately 1.0 million shares of common stock, issued
and deposited into a rabbi trust. The number of shares issued
was determined by dividing the spread value of the
option (the difference between the last reported sale price on
March 30, 2001 of $35.44, the date of the transaction, and
the exercise price of the option) by $35.44. As a result of
these transactions we recorded a primarily noncash compensation
charge of $33.5 million during the first quarter of 2001.

In 2000, we recorded a restructuring credit of
$2.0 million, consisting of a $0.7 million reversal
for our 1999 restructuring charge related to revisions in
estimated separation costs and a $1.3 million reversal for

14



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restructuring charges prior to 1999 related to
revised estimates in total costs. The restructuring credit
related to our domestic distribution and international
distribution segments equally.


In 1999, we adopted and commenced implementation
of a plan to consolidate and downsize our German business unit,
included in our international distribution segment. As a result
of these actions, we recorded a restructuring charge of
$2.1 million. The charge related to estimated employee
separation costs for 22 warehouse, customer service and sales
employees. We also recorded a restructuring credit of
$3.6 million in 1999 related to revisions in estimates for
charges recorded prior to 1999.

Loss from Operations to be Disposed
Of

In December 1998 our Board of Directors approved
a plan to dispose of our technology business segment. The
disposition was completed through the spinoff of ProcureNet in
April 1999 and the sale of our UniKix Technology software
business in July 1999. The result of operations of this segment
are reported separately in our statement of operations. For the
year ended December 31, 1999 loss from operations to be
disposed of was $11.3 million that consisted of
$6.1 million in operating losses and a $5.2 million
write-off of in-process research and development costs
associated with an acquisition made in the first quarter of 1999.

Income from Operations

Income from operations decreased 16.1% to
$131.1 million in 2001 from $156.3 million in 2000.
Income from operations increased 6.5% to $156.3 million in
2000 from $146.8 million in 1999. Excluding restructuring
and other nonrecurring charges of $61.2 million and
$8.4 million as described above, income from operations
increased 16.8% to $192.3 million or 6.7% of sales in 2001
from $164.7 or 6.3% of sales in 2000, respectively. The increase
in income from operations as a percent of sales, as adjusted, is
primarily due to acquisitions completed in 2001. Excluding
restructuring credits and nonrecurring charges of
$11.2 million as discussed above, income from operations in
1999 was $158.0 million or 6.3% of sales. Income from
operations as a percentage of sales, as adjusted, was flat in
2000 compared to 1999 due to a significant decrease in our
laboratory workstations segments operating income in 2001
offset by growth in our base business in the domestic and
international distribution segments and the disposal of our
technology segment in 1999.

Income from operations in the domestic
distribution segment increased 15.8% to $173.4 million, or
7.1% of segment sales, for 2001 from $149.8 million, or
6.9% of segment sales, in 2000. Domestic distribution income
from operations increased 13.7% to $149.8 million in 2000
from $131.8 million, or 6.5% of segment sales, in 1999. The
increase in income from operations as a percent of sales for the
domestic distribution segment from 2000 to 2001 was primarily
related to the acquisitions we completed during 2001. We expect
income from operations as a percentage of sales to range between
7.7% to 7.9% for 2002 from 7.4% in 2001, as adjusted for the
nonamortization of goodwill due to growth in our base business
and the impact of acquisitions completed in 2001.

Approximately 60% of our product deliveries in
the United States are through UPS. The collective bargaining
agreement between UPS and its delivery employees expires on
July 31, 2002. Although we are implementing 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 increased 18.3% to $13.6 million, or
3.2% of segment sales, for 2001 from $11.5 million, or 2.8%
of segment sales, in 2000. International distribution income
from operations increased to $11.5 million in 2000 from
$6.3 million, or 1.4% of segment sales, in 1999. We expect
income from operations as a percentage of sales to range between
4.6% to 4.9% for 2002 from 4.4% in 2001, as adjusted for the
nonamortization of goodwill.

Income from operations in the laboratory
workstations segment increased 40.0% to $4.9 million, or
2.7% of segment sales, for 2001 from $3.5 million, or 2.1%
of segment sales, in 2000. Laboratory workstations income from
operations decreased to $3.5 million in 2000 from
$25.4 million, or 13.2% of segment sales, in 1999. The
increase in income from operations from 2000 to 2001 was
primarily due to an increase in sales volume. The decrease in
income from operations from 1999 to 2000 was primarily related
to the decline in

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sales volume and gross profit due to a slowdown
in the industrial research laboratory construction market and a
change in product mix. We are forecasting income from operations
as a percentage of sales to range between 5.3% to 5.6% for 2002
from 4.9% in 2001, as adjusted for the nonamortization of
goodwill.


Interest Expense

Interest expense for 2001, 2000 and 1999, was
$99.5 million, $99.1 million and $104.2 million,
respectively. The decrease from 1999 to 2000 was the result of a
reduction in the amount of accounts receivables sold through our
receivables securitization facility. We expect interest expense
for 2002 to decrease from 2001 as a result of principal debt
repayments scheduled for 2002.

Other (income) expense, net

Other expense decreased to $1.3 million for
2001 from $19.4 million in 2000. Other expense increased to
$19.4 million in 2000 from income of $15.2 million in
1999. Other income in 1999 included a $2.5 million gain on
the sale of our UniKix Technology software business,
$6.1 million gains from the sale of property, plant and
equipment and a $3.1 million gain from the portion of our
interest rate swap that was undesignated in 1999. Other expense
in 2000 included a $23.6 million write down to fair market
value of investments in certain Internet-related ventures,
primarily ProcureNet, which we spun off in 1999. Other expense
in 2001 consists of $6.0 million in equity losses in Global
Health Exchange (formerly HealthNexis and The New Health
Exchange), and MAS for the period we accounted for our
investment in MAS under the equity method of accounting; offset
by increased interest income earned from proceeds on the
May 2001 public offering.

Income Tax Provision

The income tax provision for 2001 decreased to
$13.9 million from $15.1 million in 2000. The income
tax provision for 2000 decreased to $15.1 million from
$34.4 million in 1999. The effective tax rate was 45.9% for
2001 compared with 40% for 2000. The effective tax rate was
40.0% for 2000 compared with 59.5% for 1999. The decrease in the
effective tax rate in 2000 is primarily due to the
implementation of domestic and international tax-planning
initiatives and a reduction in foreign losses for which no tax
benefits are recorded. The increase in the effective tax rate in
2001 results from the restructurings and stock compensation
charges recorded that have an U.S. tax benefit of 37%. We
anticipate that our effective tax rate will be 34% for 2002. The
improvement in the effective tax rate is due to recently
implemented tax-planning strategies and the elimination of
non-deductible goodwill amortization.

Liquidity and Capital Resources

For the year ended December 31, 2001, cash
generated from operating activities was $158.6 million
compared with $107.2 million for 2000. The increase in cash
provided by operating activities is due to an increase in net
income adjusted for noncash items and an $18.9 million
improvement in working capital. Our working capital improvement
is primarily attributable to accounts payable, accounts
receivable and inventory management largely due to our continued
working capital initiatives. 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 2001, we used $419.6 million of cash
for investing activities, compared with $57.1 million in
2000. During 2001 we invested $371.2 million for strategic
acquisitions, including $132.7 million for our acquisition
of FCS, $208.5 million for our acquisition of Cole-Parmer,
and approximately $30 million for the acquisitions of MAS
and SEC. The acquisitions were funded with cash on hand, funds
provided by our May 2001 offering and through the sale of
receivables under the receivables securitization facility. We
also invested $6.0 million as a debt investment in MAS and
$4.7 million for the Companys minority interest in
Global Health Exchange. As of December 31, 2001, we have fully
funded our commitment to invest approximately $6.8 million
in Global Health Exchange. Capital expenditures totaled
$40.1 million in 2001 compared with $29.4 million in
2000. The increase in capital expenditures in 2001 primarily
relates to additional investment in

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infrastructure for our FCS acquisition. We expect
to invest between $55.0 million and $65.0 million in
capital expenditures for 2002, reflecting continued facility
consolidation and increased investment in our chemical
manufacturing and pharmaceutical services. We intend to continue
pursuing acquisitions of complementary businesses that will
enhance our growth and profitability. We currently have no
commitment, understanding or arrangement relating to any
additional acquisitions.


During 2001, financing activities provided
$270.0 million versus cash used by financing activities of
$32.8 million in 2000. In May 2001, we sold
12.8 million shares of common stock to the public at a
price of $24.00 per share. We received proceeds of
$289.9 million from the offering net of underwriters
discounts and offering costs. We used a portion of the net
proceeds to reduce the amount of accounts receivables sold under
our receivables securitization facility by $170.0 million
and the remainder for acquisitions. Financing activities in 2000
consisted of scheduled debt service payments. Our debt
obligations consists of short-term debt of $32.3 million
and long-term debt with maturities of $43.4 million in
2002, $27.8 million in 2003, $65.0 million in 2004, $249.1
million in 2005, $3.4 million in 2006 and $616.0 million
thereafter.

We have a $175 million revolving credit
facility that bears interest at LIBOR plus 1.25% to 2.25% or
Prime Rate plus 0.25% to 1.25% (the Revolving
Facility.) We also pay a commitment fee of 50 basis points
per annum of the undrawn portion of the Revolving Facility. At
December 31, 2001 we had $123.7 million of available
borrowing capacity under our Revolving Facility, net of
$51.3 million of letters of credit outstanding, primarily
representing guarantees issued to local banks in support of
borrowings by our foreign subsidiaries. The Revolving Facility
expires in January 2004. We also maintain a $170 million
receivables securitization facility (the Receivables
Securitization.) Our Receivables Securitization provides
for the sale, on a revolving basis, of certain of our accounts
receivable. The Receivables Securitization facility bears
interest at LIBOR plus an annual commitment fee of 50 basis
points. The Receivables Securitization expires in January 2003.
The full amount of the Receivables Securitization facility was
available at December 31, 2001.

We expect to satisfy our short-term funding
requirements from free operating cash flow, together with cash
and cash equivalents on hand. A change in demand for the
Companys goods and services, while unlikely, would reduce
free operating cash flow available to fund our operations. If
such a decrease in demand were significant and free operating
cash flow were reduced significantly, we may utilize the unused
portion of our Receivables Securitization facility to the extent
that we have qualified receivables to sell through the facility.
Further, we have borrowing capacity available under our
Revolving Facility. We believe that these funding sources are
sufficient to meet our ongoing operating, capital expenditure
and debt service requirements for at least the next twelve
months. Cash requirements for periods beyond the next twelve
months depend on our profitability, our ability to manage
working capital requirements and our growth rate. We may seek to
raise additional funds from public or private debt or equity
financings, or from other sources for general corporate purposes
or for the acquisition of businesses or products. There can be
no assurance that additional funds will be available at all or
that, if available, will be obtained at terms favorable to us.
Additional financing could also be dilutive.

Critical Accounting Policies

The discussion and analysis of our financial
condition and results of operations are based on our
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
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

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and liabilities that are not readily apparent
from other sources. Actual results may differ from these
estimates under different assumptions or conditions.


We recognize revenue for product sales upon the
transfer of all risks and rewards of ownership to the buyer. We
also record reductions to revenue for estimated returns. Should
a greater amount of products be returned to us, additional
reductions to revenue may be required. We also provide for the
estimated cost of product warranties at the time revenue is
recognized. Although our facilities undergo quality assurance
and testing procedures throughout the production process and we
monitor our suppliers for Fisher branded products, our warranty
obligation is affected by product failure rates, material usage
and service delivery costs incurred in correcting a product
failure. Should actual product failure rates, material usage or
service delivery costs differ from our estimates, revisions to
the estimated warranty liability may be required.

We maintain an allowance for doubtful accounts
for estimated losses resulting from the inability of our
customers to make required payments. We provide for the
allowance for doubtful accounts when it becomes likely and known
that the financial condition of our customer deteriorated,
resulting in their inability to make payments. If those
conditions change, changes to the allowance for doubtful
accounts may be necessary.

We write down our inventory for estimated
obsolescence to the difference between the cost of inventory and
the estimated market value based upon assumptions about future
demand and market conditions. Future demand is generally
forecasted for a 12 month period. If actual future demand or
market conditions are less favorable than those projected by
management, additional inventory write-downs may be required.

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

Although we consider these policies to require
managements more complex estimates and assumptions, you
may refer to Item 8  Financial Statements
and Supplementary Data  Note 3 
Summary of Significant Accounting Policies for a
description of our accounting policies necessary for a complete
understanding of our financial statements.

European Economic and Monetary Union

We conduct business in many of the 12 countries
that are participating in the European Economic and Monetary
Union that, among other things, adopted a single currency called
the euro. On January 1, 1999, a three-year transition
period for the euro began and the conversion rates between the
euro and the national currencies were fixed. Business
enterprises had the option of switching to the single currency
at any time prior to January 1, 2002. In connection with
our upgrade of management information systems for Year 2000
purposes, we incorporated the necessary changes to conduct
business in euros and the national currencies during the
transition period and entirely in euros thereafter. We were not
able to estimate or segregate the costs relating to the
conversion to the euro, but we do not believe that such costs
were material. Conversion to the euro has not had a material
impact on our future results of operations.

Recent Accounting Pronouncements

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

SFAS 141 requires the purchase method of
accounting for business combinations initiated after
June 30, 2001 and eliminates the pooling-of-interests
method for business combinations. SFAS 141 also specifies
the types of acquired intangible assets that are required to be
recognized and reported separately from goodwill and those
acquired intangible assets that are required to be included in
goodwill. Under the provisions of SFAS 141, goodwill and
intangible assets determined to have an indefinite useful life
that are acquired in a

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business combination completed after
June 30, 2001 were not amortized. Goodwill and intangible
assets acquired in business combinations completed prior to
July 1, 2001 continued to be amortized through
December 31, 2001.


SFAS 142 requires the use of a nonamortization
approach to account for purchased goodwill and certain
intangibles. Under the nonamortization approach, goodwill and
certain intangibles will not be amortized but instead would be
reviewed for impairment and written down with a resulting charge
to operations only in the period in which the recorded value of
goodwill and certain intangibles is more than its fair value.
SFAS 142 requires us to perform an evaluation of whether
goodwill and indefinite-lived intangible assets are impaired as
of January 1, 2002, the effective date of the statement for
us. Additionally, SFAS 142 requires us to reassess the
useful lives and residual values of all intangible assets and
make any necessary amortization adjustments. This impairment
evaluation is required to be completed by March 31, 2002
for indefinite-lived intangible assets and by December 31,
2002 for goodwill.

At December 31, 2001, we had unamortized
goodwill and indefinite-lived intangible assets in the amount of
$507.4 million and $61.5 million, respectively, all of
which is subject to the transition provisions of SFAS 141
and SFAS 142. We are in the process of evaluating the
effect that the transitional goodwill impairment provisions of
this statement will have on our financial statements.

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

In October 2001, the FASB issued Statement of
Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets
(SFAS 144). SFAS 144 addresses financial
accounting and reporting for the impairment or disposal of
long-lived assets. This statement supersedes FASB Statement
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, and
the accounting and reporting provisions of APB Opinion
No. 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. This
Statement also amends ARB No. 51, Consolidated
Financial Statements, to eliminate the exception to
consolidation for a subsidiary for which control is likely to be
temporary. This Statement broadens the presentation of
discontinued operations to include more disposal transactions.
The provisions of this statement have been adopted as of
January 1, 2002 and will be applied prospectively.

Control of the Company

On January 21, 1998, approximately 87% of
the fully diluted shares of common stock of Fisher were
converted into the right to receive $9.65 per share in cash
pursuant to merger agreement dated November 14, 1997, as
amended between us and FSI Merger Corp. (FSI), a
Delaware corporation formed by Thomas H. Lee Company
(THL), providing for the merger of FSI with and into
Fisher and the recapitalization of Fisher (collectively the
Recapitalization). The Recapitalization established
an election process that provided stockholders the right to
elect, subject to proration, for each share of Fisher common
stock held, to either receive $9.65 in cash or retain one share
of common stock, $0.01 par value in the recapitalized company.

As of March 2002, certain affiliates of THL
(THL Entities), JP Morgan Partners (BHCA) (JP
Morgan), Merrill Lynch & Co. (Merrill
Lynch) and Credit Suisse First Boston (USA), Inc. formerly
known as Donaldson, Lufkin and Jenrette, Inc. (CSFB
and, together with the THL Entities, JP Morgan and Merrill
Lynch, the Equity Investors) own 46.1% of our issued
and outstanding common stock, with the THL Entities owning 29.5%
of such outstanding stock. Accordingly, the Equity Investors
have significant

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control over us and have the power to elect a
majority of our directors, appoint new management and approve
any action requiring the approval of the holders of our common
stock, including adopting amendments to our certificate of
incorporation and approving mergers or sales of substantially
all of our assets. These Equity Investors and certain members of
management entered into an Investors Agreement dated
January 21, 1998, as amended (the Investors
Agreement). The Investors Agreement provides that
our Board of Directors will comprise at least nine, but not more
than ten directors, four of whom will be appointed by the THL
Entities, one of whom will be appointed by DLJ Merchant Banking
Partners II, L.P., one of whom will be Mr. Paul M. Montrone
and one of whom will be Mr. Paul M. Meister. The directors
elected pursuant to the Investors Agreement will have the
authority to make decisions affecting our capital structure,
including the issuance of additional capital stock, the
implementation of stock repurchase programs and the declaration
of dividends. There can be no assurance that the interests of
the Equity Investors will not conflict with the interests of our
other shareholders.


Cautionary Factors Regarding Forward-Looking
Statements

This Annual Report on Form 10-K includes
forward-looking statements. All statements other than statements
of historical facts included in this Annual Report on
Form 10-K may constitute forward-looking statements. We
have based these forward-looking statements on our current
expectations and projections about future events. Although we
believe that our assumptions made in connection with the
forward-looking statements are reasonable, there can be no
assurances that the assumptions and expectations will prove to
have been correct. These forward-looking statements are subject
to various risks, uncertainties and assumptions including, among
other things:



| |    |                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | our outstanding indebtedness and leverage, and
	the restrictions imposed by our indebtedness;                                                                               
|
| | 2. | the effects of domestic and international
	economic and business conditions on our businesses;                                                                              
|
| | 3. | the high degree of competition of certain of our
	businesses, and the potential for new competitors to enter into
	these businesses;                                        
|
| | 4. | the extent to which we undertake new acquisitions
	or enter into strategic joint ventures or partnerships;                                                                  
|
| | 5. | future modifications to existing laws and
	regulations affecting the environment;                                                                                           
|
| | 6. | discovery of unknown contingent liabilities,
	including environmental contamination at our facilities and
	liability with respect to products we distribute and manufacture;
|
| | 7. | fluctuations in interest rates and in foreign
	currency exchange rates;                                                                                                     
|
| | 8. | availability, or increases in the cost, of raw
	materials and other inputs used to make our products;                                                                       
|
| | 9. | the loss of major customers or suppliers; and                                                                                                                               



| |     |                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------
| | 10. | our ability to generate free cash flow or to
	obtain sufficient resources to finance working capital and
	capital expenditure needs.

Words such as anticipates,
estimates, expects,
projects, intends, plans,
believes and words and terms of similar substance
used in connection with any discussion of future operating
results or financial performance identify forward-looking
statements. All forward-looking statements reflect
managements present expectations of future events and are
subject to a number of important factors and uncertainties that
could cause actual results to differ materially from those
described in the forward-looking statements.

You are cautioned not to place undue reliance on
the forward-looking statements, which speak only as of the date
of this Annual Report on Form 10-K. The Company is under no
obligation, and expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new
information, future events or otherwise.

For these statements, the Company claims the
protection of the safe harbor for forward-looking statements
contained in Section 27A of the Securities Act.

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|         |                                                            
|-------- | -----------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures
	About Market Risk

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

In the normal course of business, we use
derivative financial instruments, including interest rate swaps
and foreign currency forward exchange contracts to manage market
risks. Additional information regarding our financial
instruments is contained in Item 8 
Financial Statements and Supplementary Data 
Note 6  Fair Value of Financial Instruments and
Note 12  Debt. The objective in managing
our exposure to changes in interest rates is to limit the impact
of these changes on earnings and cash flow and to lower our
overall borrowing costs. The objective in managing our exposure
to changes in foreign currency exchange rates is to reduce
volatility on earnings and cash flow associated with these
changes. Our principal currency exposures are in the major
European currencies and in the Canadian dollar. We do not hold
derivatives for trading purposes.

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

Our primary interest rate exposures relate to
cash, fixed and variable rate debt and interest rate swaps. The
potential loss in fair values is based on an immediate change in
the net present values of our 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 would not have had a material impact on our fair
values, cash flows or earnings for either 2001 or 2000.

Our primary currency rate exposures are to our
intercompany debt, cash and foreign currency forward contracts.
The potential loss in fair values is based on an immediate
change in the U.S. dollar equivalent balances of our currency
exposures due to a 10% shift in exchange rates. The potential
loss in cash flows and earnings is based on the change in cash
flow and earnings over a one-year period resulting from an
immediate 10% change in currency exchange rates. A hypothetical
10% change in the currency exchange rates would not have had a
material impact on the fair values, cash flows or earnings for
either 2001 or 2000.

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Item 8.     Financial
Statements and Supplementary Data

FISHER SCIENTIFIC INTERNATIONAL INC.






INDEX TO FINANCIAL STATEMENTS


|                                                                                                                                                     |  |       |    | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- | -- | 
|                                                                                                                                                     |  | Pages
|                                                                                                                                                     |  |      
|Independent Auditors Report                                                                                                                         |  |       | 23 | 
|Statement of Operations for the years ended
	December 31, 2001, 2000, and 1999                                                                       |  |       | 24 | 
|Balance Sheet at December 31, 2001 and 2000.                                                                                                         |  |       | 25 | 
|Statement of Cash Flows for the years ended
	December 31, 2001, 2000, and 1999                                                                       |  |       | 26 | 
|Statement of Changes in Stockholders Equity
	(Deficit) and Other Comprehensive Income (Loss) for the years
	ended December 31, 2001, 2000, and 1999 |  |       | 27 | 
|Notes to Financial Statements                                                                                                                        |  |       | 28 | 

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INDEPENDENT AUDITORS REPORT

To the Board of Directors of Fisher Scientific
International Inc.:

We have audited the accompanying balance sheets
of Fisher Scientific International Inc. and subsidiaries (the
Company) as of December 31, 2001 and 2000, and
the related statements of operations, cash flows, and changes in
stockholders equity (deficit) and other comprehensive
income (loss) for each of the three years in the period
ended December 31, 2001. Our audits also included the
financial statement schedule listed in Item 14(a)(2). These
financial statements and the financial statement schedule are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our
audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements present
fairly, in all material respects, the financial position of
Fisher Scientific International Inc. and subsidiaries as of
December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 1, 2002


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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


(in millions, except per share data)


|                                            |         |                         |         |      |  |      |         |      |  |   |         |      | 
|------------------------------------------- | ------- | ----------------------- | ------- | ---- |  | ---- | ------- | ---- |  | - | ------- | ---- | 
|                                            |         |                        
|                                            |         | Year Ended December 31,
|                                            |         |                        
|                                            |         | 2001                    |         | 2000 |  | 1999
|                                            |         |                         |         |      |  |     
|Sales                                       |         | $                       | 2,880.0 |      |  | $    | 2,622.3 |      |  | $ | 2,514.5 |     
|Cost of sales                               |         |                         | 2,142.8 |      |  |      | 1,974.0 |      |  |   | 1,885.4 |     
|Selling, general and administrative expense |         |                         | 546.4   |      |  |      | 494.0   |      |  |   | 472.5   |     
|Restructuring and other charges (credits)   |         |                         | 59.7    |      |  |      | (2.0    | )    |  |   | (1.5    | )   
|Loss from operations to be disposed of      |         |                         |        |      |  |      |        |      |  |   | 11.3    |     
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|Income from operations                      |         |                         | 131.1   |      |  |      | 156.3   |      |  |   | 146.8   |     
|Interest expense                            |         |                         | 99.5    |      |  |      | 99.1    |      |  |   | 104.2   |     
|Other (income) expense, net                 |         |                         | 1.3     |      |  |      | 19.4    |      |  |   | (15.2   | )   
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|Income before income taxes                  |         |                         | 30.3    |      |  |      | 37.8    |      |  |   | 57.8    |     
|Income tax provision                        |         |                         | 13.9    |      |  |      | 15.1    |      |  |   | 34.4    |     
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|Net income                                  |         | $                       | 16.4    |      |  | $    | 22.7    |      |  | $ | 23.4    |     
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|Net income per common share:                |         |                         |         |      |  |      |         |      |  |   |         |     
|                                            | Basic   |                         | $       | 0.33 |  |      | $       | 0.57 |  |   | $       | 0.59 | 
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|                                            | Diluted |                         | $       | 0.31 |  |      | $       | 0.51 |  |   | $       | 0.55 | 
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|Weighted average common shares outstanding: |         |                         |         |      |  |      |         |      |  |   |         |     
|                                            | Basic   |                         |         | 49.4 |  |      |         | 40.1 |  |   |         | 40.0 | 
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     
|                                            | Diluted |                         |         | 53.0 |  |      |         | 44.4 |  |   |         | 42.8 | 
|                                            |         |                         |         |      |  |      |         |      |  |   |         |     

See the accompanying notes to financial
statements.

24



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






BALANCE SHEET


(in millions, except share data)


|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |        |         |         | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ----------------------------------------------------- | ------ | ------- | ------- | ----- | ------ | ------- | ------- | 
|                                                |                                                                                                                                                                                                           |                                     
|                                                |                                                                                                                                                                                                           | December 31,                        
|                                                |                                                                                                                                                                                                           |                                     
|                                                |                                                                                                                                                                                                           | 2001                                 |                                                       | 2000  
|                                                |                                                                                                                                                                                                           |                                      |                                                       |       
|ASSETS                                         
|Current assets:                                 |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                | Cash and cash equivalents                                                                                                                                                                                 |                                      | $                                                     | 75.1   |         |         | $     | 66.0   |        
|                                                | Accounts receivable, net                                                                                                                                                                                  |                                      |                                                       | 332.0  |         |         |       | 296.8  |        
|                                                | Inventories                                                                                                                                                                                               |                                      |                                                       | 261.4  |         |         |       | 224.2  |        
|                                                | Other current assets                                                                                                                                                                                      |                                      |                                                       | 89.3   |         |         |       | 63.6   |        
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                |                                                                                                                                                                                                           | Total current assets                 |                                                       |        | 757.8   |         |       |        | 650.6   |        
|Property, plant and equipment                   |                                                                                                                                                                                                           |                                      | 322.1                                                 |        |         |         | 251.3 |       
|Goodwill                                        |                                                                                                                                                                                                           |                                      | 507.4                                                 |        |         |         | 334.2 |       
|Other assets                                    |                                                                                                                                                                                                           |                                      | 251.9                                                 |        |         |         | 149.6 |       
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                |                                                                                                                                                                                                           | Total assets                         |                                                       | $      | 1,839.2 |         |       | $      | 1,385.7 |        
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|LIABILITIES AND STOCKHOLDERS EQUITY
	(DEFICIT)
|Current liabilities:                            |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                | Short-term debt                                                                                                                                                                                           |                                      | $                                                     | 75.7   |         |         | $     | 47.6   |        
|                                                | Accounts payable                                                                                                                                                                                          |                                      |                                                       | 336.1  |         |         |       | 308.5  |        
|                                                | Accrued and other current liabilities                                                                                                                                                                     |                                      |                                                       | 225.9  |         |         |       | 151.7  |        
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                |                                                                                                                                                                                                           | Total current liabilities            |                                                       |        | 637.7   |         |       |        | 507.8   |        
|Long-term debt                                  |                                                                                                                                                                                                           |                                      | 956.1                                                 |        |         |         | 991.1 |       
|Other liabilities                               |                                                                                                                                                                                                           |                                      | 222.1                                                 |        |         |         | 198.5 |       
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                |                                                                                                                                                                                                           | Total liabilities                    |                                                       |        | 1,815.9 |         |       |        | 1,697.4 |        
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|Commitments and contingencies                   |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|Stockholders equity (deficit):                 |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                | Preferred stock ($0.01 par value;
	15,000,000 shares authorized, none outstanding)                                                                                                                        |                                      |                                                       |       |         |         |       |       |        
|                                                | Common stock ($0.01 par value;
	500,000,000 shares authorized; 54,194,484 and
	40,132,296 shares issued; and 54,157,878 and
	40,116,389 shares outstanding, at December 31, 2001
	and 2000, respectively) |                                      |                                                       | 0.5    |         |         |       | 0.4    |        
|                                                | Capital in excess of par value                                                                                                                                                                            |                                      |                                                       | 661.1  |         |         |       | 326.0  |        
|                                                | Accumulated deficit                                                                                                                                                                                       |                                      |                                                       | (555.5 | )       |         |       | (571.9 | )      
|                                                | Accumulated other comprehensive loss                                                                                                                                                                      |                                      |                                                       | (81.8  | )       |         |       | (65.9  | )      
|                                                | Treasury stock, at cost, (36,606 and 15,907
	shares at December 31, 2001 and 2000, respectively)                                                                                                          |                                      |                                                       | (1.0   | )       |         |       | (0.3   | )      
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                |                                                                                                                                                                                                           | Total stockholders equity (deficit) |                                                       |        | 23.3    |         |       |        | (311.7  | )      
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       
|                                                |                                                                                                                                                                                                           |                                      | Total liabilities and stockholders
	equity (deficit) |        | $       | 1,839.2 |       |        | $       | 1,385.7 | 
|                                                |                                                                                                                                                                                                           |                                      |                                                       |        |         |         |       |       

See the accompanying notes to financial
statements.

25



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


(in millions)


|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |       |       |       |  
|---------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------------------- | ------ | ----- | ------ | ---- | ----- | ----- | ----- | ----- | ----- | ----- | ----- | -
|                                               |                                                                                |                                                                     
|                                               |                                                                                | Year Ended December 31,                                             
|                                               |                                                                                |                                                                     
|                                               |                                                                                | 2001                                                                 |                                       | 2000   |       | 1999  
|                                               |                                                                                |                                                                      |                                       |        |       |       
|Cash flows from operating activities:          |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               | Net income                                                                     |                                                                      | $                                     | 16.4   |       |        | $    | 22.7  |       |       | $     | 23.4  |      
|                                               | Adjustments to reconcile net income to cash
	provided by operating activities: |                                                                      |                                       |        |       |        |      |       |       |       |       |       |      
|                                               |                                                                                | Restructuring and other charges (credits), net of
	cash expended     |                                       |        | 46.1  |        |      |       | (2.0  | )     |       |       | (1.5  | )    
|                                               |                                                                                | Depreciation and amortization                                        |                                       |        | 82.0  |        |      |       | 63.6  |       |       |       | 62.4  |      
|                                               |                                                                                | Write down of investments                                            |                                       |        |      |        |      |       | 23.6  |       |       |       |      |      
|                                               |                                                                                | Other noncash expenses                                               |                                       |        | 6.0   |        |      |       | 6.3   |       |       |       | 1.5   |      
|                                               |                                                                                | (Gain) loss on sale of property, plant and
	equipment and write-offs |                                       |        | (0.6  | )      |      |       | 0.6   |       |       |       | (8.0  | )    
|                                               |                                                                                | Deferred income taxes                                                |                                       |        | (0.3  | )      |      |       | 2.3   |       |       |       | 20.5  |      
|                                               |                                                                                | Changes in working capital:                                          |                                       |        |       |        |      |       |       |       |       |       |       |      
|                                               |                                                                                |                                                                      | Accounts receivables, net             |        |       | 8.9    |      |       |       | 6.8   |       |       |       | 2.0   |  
|                                               |                                                                                |                                                                      | Inventories                           |        |       | 10.0   |      |       |       | 5.9   |       |       |       | (4.0  | )
|                                               |                                                                                |                                                                      | Accounts payable                      |        |       | 13.8   |      |       |       | 2.8   |       |       |       | 60.7  |  
|                                               |                                                                                |                                                                      | Other working capital                 |        |       | 4.5    |      |       |       | 1.4   |       |       |       | (21.8 | )
|                                               |                                                                                | Net cash flow from operations to be disposed of                      |                                       |        |      |        |      |       |      |       |       |       | 2.6   |      
|                                               |                                                                                | Other assets and liabilities                                         |                                       |        | (28.2 | )      |      |       | (26.8 | )     |       |       | (13.1 | )    
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               |                                                                                |                                                                      | Cash provided by operating activities |        |       | 158.6  |      |       |       | 107.2 |       |       |       | 124.7 |  
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|Cash flows from investing activities:          |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               | Acquisitions, net of cash acquired                                             |                                                                      |                                       | (371.2 | )     |        |      | (23.1 | )     |       |       | (34.4 | )    
|                                               | Capital expenditures                                                           |                                                                      |                                       | (40.1  | )     |        |      | (29.4 | )     |       |       | (41.1 | )    
|                                               | Proceeds from sale of property, plant and
	equipment                           |                                                                      |                                       | 2.4    |       |        |      | 1.7   |       |       |       | 16.0  |      
|                                               | Other investments                                                              |                                                                      |                                       | (10.7  | )     |        |      | (6.3  | )     |       |       | (3.0  | )    
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               |                                                                                |                                                                      | Cash used in investing activities     |        |       | (419.6 | )    |       |       | (57.1 | )     |       |       | (62.5 | )
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|Cash flows from financing activities:          |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               | Proceeds from sale of common stock                                             |                                                                      |                                       | 289.9  |       |        |      |      |       |       |       |      |      
|                                               | Long-term debt proceeds                                                        |                                                                      |                                       |       |       |        |      | 8.1   |       |       |       | 9.1   |      
|                                               | Long-term debt payments                                                        |                                                                      |                                       | (29.5  | )     |        |      | (20.9 | )     |       |       | (10.1 | )    
|                                               | Change in short-term debt, net                                                 |                                                                      |                                       | 7.2    |       |        |      | 1.3   |       |       |       | 10.2  |      
|                                               | Proceeds from stock options exercised                                          |                                                                      |                                       | 3.1    |       |        |      | 0.4   |       |       |       | 0.3   |      
|                                               | Acquisition of treasury stock                                                  |                                                                      |                                       | (0.7   | )     |        |      |      |       |       |       | (0.1  | )    
|                                               | Changes in amounts sold under the accounts
	receivable securitization, net     |                                                                      |                                       |       |       |        |      | (21.7 | )     |       |       | (83.5 | )    
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               |                                                                                | Cash provided by (used in) financing activities                      |                                       |        | 270.0 |        |      |       | (32.8 | )     |       |       | (74.1 | )    
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|Effect of exchange rate changes on cash        |                                                                                |                                                                      | 0.1                                   |        |       |        | (1.6 | )     |       |       | (3.4  | )    
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|Net change in cash and cash equivalents        |                                                                                |                                                                      | 9.1                                   |        |       |        | 15.7 |       |       |       | (15.3 | )    
|Cash and cash equivalents  beginning
	of year |                                                                                |                                                                      | 66.0                                  |        |       |        | 50.3 |       |       |       | 65.6  |      
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|Cash and cash equivalents  end of year        |                                                                                | $                                                                    | 75.1                                  |        |       | $      | 66.0 |       |       | $     | 50.3  |      
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|Supplemental cash flow information:            |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               |                                                                                | Cash paid during the year for:                                       |                                       |        |       |        |      |       |       |       |       |       |       |      
|                                               |                                                                                |                                                                      | Income taxes, net of refunds          |        | $     | 8.5    |      |       | $     | 1.8   |       |       | $     | 16.0  |  
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      
|                                               |                                                                                |                                                                      | Interest                              |        | $     | 92.2   |      |       | $     | 93.2  |       |       | $     | 97.7  |  
|                                               |                                                                                |                                                                      |                                       |        |       |        |      |       |       |       |       |      

See the accompanying notes to financial
statements.

26



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY (DEFICIT)


AND OTHER COMPREHENSIVE INCOME
(LOSS)


(in millions)


|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |       |      |  
|---------------------------- | ----------------------------------------------------- | ------------------------------------- | --- | ---------- |  | ------------ | ----- | ----------- |  | --------- | ----- | ------------- | - | -------- | ---- | ----- |  | ------------- | ------ | ---- |  | - | ----- | ----- | - | - | ---- | ---- | - | - | ------ | ----- | - |  | - | ----- | ---- | -
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       | Accumulated   |   |          |      |       |  |              
|                             |                                                       |                                       |     |            |  |              |       | Shares To   |  |           |       | Other         |   |          |      |       |  | Other        
|                             |                                                       |                                       |     | Capital in |  | Shares       |       | Be          |  | Retained  |       | Comprehensive |   |          |      |       |  | Comprehensive
|                             |                                                       | Common                                |     | Excess of  |  | Deposited In |       | Distributed |  | Earnings  |       | Income        |   | Treasury |      |       |  | Income       
|                             |                                                       | Stock                                 |     | Par Value  |  | Trust        |       | From Trust  |  | (Deficit) |       | (Loss)        |   | Stock    |      | Total |  | (Loss)       
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |              
|Balance at January 1, 1999   |                                                       | $                                     | 0.4 |            |  | $            | 313.3 |             |  | $         | (29.8 | )             |   | $        | 29.8 |       |  | $             | (618.2 | )    |  | $ | (19.7 | )     |   | $ | (0.5 | )    |   | $ | (324.7 | )     |   |  |   |      
|                             | Net income                                            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        | 23.4 |  |   |       |      |   |   |      |     |   |   |        | 23.4  |   |  | $ | 23.4  |     
|                             | Foreign currency translation adjustment               |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | (32.4 | ) |   |      |     |   |   |        | (32.4 | ) |  |   | (32.4 | )   
|                             | Minimum pension liability                             |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | 0.5   |   |   |      |     |   |   |        | 0.5   |   |  |   | 0.5   |     
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|                             |                                                       | Subtotal  other comprehensive loss   |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   | $     | (8.5 | )
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|                             | Proceeds from stock options                           |                                       |     |           |  |              |       | 0.3         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 0.3   |   |  |   |       |     
|                             | Compensation related to the grant of stock options    |                                       |     |           |  |              |       | 2.2         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 2.2   |   |  |   |       |     
|                             | Distribution of ProcureNet to stockholders            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        | 0.2  |  |   |       |      |   |   |      |     |   |   |        | 0.2   |   |  |   |       |     
|                             | Trust activity                                        |                                       |     |           |  |              |       |            |  |           |       | (0.1          | ) |          |      | 0.1   |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        |      |   |  |   |       |     
|                             | Acquisition of treasury stock                         |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      | (0.1 | ) |   |        | (0.1  | ) |  |   |       |     
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|Balance at December 31, 1999 |                                                       |                                       | 0.4 |            |  |              | 315.8 |             |  |           | (29.9 | )             |   |          | 29.9 |       |  |               | (594.6 | )    |  |   | (51.6 | )     |   |   | (0.6 | )    |   |   | (330.6 | )     |   |  |   |      
|                             | Net income                                            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        | 22.7 |  |   |       |      |   |   |      |     |   |   |        | 22.7  |   |  | $ | 22.7  |     
|                             | Foreign currency translation adjustment               |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | (14.3 | ) |   |      |     |   |   |        | (14.3 | ) |  |   | (14.3 | )   
|                             | Unrealized investment gain                            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | 0.3   |   |   |      |     |   |   |        | 0.3   |   |  |   | 0.3   |     
|                             | Minimum pension liability                             |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | (0.3  | ) |   |      |     |   |   |        | (0.3  | ) |  |   | (0.3  | )   
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|                             |                                                       | Subtotal  other comprehensive income |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   | $     | 8.4  |  
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|                             | Proceeds from stock options                           |                                       |     |           |  |              |       | 0.4         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 0.4   |   |  |   |       |     
|                             | Tax benefit from stock options                        |                                       |     |           |  |              |       | 0.3         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 0.3   |   |  |   |       |     
|                             | Compensation related to the grant of stock options    |                                       |     |           |  |              |       | 5.0         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 5.0   |   |  |   |       |     
|                             | Expiration of put (See Note 18)                       |                                       |     |           |  |              |       | 4.5         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 4.5   |   |  |   |       |     
|                             | Trust activity                                        |                                       |     |           |  |              |       |            |  |           |       | (0.2          | ) |          |      | 0.2   |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        |      |   |  |   |       |     
|                             | Issuance of treasury stock                            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      | 0.3  |   |   |        | 0.3   |   |  |   |       |     
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|Balance at December 31, 2000 |                                                       |                                       | 0.4 |            |  |              | 326.0 |             |  |           | (30.1 | )             |   |          | 30.1 |       |  |               | (571.9 | )    |  |   | (65.9 | )     |   |   | (0.3 | )    |   |   | (311.7 | )     |   |  |   |      
|                             | Net income                                            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        | 16.4 |  |   |       |      |   |   |      |     |   |   |        | 16.4  |   |  | $ | 16.4  |     
|                             | Foreign currency translation adjustment               |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | (10.1 | ) |   |      |     |   |   |        | (10.1 | ) |  |   | (10.1 | )   
|                             | Unrealized investment gain                            |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | 0.5   |   |   |      |     |   |   |        | 0.5   |   |  |   | 0.5   |     
|                             | Unrealized loss on cash flow hedges                   |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | (6.6  | ) |   |      |     |   |   |        | (6.6  | ) |  |   | (6.6  | )   
|                             | Minimum pension liability                             |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       | 0.3   |   |   |      |     |   |   |        | 0.3   |   |  |   | 0.3   |     
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|                             |                                                       | Subtotal  other comprehensive income |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   | $     | 0.5  |  
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|                             | Proceeds from issuance of common stock, net           |                                       |     | 0.1        |  |              |       | 289.8       |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 289.9 |   |  |   |       |     
|                             | Proceeds from stock options                           |                                       |     |           |  |              |       | 3.1         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 3.1   |   |  |   |       |     
|                             | Tax benefit from stock options                        |                                       |     |           |  |              |       | 8.7         |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 8.7   |   |  |   |       |     
|                             | Conversion of employee stock options to common
	stock |                                       |     |           |  |              |       | 33.5        |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        | 33.5  |   |  |   |       |     
|                             | Acquisition of treasury stock                         |                                       |     |           |  |              |       |            |  |           |       |              |   |          |      |      |  |               |        |     |  |   |       |      |   |   |      | (0.7 | ) |   |        | (0.7  | ) |  |   |       |     
|                             | Trust activity (See Notes 2 and 19)                   |                                       |     |           |  |              |       |            |  |           |       | (20.5         | ) |          |      | 20.5  |  |               |        |     |  |   |       |      |   |   |      |     |   |   |        |      |   |  |   |       |     
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      
|Balance at December 31, 2001 |                                                       | $                                     | 0.5 |            |  | $            | 661.1 |             |  | $         | (50.6 | )             |   | $        | 50.6 |       |  | $             | (555.5 | )    |  | $ | (81.8 | )     |   | $ | (1.0 | )    |   | $ | 23.3   |       |   |  |   |      
|                             |                                                       |                                       |     |            |  |              |       |             |  |           |       |               |   |          |      |       |  |               |        |      |  |   |       |       |   |   |      |      |   |   |        |       |   |  |   |      

See the accompanying notes to financial
statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.






NOTES TO FINANCIAL STATEMENTS




|         |                         
|-------- | ------------------------
|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 business
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
communications centers. Until 1999, we operated a fourth
segment, technology.

The Company serves scientists engaged in
biomedical, biotechnology, pharmaceutical, chemical and other
fields of research and development, and is a supplier to
clinical laboratories, hospitals, healthcare alliances,
physicians offices, environmental testing centers,
remediation companies, quality-control laboratories and many
other customers.



|         |                                
|-------- | -------------------------------
|NOTE 2  | Public Offering of Common Stock

On May 9, 2001, the Company sold
12.8 million shares of common stock to the public at a
price of $24.00 per share. An additional 1.0 million shares
were sold by employees and other individuals from shares
distributed from a rabbi trust set up in connection with the
Companys recapitalization in 1998 to meet tax obligations
triggered by the offering. Proceeds to the Company from the
offering were approximately $289.9 million, net of
underwriters discounts and offering costs. The Company did
not receive any proceeds for the sale of shares by the selling
stockholders.



|         |                                            
|-------- | -------------------------------------------
|NOTE 3  | Summary of Significant Accounting
	Policies

Principles of
Consolidation The
financial statements contain the accounts of the Company and all
majority-owned subsidiaries. Intercompany accounts and
transactions are eliminated.

Cash and Cash
Equivalents Cash and cash
equivalents consist primarily of highly liquid investments with
insignificant interest rate risk and original maturities of
three months or less at the date of acquisition.

Inventories
Inventories are valued at the lower of cost or market, cost
being determined principally by the last-in, first-out
(LIFO) method for the majority of the subsidiaries
included in the domestic distribution segment and by the
first-in, first-out (FIFO) method for all other
subsidiaries.

Property, Plant and
Equipment Property, plant
and equipment is recorded at cost and is generally depreciated
based upon the following estimated useful lives: buildings and
improvements 5 to 33 years and machinery, equipment and
other 3 to 12 years. Depreciation is computed using the
straight-line method. Depreciation expense for 2001, 2000 and
1999 was $43.5 million, $33.3 million and
$30.4 million, respectively.

Goodwill
Goodwill acquired in a business combination completed prior to
June 30, 2001 is being amortized on a straight-line basis
over 5 to 40 years. Goodwill acquired in a business
combination completed after June 30, 2001 is not being
amortized. The amounts presented are net of accumulated
amortization of $99.1 million and $83.1 million at
December 31, 2001 and 2000, respectively.

Intangible
Assets Intangible assets
with a finite useful life and intangible assets with an
indefinite useful life acquired in a business combination
completed prior to June 30, 2001 are being amortized on a
straight-line basis over their estimated useful lives, ranging
up to 20 years. Intangible assets with an indefinite useful
life acquired in a business combination completed after
June 30, 2001 are not being amortized. Net intangible
assets of $106.9 million and $24.6 million at
December 31, 2001 and 2000 are included in Other

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

Assets and are stated net of accumulated
amortization of $24.2 million and $21.3 million,
respectively. During 2001, 2000, and 1999, the Company recorded
amortization expense of $3.1 million, $3.0 million and
$3.2 million, respectively.

Impairment of Long-Lived
Assets Impairment losses
are recorded on long-lived assets used in operations when
indicators of impairment are present and the quoted market
price, if available, or the anticipated undiscounted operating
cash flow generated by those assets are less than the
assets carrying value. An impairment charge is recorded
for the difference between the fair value and carrying value of
the asset.

Advertising
The Company expenses advertising costs as incurred, except for
certain direct-response advertising, which is capitalized and
amortized over its expected period of future benefit, generally
two years. Direct-response advertising consists of catalog
production and mailing costs that are amortized from the date
catalogs are mailed. Advertising expenses, including internal
employment costs for marketing personnel and amortization of
capitalized direct-response advertising, were
$21.8 million, $20.1 million and $23.5 million
for the three years ended December 31, 2001, 2000, and
1999, respectively.

Revenue
Recognition The Company
recognizes product revenue upon the transfer of all risks and
rewards of ownership to the buyer. Products are generally
delivered without significant post-sale obligations to
customers. If a significant obligation exists, revenue
recognition is deferred until the obligations are satisfied.
Service revenue is recognized as the services are performed.

Deferred Debt Issue
Costs Deferred debt issue
costs of $23.5 million and $27.6 million at
December 31, 2001 and 2000, respectively, relate to the
Companys 9% Notes, 7 1/8% Notes and Credit Facility
debt. Deferred debt issue costs are included in Other Assets and
are amortized using the effective interest rate method over the
term of the related debt. During 2001, 2000, and 1999, the
Company recorded amortization expense of $5.0 million,
$4.6 million, and $4.4 million, respectively.

Income
Taxes The Company uses the
asset and liability approach to account for income taxes by
recognizing deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the
carrying amounts and the tax basis of assets and liabilities.
The Company records a valuation allowance to reduce the deferred
tax assets to the amount that is more likely than not expected
to be realized.

Other (Income) Expense,
net Other
(income) expense, net consists of interest income on cash
and cash equivalents and other non-operating income and expense
items. The 2000 amount includes a $23.6 million write down
of the Companys Internet-related investments and 1999
includes $7.8 million of gains on asset sales.

Stock-Based
Compensation The Company
measures compensation expense for its stock-based employee
compensation plans using the intrinsic value method, and has
provided, in Note  18  Stock and Other
Plans, the pro forma disclosures of the effect on net
income and earnings per common share as if the fair value based
method had been applied in measuring compensation expense.

Foreign Currency
Translation Assets and
liabilities of the Companys foreign subsidiaries, where
the functional currency is the local currency, are translated
into U.S. dollars using year-end exchange rates. Revenues and
expenses of foreign subsidiaries are translated at the average
exchange rates in effect during the year. Adjustments resulting
from financial statement translations are included as a separate
component of stockholders equity (deficit). Gains and
losses resulting from foreign currency transactions are reported
on the income statement line item other
(income) expense, net, when recognized.

Financial
Instruments Effective
January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities
(SFAS 133), as amended, which established
accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other
contracts and for hedging activities. All deriva-

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

tives, whether designated in hedging relations or
not, are recorded on the balance sheet at fair value. If the
derivative is designated as a fair value hedge, the changes in
the fair value of the derivative and of the hedged item
attributable to the hedged risk are recognized in earnings. If
the derivative is designated as a cash flow hedge, the effective
portions of changes in the fair value of the derivative are
recorded in accumulated other comprehensive income
(OCI) and are recognized in the income statement when the
hedged item affects earnings. Ineffective portions of changes in
the fair value of cash flow hedges are recognized in earnings.
For derivative instruments not designated as hedging
instruments, changes in fair value are recognized in earnings in
the current period. The adoption of SFAS 133, as amended, did
not have a material effect on the Companys financial
position or results of operations.

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

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

The Company enters into forward currency
contracts to hedge exposure to fluctuations in foreign currency
rates. For foreign currency contracts that are designated
hedges, changes in the fair value are recorded in OCI to the
extent of hedge effectiveness and are subsequently recognized in
earnings once the forecasted transactions are recognized. For
forward currency contracts not designated as hedges, changes in
fair value are recognized in other (income) expense, net.

Other Comprehensive Income
(Loss) Other comprehensive
income (loss) refers to revenues, expenses, gains and losses
that under accounting principles generally accepted in the
United States of America are included in other comprehensive
income (loss) but are excluded from net income
(loss) as these amounts are recorded directly as an
adjustment to stockholders equity (deficit), net of tax.
The Companys other comprehensive income (loss) is composed
of unrealized gains and losses on available-for-sale securities,
unrealized losses on cash flow hedges, minimum pension liability
and foreign currency translation adjustments.

Use of
Estimates The preparation
of financial statements in conformity with accounting principles
generally accepted in the United States of America requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and 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. Actual results could differ from
those estimates.

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



|         |             
|-------- | ------------
|NOTE 4  | Acquisitions

In February 2001, the Company acquired the
pharmaceutical packaging services business of Covance, which the
Company renamed Fisher Clinical Services, Inc.
(FCS). FCS enables pharmaceutical and biotechnology
customers to outsource the packaging, labeling and distribution
for new medicines undergoing phase 3 and phase 4 clinical
trials. The Company paid an adjusted purchase price of
$132.7 million in a cash

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

transaction. The results of FCS have been
included in the domestic distribution segment from the date of
acquisition.

In June 2001, the Company acquired a controlling
interest in Medical Analysis Systems, Inc. (MAS)
after having acquired a non-controlling interest in March 2001.
MAS is a leading manufacturer of controls and reagents for the
clinical laboratory market. Prior to June 2001, the Company
accounted for its investment in MAS using the equity method of
accounting. In July 2001, the Company acquired Safety Equipment
Company (SEC), a distributor of safety supplies and
personal protection equipment. These acquisitions had an
aggregate purchase price of approximately $30 million. The
results of MAS and SEC have been included in the domestic
distribution segment from their respective dates of acquisition.

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

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

|                              |                           |              |       |       | 
|----------------------------- | ------------------------- | ------------ | ----- | ----- | 
|                              |                           | (in million)
|                              |                           |             
|Current assets                |                           | $            | 94.0  |      
|Property, plant and equipment |                           |              | 77.2  |      
|Intangible assets             |                           |              | 89.0  |      
|Goodwill                      |                           |              | 192.5 |      
|Other assets                  |                           |              | 24.0  |      
|                              |                           |              |       |      
|                              | Total assets acquired     |              |       | 476.7 | 
|                              |                           |              |       |      
|Current liabilities           |                           |              | 86.0  |      
|Long-term debt                |                           |              | 3.8   |      
|Other liabilities             |                           |              | 15.7  |      
|                              |                           |              |       |      
|                              | Total liabilities assumed |              |       | 105.5 | 
|                              |                           |              |       |      
|                              | Net assets acquired       |              | $     | 371.2 | 
|                              |                           |              |       |      

The following unaudited pro forma financial
information presents the consolidated results of operations as
if the acquisitions described above had occurred at the
beginning of 2001 and 2000 (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 acquisitions occurred at the beginning of 2000.
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 acquisitions been
completed for the periods presented, or that may be obtained in
the future.

|                            |         |      |         |      |  |   |         |      | 
|--------------------------- | ------- | ---- | ------- | ---- |  | - | ------- | ---- | 
|                            |         | 2001 |         | 2000
|                            |         |      |         |     
|Sales                       |         | $    | 3,063.5 |      |  | $ | 2,939.6 |     
|Net income                  |         |      | 7.7     |      |  |   | 15.0    |     
|Net income per common share |         |      |         |      |  |   |         |     
|                            | Basic   |      | $       | 0.15 |  |   | $       | 0.37 | 
|                            | Diluted |      |         | 0.14 |  |   |         | 0.34 | 

In January 2000, the Company acquired a
diagnostic manufacturing business based in Middletown, Virginia,
for $22.3 million in cash. The results of this business
have been included in the domestic distribution segment from the
date of acquisition. In January 1999, the Company acquired
Columbia Diagnostics Inc., a Virginia-based provider of
laboratory products and supplies to the healthcare industry,
which is included in the domestic distribution segment, and
Structured Computer Systems (SCS), a
Connecticut-based provider of

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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

procurement and materials management solutions to
businesses, which was included in the ProcureNet business of the
former technology segment. Fisher recorded a $5.2 million
write-off for in-process research and development costs related
to the acquisition of SCS. Net cash consideration paid for
acquisitions during 1999, including the remaining 10% of an
entity acquired in 1998, was approximately $34.4 million.



|         |                             
|-------- | ----------------------------
|NOTE 5  | Operations To Be Disposed Of

In December 1998, the Companys Board of
Directors approved a plan to dispose of the Companys
technology business segment through (i) a spinoff (the
Spinoff) of ProcureNet Inc.
(ProcureNet), the Companys outsourcing and
supply chain management technology business, and (ii) the
sale of UniKix Technology software business. As part of the
Spinoff, which was consummated on April 15, 1999, the
Company and ProcureNet entered into a transitional services
agreement pursuant to which Fisher provides ProcureNet with
certain management and other administrative services.

During the first quarter of 1999, ProcureNet
entered into debt obligations to Fisher totaling
$19 million. These notes bear interest at an annual rate of
9% and are due and payable on December 31, 2007. Subsequent
to the Spinoff, the Company fulfilled its credit commitment to
ProcureNet by providing an additional $3 million in debt
securities on terms similar to those of the existing notes. In
accordance with the terms of the securities and at the option of
ProcureNet, accrued interest of $1.1 million and
$1.7 million was converted to principal during 2000 and
1999, respectively. In the fourth quarter of 2000, the Company
recorded an impairment charge of $19.4 million in other
(income) expense to write down a portion of the outstanding
principal of the ProcureNet debt security. The charge was
triggered primarily by market conditions that adversely impacted
ProcureNets cash flows. The remaining balance of $5.4
million was based upon managements estimate of the fair
value of this debt security at December 31, 2000. The fair
value of the debt security was determined based upon a valuation
of the business using a discounted cash flow model.

On July 22, 1999, the Company completed the
sale of UniKix for cash proceeds of approximately
$5 million. A gain on the sale of $2.5 million was
recognized and is included in other (income) expense, net.

Revenues, costs and expenses, and cash flows of
the former technology segment have been excluded from their
respective captions in the Statement of Operations and Statement
of Cash Flows. These items have been reported as loss from
operations to be disposed of and net cash flows from
operations to be disposed of for the year ended
December 31, 1999.

The former technology segment, which includes the
results of operations of ProcureNet through April 15, 1999
and UniKix through July 22, 1999 had net sales of
$21.1 million and incurred a net loss of $11.3 million
during 1999. The operating loss in 1999 includes a
$5.2 million write-off for in-process research and
development costs related to the acquisition of SCS.



|         |                                    
|-------- | -----------------------------------
|NOTE 6  | Fair Value of Financial Instruments

The Companys financial instruments consist
primarily of cash in banks, accounts receivables, debt, interest
rate swaps and forward foreign currency contracts.

The carrying amounts for cash and cash
equivalents, accounts receivables, and short-term debt
approximate fair value due to the short-term nature of these
instruments. The carrying and fair values of long-term debt were
$956.1 million and $978.6 million, respectively at
December 31, 2001 and $991.1 million and
$951.1 million, respectively, at December 31, 2000.
The fair value of the long-term fixed rate debt was estimated
based on current quotes from bond traders making a market in the
debt instrument. The fair value of debt with variable rates
approximates the net carrying value. At December 31, 2001,
the Company had no outstanding forward foreign currency
contracts and at December 31, 2000, had outstanding forward
foreign currency contracts with notional amounts of
approximately $5 million. The fair value of these contracts
was insignificant at December 31, 2000. The Company also
had off-balance-sheet standby letters of credit with

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

notional amounts of $54.2 million and
$56.8 million with no unrealized gain or loss at
December 31, 2001 and 2000, respectively.

At December 31, 2001, the Company was a
party to five interest-rate swap agreements in which the Company
exchanged its floating-rate obligation on
(a) $40.0 million denominated in U.S. dollars for a
fixed-rate payment obligation of 5.669% per annum through
January 21, 2004, (b) $141.9 million denominated
in U.S. dollars for a fixed rate obligation of 5.669% per annum
through December 31, 2003, (c) $22.0 million
denominated in British pounds for a fixed-rate payment
obligation of 5.850% per annum through January 21, 2004,
and (d) $7.9 million denominated in Canadian dollars for a
fixed-rate payment obligation of 5.6675% per annum through
January 21, 2004. The notional amount of each interest-rate
swap agreement matches the repayment schedule of the Term
Facility through the maturity date of the respective interest
rate swap agreements (see Note 12  Debt).
In the unlikely event that the counter party fails to meet the
terms of the interest-rate swap agreement, the Companys
exposure is limited to the interest-rate differential on the
notional amount at each quarterly settlement period over the
life of the agreements. The Company does not anticipate
nonperformance by the counter party. The fair values of
interest-rate swap agreements are the estimated amounts that the
Company would pay or receive to terminate the agreements at the
reporting date, taking into account current interest rates, the
market expectation for future interest rates and the current
creditworthiness of the Company. The fair value of outstanding
interest-rate swap agreements as of December 31, 2001 and
2000, based upon quoted market prices, reflected an unrealized
loss of $9.6 million and an unrealized gain of
$0.6 million, respectively.

None of the Companys financial instruments
represents a concentration of credit risk as the Company deals
with a variety of major banks worldwide, and its accounts
receivable are spread among a number of customers and geographic
areas.



|         |                    
|-------- | -------------------
|NOTE 7  | Accounts Receivable

The following is a summary of accounts receivable
at December 31 (in millions):

|                                |                          |      |       |       |  |   |       |       | 
|------------------------------- | ------------------------ | ---- | ----- | ----- |  | - | ----- | ----- | 
|                                |                          | 2001 |       | 2000 
|                                |                          |      |       |      
|Gross accounts receivable       |                          | $    | 366.8 |       |  | $ | 331.8 |      
|Allowance for doubtful accounts |                          |      | (34.8 | )     |  |   | (35.0 | )    
|                                |                          |      |       |       |  |   |       |      
|                                | Accounts receivable, net |      | $     | 332.0 |  |   | $     | 296.8 | 
|                                |                          |      |       |       |  |   |       |      

The Companys receivables securities
facility (Receivables Securitization) provides for
the sale, on a revolving basis, of certain of the accounts
receivable of Fisher Scientific International Inc., a Delaware
limited liability corporation (FSII), to a special
purpose, bankruptcy remote subsidiary of FSII included in the
Companys consolidated financial statements. The parties
have entered into an agreement to transfer, on a revolving
basis, an undivided percentage ownership interest in a
designated pool of accounts receivable up to a maximum amount
based on a defined calculated percentage of the outstanding
accounts receivable balance. As collections reduce accounts
receivable included in the pool, new receivables are sold into
the pool. During 2001, the Company collected and reinvested, on
a revolving basis, approximately $812 million of
receivables. During 2000, the Company collected and reinvested,
on a revolving basis, approximately $475 million of
receivables and used $21.7 million of additional
collections to reduce this facility to zero at December 31,
2000. The special purpose subsidiary has the risk of credit loss
on the receivables and, accordingly, the full amount of the
allowance for doubtful accounts has been retained in the
Companys balance sheet. Under the terms of the Receivables
Securitization, FSII retains collection and administrative
responsibilities for the receivables in the pool. Due to the
short-term nature of the receivables, the Companys
retained interest in the pool during the year is valued at
historical cost which approximates fair value. The facility
expires in January 2003 and the effective interest rate is
approximately one month LIBOR plus an annual commitment fee of

33



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

50 basis points. The Company recorded
$3.8 million and $3.9 million of losses on the sale of
receivables as interest expense in the year ended
December 31, 2001 and 2000, respectively. The full amount
of the Receivables Securitization facility was available at
December 31, 2001 and 2000.



|         |            
|-------- | -----------
|NOTE 8  | Inventories

The following is a summary of inventories by
major category at December 31 (in millions):

|                  |       |      |       |       |  |   |       |       | 
|----------------- | ----- | ---- | ----- | ----- |  | - | ----- | ----- | 
|                  |       | 2001 |       | 2000 
|                  |       |      |       |      
|Raw material      |       | $    | 33.6  |       |  | $ | 28.8  |      
|Work in process   |       |      | 11.0  |       |  |   | 6.9   |      
|Finished products |       |      | 216.8 |       |  |   | 188.5 |      
|                  |       |      |       |       |  |   |       |      
|                  | Total |      | $     | 261.4 |  |   | $     | 224.2 | 
|                  |       |      |       |       |  |   |       |      

Inventories valued using the LIFO method amounted
to $150.9 million and $149.3 million at
December 31, 2001 and 2000, respectively, which were below
estimated replacement cost by approximately $30.8 million
and $26.7 million for the years ended December 31,
2001 and 2000, respectively.



|         |                     
|-------- | --------------------
|NOTE 9  | Other Current Assets

The following is a summary of other current
assets at December 31 (in millions):

|                      |       |      |      |      |  |   |      |      | 
|--------------------- | ----- | ---- | ---- | ---- |  | - | ---- | ---- | 
|                      |       | 2001 |      | 2000
|                      |       |      |      |     
|Deferred income taxes |       | $    | 60.8 |      |  | $ | 48.5 |     
|Other                 |       |      | 28.5 |      |  |   | 15.1 |     
|                      |       |      |      |      |  |   |      |     
|                      | Total |      | $    | 89.3 |  |   | $    | 63.6 | 
|                      |       |      |      |      |  |   |      |     



|          |                              
|--------- | -----------------------------
|NOTE 10  | Property, Plant and Equipment

The following is a summary of property, plant and
equipment by major class of asset at December 31 (in
millions):

|                                 |                                    |      |        |       |  |   |        |       | 
|-------------------------------- | ---------------------------------- | ---- | ------ | ----- |  | - | ------ | ----- | 
|                                 |                                    | 2001 |        | 2000 
|                                 |                                    |      |        |      
|Land, buildings and improvements |                                    | $    | 239.3  |       |  | $ | 185.8  |      
|Machinery, equipment and other   |                                    |      | 290.9  |       |  |   | 241.0  |      
|                                 |                                    |      |        |       |  |   |        |      
|                                 | Total                              |      |        | 530.2 |  |   |        | 426.8 | 
|Accumulated depreciation         |                                    |      | (208.1 | )     |  |   | (175.5 | )    
|                                 |                                    |      |        |       |  |   |        |      
|                                 | Property, plant and equipment, net |      |        | 322.1 |  |   | $      | 251.3 | 
|                                 |                                    |      |        |       |  |   |        |      



|          |                                       
|--------- | --------------------------------------
|NOTE 11  | Accrued and Other Current
	Liabilities

The following is a summary of accrued and other
current liabilities at December 31 (in millions):

|                   |       |      |       |       |  |   |      |       | 
|------------------ | ----- | ---- | ----- | ----- |  | - | ---- | ----- | 
|                   |       | 2001 |       | 2000 
|                   |       |      |       |      
|Wages and benefits |       | $    | 61.0  |       |  | $ | 32.6 |      
|Interest           |       |      | 25.7  |       |  |   | 24.4 |      
|Other              |       |      | 139.2 |       |  |   | 94.7 |      
|                   |       |      |       |       |  |   |      |      
|                   | Total |      | $     | 225.9 |  |   | $    | 151.7 | 
|                   |       |      |       |       |  |   |      |      

34



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)



|          |     
|--------- | ----
|NOTE 12  | Debt

The following is a summary of debt obligations at
December 31 (in millions):

|                                                                                                                   |                      |      |       |       |  |   |       |       | 
|------------------------------------------------------------------------------------------------------------------ | -------------------- | ---- | ----- | ----- |  | - | ----- | ----- | 
|                                                                                                                   |                      | 2001 |       | 2000 
|                                                                                                                   |                      |      |       |      
|9% Senior Subordinated Notes (net of a discount
	of $4.6 million and $5.4 million in 2001 and 2000,
	respectively) |                      | $    | 595.4 |       |  | $ | 594.6 |      
|Term Facility                                                                                                      |                      |      | 211.8 |       |  |   | 231.2 |      
|7 1/8% Notes (net of a discount of
	$0.6 million and $0.7 million in 2001 and 2000,
	respectively)                 |                      |      | 149.4 |       |  |   | 149.3 |      
|Other                                                                                                              |                      |      | 75.2  |       |  |   | 63.6  |      
|Less short-term debt                                                                                               |                      |      | (75.7 | )     |  |   | (47.6 | )    
|                                                                                                                   |                      |      |       |       |  |   |       |      
|                                                                                                                   | Total long-term debt |      | $     | 956.1 |  |   | $     | 991.1 | 
|                                                                                                                   |                      |      |       |       |  |   |       |      

The Term Facility consists of (a) a
$69.9 million tranche A term loan
(Tranche A), (b) a $84.2 million
tranche B term loan (Tranche B) and
(c) a $57.7 million tranche C term loan
(Tranche C). Of the $211.8 million
outstanding under the Term Facility, $181.9 million is
denominated in U.S. dollars, $22.0 million is denominated
in British pounds and $7.9 million is denominated in
Canadian dollars. Borrowings under the Term Facility and the
Companys $175 million revolving credit facility (the
Revolving Facility and together with the Term
Facility the Credit Facility) bear interest at a
range of rates, based upon the Companys leverage ratio,
equal to, at the Companys option, the following:
Tranche A and Revolving Facility, LIBOR plus 1.25% to 2.25%
or Prime Rate plus 0.25% to 1.25%; Tranche B, LIBOR plus
2.25% to 2.50% or Prime Rate plus 1.25% to 1.50%; and
Tranche C, LIBOR plus 2.50% to 2.75% or Prime Rate plus
1.50% to 1.75%. The Company also pays a commitment fee equal to
0.50% per annum of the undrawn portion of each lenders
commitment. Interest rates at December 31, 2001 were as
follows: Tranche A  3.13% (LIBOR plus 1.25%);
Tranche B  4.13% (LIBOR plus 2.25%); and
Tranche C  4.38% (LIBOR plus 2.50%). The
Revolving Facility expires in January 2004. The mandatory
repayment schedule of the Term Facility is as follows:
$30.5 million in 2002, $22.3 million in 2003, $62.7
million in 2004 and $96.3 million in 2005.

The obligations of Fisher and the subsidiary
borrowers under the Credit Facility are secured by substantially
all assets of the Company and its material domestic
subsidiaries. The obligations of Fisher and the subsidiary
borrowers are further guaranteed by Fisher and each material
domestic subsidiary of Fisher.

The Credit Facility contains covenants of the
Company and the subsidiary borrowers, including, without
limitation, certain financial covenants and restrictions on
(i) indebtedness, (ii) the sale of assets,
(iii) mergers, acquisitions and other business
combinations, (iv) minority investments, and (v) the
payment of cash dividends to shareholders. The financial
covenants include requirements to maintain certain levels of
interest coverage, debt to earnings before interest, taxes,
depreciation and amortization (EBITDA), minimum
EBITDA and a limit on capital expenditures. The Company is in
compliance with all covenants at December 31, 2001. Loans
under the Term Facility are required to be prepaid with 50% of
excess cash flow (as defined in the Credit Facility and subject
to certain limits as specified therein), certain equity
issuances of the Company, 100% of net-cash proceeds of certain
asset sales, certain insurance and condemnation proceeds, and
certain debt issuances of the Company.

On January 21, and November 20, 1998,
the Company issued $400 million and $200 million,
respectively, of 9% Senior Subordinated Notes. The 9% Senior
Subordinated Notes issued in January were issued at par while
the 9% Senior Subordinated Notes issued in November were issued
net of an approximate $7 million discount. The 9% Senior
Subordinated Notes will mature on February 1, 2008 with
interest payable semiannually in arrears on February 1 and
August 1 of each year. The 9% Notes are unsecured senior
subordinated obligations of the Company, subordinated in right
of payment to all existing and future senior

35



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

indebtedness and rank pari passuin light
of payment with all other existing and future senior
subordinated indebtedness of the Company. The 9% Notes are
redeemable at the option of the Company at any time after
February 1, 2003 at an initial redemption price of 104.5%,
declining ratably to par on or after February 1, 2006. Upon
a Change of Control Triggering Event (as defined in the
Indenture under which the 9% Notes are issued), the Company will
be required to make an offer to purchase all outstanding 9%
Notes at 101% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date of purchase.

The Indenture under which the 9% Notes are issued
contains covenants that restrict, among other things,
(i) the ability of the Company and its subsidiaries to
incur additional indebtedness, (ii) pay dividends or make
certain other restricted payments, (iii) merge or
consolidate with any other person, and (iv) make minority
investments, and contains other various covenants that are
customary for transactions of this type.

The Company also has outstanding
$150.0 million aggregate principal amount of 7 1/8%
Notes due December 15, 2005, which were sold on
December 18, 1995 at a price to the public equal to 99.184%
of principal bringing the effective interest rate to 7.5%.

Other debt outstanding at December 31, 2001
totaled $75.2 million, of which $42.9 million is
long-term in nature. This debt matures as follows:
$12.9 million in 2002, $5.5 million in 2003,
$2.3 million in 2004, $2.8 million in 2005,
$3.4 million in 2006, and $16.0 million thereafter.



|          |                              
|--------- | -----------------------------
|NOTE 13  | Commitments and Contingencies

The Company leases certain logistics, office, and
manufacturing facilities. The following is a summary of annual
future minimum lease and rental commitments under operating
leases as of December 31, 2001 (in millions):

|                           |  |   |       | 
|-------------------------- |  | - | ----- | 
|2002                       |  | $ | 24.0  | 
|2003                       |  |   | 18.7  | 
|2004                       |  |   | 14.5  | 
|2005                       |  |   | 13.3  | 
|2006                       |  |   | 12.2  | 
|Thereafter                 |  |   | 72.0  | 
|                           |  |   |       | 
|Net minimum lease payments |  | $ | 154.7 | 
|                           |  |   |       | 

Total rental expense included in the accompanying
statement of operations amounted to $20.5 million in 2001,
$17.6 million in 2000, and $18.4 million in 1999.

At December 31, 2001, the Company had
letters of credit outstanding totaling $54.2 million, which
primarily represent guarantees issued to local banks in support
of borrowings by foreign subsidiaries of the Company, guarantees
with respect to various insurance activities, as well as,
performance letters of credit issued in the normal course of
business.

There are various lawsuits and claims pending
against the Company involving contract, product liability and
other issues. In addition, the Company has assumed certain
insurance liabilities, including liabilities related to an
inactive insurance subsidiary, primarily related to certain
historical businesses of its former parent, including those
related to workers compensation, employers
liability, automobile, general and product liability. In view of
the Companys financial condition and the accruals
established for related matters, based on managements
knowledge to date, management does not believe that the ultimate
liability, if any, related to these matters will have a material
adverse effect on the Companys financial condition,
results of operations or cash flows.

36



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The Company is currently involved in various
stages of investigation and remediation related to environmental
protection matters. The Company cannot predict the potential
costs related to environmental matters and the possible impact
on future operations given the uncertainties regarding the
extent of the required cleanup, the complexity and
interpretation of applicable laws and regulations, the varying
costs of alternative cleanup methods and the extent of the
Companys responsibility. However, these costs could be
material. The Company records accruals for environmental
liabilities, based on current interpretations of environmental
laws and regulations when it is probable that a liability has
been incurred and the amount of such liability can be reasonably
estimated. The Company calculates estimates based upon reports
prepared by environmental specialists and managements
knowledge and experience with these environmental matters. The
Company includes in these estimates potential costs for
investigation, remediation and operation and maintenance of
cleanup sites. Accrued liabilities for environmental matters
were $29.8 million and $31.0 million at
December 31, 2001 and 2000, respectively.

Although these amounts do not include third-party
recoveries, the Company may be subject to indemnification from
third parties for liabilities relating to certain sites.
Management believes that this accrual is adequate for the
environmental liabilities the Company expects to incur. As a
result, the Company believes that the ultimate liability with
respect to environmental matters will not have a material
adverse effect on the Companys financial position, results
of operations or cash flows. However, the Company may be subject
to additional remedial or compliance costs due to future events,
such as changes in existing laws and regulations, changes in
agency direction or enforcement policies, developments in
remediation technologies or changes in the conduct of the
Companys operations, which could have a material adverse
effect on the Companys financial position, results of
operations or cash flows.



|          |                               
|--------- | ------------------------------
|NOTE 14  | Stockholders Equity (Deficit)

The preferred stock and the common stock of the
Company are each issuable in one or more series or classes, any
or all of which may have such voting powers, full or limited, or
no voting powers, and such designations, preferences and related
participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as are set
forth in the Restated Certificate of Incorporation of Fisher or
any amendment thereto, or in the resolution or resolutions
providing for the issue of such stock adopted by Fishers
Board of Directors, which is expressly authorized to set such
terms for any such issue. At December 31, 2001, the
Companys outstanding common stock included 4,035,290 of
nonvoting shares. At December 31, 2001, there were warrants
outstanding to purchase 2,583,315 shares of common stock at a
per share exercise price of $9.65.

On May 16, 2001, the stockholders of the
Company approved an amendment to the Restated Certificate of
Incorporation of the Company increasing the authorized number of
shares of common stock that may be issued from 100,000,000 to
500,000,000.



|          |                   
|--------- | ------------------
|NOTE 15  | Earnings Per Share

Net income per share is computed under Statement
of Financial Accounting Standards No. 128, Earnings
Per Share. Basic net income per share is computed by
dividing net income available for common stockholders by the
weighted average number of shares of common stock outstanding
during the period. Diluted net income per share is computed by
dividing net income available for common stockholders by the
weighted average number of shares of common stock outstanding,
including potential common shares from conversion of stock
options and warrants using the treasury stock method, if
dilutive.

37



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The following table sets forth basic and diluted
net income per share computational data for the periods
presented (in millions, except per share amounts):

|                                                                                           |  |                         |      |      |  |      |      |  |  |   |      | 
|------------------------------------------------------------------------------------------ |  | ----------------------- | ---- | ---- |  | ---- | ---- |  |  | - | ---- | 
|                                                                                           |  |                        
|                                                                                           |  | Year Ended December 31,
|                                                                                           |  |                        
|                                                                                           |  | 2001                    |      | 2000 |  | 1999
|                                                                                           |  |                         |      |      |  |     
|Net income available to common shareholders                                                |  | $                       | 16.4 |      |  | $    | 22.7 |  |  | $ | 23.4 | 
|                                                                                           |  |                         |      |      |  |      |      |  |  |   |      | 
|Weighted average common shares outstanding used
	in computing basic net income per share   |  |                         | 49.4 |      |  |      | 40.1 |  |  |   | 40.0 | 
|Common stock equivalent(a)                                                                 |  |                         | 3.6  |      |  |      | 4.3  |  |  |   | 2.8  | 
|                                                                                           |  |                         |      |      |  |      |      |  |  |   |      | 
|Weighted average common shares outstanding used
	in computing diluted net income per share |  |                         | 53.0 |      |  |      | 44.4 |  |  |   | 42.8 | 
|                                                                                           |  |                         |      |      |  |      |      |  |  |   |      | 
|Basic net income per share                                                                 |  | $                       | 0.33 |      |  | $    | 0.57 |  |  | $ | 0.59 | 
|                                                                                           |  |                         |      |      |  |      |      |  |  |   |      | 
|Diluted net income per share                                                               |  | $                       | 0.31 |      |  | $    | 0.51 |  |  | $ | 0.55 | 
|                                                                                           |  |                         |      |      |  |      |      |  |  |   |      | 



---



|    |  |                                                                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | The weighted average amount of outstanding
	antidilutive common stock options and warrants excluded from the
	computation of diluted net income per share was
	0.9 million, 0.2 million and 1.6 million at
	December 31, 2001, 2000 and 1999, respectively.



|          |             
|--------- | ------------
|NOTE 16  | Income Taxes

The domestic and foreign components of income
before income taxes are as follows (in millions):

|         |                            |                         |      |      |  |      |      |      |  |   |      |      | 
|-------- | -------------------------- | ----------------------- | ---- | ---- |  | ---- | ---- | ---- |  | - | ---- | ---- | 
|         |                            |                        
|         |                            | Year Ended December 31,
|         |                            |                        
|         |                            | 2001                    |      | 2000 |  | 1999
|         |                            |                         |      |      |  |     
|Domestic |                            | $                       | 0.6  |      |  | $    | 25.6 |      |  | $ | 44.1 |     
|Foreign  |                            |                         | 29.7 |      |  |      | 12.2 |      |  |   | 13.7 |     
|         |                            |                         |      |      |  |      |      |      |  |   |      |     
|         | Income before income taxes |                         | $    | 30.3 |  |      | $    | 37.8 |  |   | $    | 57.8 | 
|         |                            |                         |      |      |  |      |      |      |  |   |      |     

The components of the income tax provision are as
follows (in millions):

|                                       |         |                         |      |      |      |      |      |     |      |   |      |      |      | 
|-------------------------------------- | ------- | ----------------------- | ---- | ---- | ---- | ---- | ---- | --- | ---- | - | ---- | ---- | ---- | 
|                                       |         |                        
|                                       |         | Year Ended December 31,
|                                       |         |                        
|                                       |         | 2001                    |      | 2000 |      | 1999
|                                       |         |                         |      |      |      |     
|Current income tax expense:            |         |                         |      |      |      |      |      |     |      |   |      |     
|                                       | Federal |                         | $    |     |      |      | $    | 5.7 |      |   | $    | 8.9  |     
|                                       | State   |                         |      | 1.5  |      |      |      | 0.4 |      |   |      | (1.0 | )   
|                                       | Foreign |                         |      | 12.7 |      |      |      | 6.7 |      |   |      | 6.0  |     
|                                       |         |                         |      |      |      |      |      |     |      |   |      |     
|                                       |         | Total current           |      |      | 14.2 |      |      |     | 12.8 |   |      |      | 13.9 | 
|                                       |         |                         |      |      |      |      |      |     |      |   |      |     
|Deferred income tax expense (benefit): |         |                         |      |      |      |      |      |     |      |   |      |     
|                                       | Federal |                         |      | 0.6  |      |      |      | 1.5 |      |   |      | 8.3  |     
|                                       | State   |                         |      | (0.3 | )    |      |      | 0.1 |      |   |      | 6.5  |     
|                                       | Foreign |                         |      | (0.6 | )    |      |      | 0.7 |      |   |      | 5.7  |     
|                                       |         |                         |      |      |      |      |      |     |      |   |      |     
|                                       |         | Total deferred          |      |      | (0.3 | )    |      |     | 2.3  |   |      |      | 20.5 | 
|                                       |         |                         |      |      |      |      |      |     |      |   |      |     
|Total income tax provision             |         | $                       | 13.9 |      |      | $    | 15.1 |     |      | $ | 34.4 |     
|                                       |         |                         |      |      |      |      |      |     |      |   |      |     

38



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The principal items accounting for the
differences in taxes on income computed at the applicable U.S.
statutory rate and as recorded are as follows (in millions):

|                                                                                  |                      |                         |      |      |  |      |      |      |  |   |      |      | 
|--------------------------------------------------------------------------------- | -------------------- | ----------------------- | ---- | ---- |  | ---- | ---- | ---- |  | - | ---- | ---- | 
|                                                                                  |                      |                        
|                                                                                  |                      | Year Ended December 31,
|                                                                                  |                      |                        
|                                                                                  |                      | 2001                    |      | 2000 |  | 1999
|                                                                                  |                      |                         |      |      |  |     
|Taxes computed at statutory rate                                                  |                      | $                       | 10.6 |      |  | $    | 13.2 |      |  | $ | 20.2 |     
|Foreign taxes over (under) U.S. rate and foreign
	losses not tax benefitted (net) |                      |                         | (1.2 | )    |  |      | 0.4  |      |  |   | 4.8  |     
|State income taxes (net of federal benefit)                                       |                      |                         | 1.7  |      |  |      | 0.3  |      |  |   | 3.5  |     
|Nondeductible permanent items, net                                                |                      |                         | 2.8  |      |  |      | 2.4  |      |  |   | 6.0  |     
|Other                                                                             |                      |                         |     |      |  |      | (1.2 | )    |  |   | (0.1 | )   
|                                                                                  |                      |                         |      |      |  |      |      |      |  |   |      |     
|                                                                                  | Income tax provision |                         | $    | 13.9 |  |      | $    | 15.1 |  |   | $    | 34.4 | 
|                                                                                  |                      |                         |      |      |  |      |      |      |  |   |      |     

The tax effects of temporary items that gave rise
to significant portions of the deferred tax accounts are as
follows at December 31 (in millions):

|                          |                                                 |                                |       |       |       |   |      |       |       | 
|------------------------- | ----------------------------------------------- | ------------------------------ | ----- | ----- | ----- | - | ---- | ----- | ----- | 
|                          |                                                 | 2001                           |       | 2000 
|                          |                                                 |                                |       |      
|Deferred tax assets:      |                                                 |                                |       |       |       |   |      |      
|                          | Postretirement benefit costs other than pension |                                | $     | 24.4  |       |   | $    | 26.0  |      
|                          | Environmental accruals                          |                                |       | 11.8  |       |   |      | 12.2  |      
|                          | Operating loss                                  |                                |       | 53.3  |       |   |      | 34.4  |      
|                          | Accrued employee benefits                       |                                |       | 35.3  |       |   |      | 28.5  |      
|                          | Restructuring accruals                          |                                |       | 7.2   |       |   |      | 3.8   |      
|                          | Other items not deductible until paid           |                                |       | 55.6  |       |   |      | 48.3  |      
|                          |                                                 |                                |       |       |       |   |      |      
|                          | Gross deferred tax assets                       |                                |       | 187.6 |       |   |      | 153.2 |      
|                          | Less valuation allowance                        |                                |       | (35.7 | )     |   |      | (26.3 | )    
|                          |                                                 |                                |       |       |       |   |      |      
|                          |                                                 | Total deferred tax assets      |       |       | 151.9 |   |      |       | 126.9 | 
|                          |                                                 |                                |       |       |       |   |      |      
|Deferred tax liabilities: |                                                 |                                |       |       |       |   |      |      
|                          | Goodwill                                        |                                |       | 22.4  |       |   |      | 20.9  |      
|                          | Property, plant and equipment                   |                                |       | 12.4  |       |   |      | 11.4  |      
|                          | Other                                           |                                |       | 9.6   |       |   |      | 7.8   |      
|                          |                                                 |                                |       |       |       |   |      |      
|                          |                                                 | Total deferred tax liabilities |       |       | 44.4  |   |      |       | 40.1  | 
|                          |                                                 |                                |       |       |       |   |      |      
|Net deferred tax assets   |                                                 | $                              | 107.5 |       |       | $ | 86.8 |      
|                          |                                                 |                                |       |       |       |   |      |      

Deferred tax assets include the benefit of net
operating loss carryforwards subject to appropriate valuation
allowances. The Company evaluates the tax benefits of operating
loss carryforwards on an ongoing basis taking into consideration
such factors as the future reversals of existing taxable
temporary differences, projected future operating results, the
available carryforward period and other circumstances. At
December 31, 2001,

39



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

the Company had accumulated net operating loss
carryforwards for tax purposes expiring as follows (in millions):

|              |       |         |      |       |  |         |      |      |  |   |      |      | 
|------------- | ----- | ------- | ---- | ----- |  | ------- | ---- | ---- |  | - | ---- | ---- | 
|              |       | Foreign |      | State |  | Federal
|              |       |         |      |       |  |        
|2002          |       | $       | 1.8  |       |  | $       |     |      |  | $ |     |     
|2003          |       |         | 1.7  |       |  |         | 2.4  |      |  |   |     |     
|2004          |       |         | 1.8  |       |  |         | 4.2  |      |  |   |     |     
|2005          |       |         |     |       |  |         | 3.5  |      |  |   |     |     
|2006          |       |         |     |       |  |         | 3.7  |      |  |   |     |     
|2008          |       |         | 2.5  |       |  |         | 8.1  |      |  |   |     |     
|2009          |       |         | 0.1  |       |  |         | 12.0 |      |  |   |     |     
|2010          |       |         | 0.2  |       |  |         |     |      |  |   |     |     
|2011          |       |         | 2.4  |       |  |         | 0.1  |      |  |   |     |     
|2013          |       |         |     |       |  |         | 3.9  |      |  |   |     |     
|2014          |       |         |     |       |  |         | 6.3  |      |  |   |     |     
|2016          |       |         |     |       |  |         | 0.1  |      |  |   |     |     
|2018          |       |         |     |       |  |         | 13.3 |      |  |   |     |     
|2019          |       |         |     |       |  |         | 18.9 |      |  |   | 17.8 |     
|2021          |       |         |     |       |  |         | 1.0  |      |  |   | 10.9 |     
|No Expiration |       |         | 89.2 |       |  |         |     |      |  |   |     |     
|              |       |         |      |       |  |         |      |      |  |   |      |     
|              | Total |         | $    | 99.7  |  |         | $    | 77.5 |  |   | $    | 28.7 | 
|              |       |         |      |       |  |         |      |      |  |   |      |     

SFAS No. 109 requires that deferred tax
assets be reduced by a valuation allowance if it is more likely
than not that some portion or all of the deferred tax asset will
not be realized. The valuation allowances at December 31, 2001,
2000 and 1999 predominantly represent allowances against foreign
net operating losses which are not anticipated to result in
future tax benefits.

Undistributed earnings of the Companys
foreign subsidiaries amounted to approximately $53 million
at December 31, 2001. Upon distribution of those earnings
in the form of dividends or otherwise, the Company would be
subject to both U.S. income taxes (subject to an adjustment for
foreign tax credits) and withholding taxes payable to the
various foreign countries. The Company intends to periodically
make distributions from its foreign subsidiaries to its U.S.
parent. These distributions will only be made at such time that
they are deemed to be tax efficient. The Company does not
anticipate any additional U.S. tax liability above that which
has previously been recorded.



|          |                    
|--------- | -------------------
|NOTE 17  | Retirement Benefits

The Company has defined benefit pension plans
available to substantially all employees that are either fully
paid for by the Company or provide for mandatory employee
contributions as a condition of participation. Under the cash
balance plan in the United States, a participating employee
accumulates a cash balance account which is credited monthly
with an allocation equal to 3.5% of compensation and interest.
The Companys funding policy is to contribute annually the
statutorily required minimum amount as actuarially determined.

The Company, generally at its own discretion,
provides a postretirement health care program that is
administered by the Company to employees who elect to and are
eligible to participate. Fisher funds a portion of the costs of
this program on a self-insured and insured-premium basis and,
for the years ended December 31, 2001, 2000, and 1999, made
payments totaling $1.8 million, $2.1 million and
$1.7 million, respectively.

40



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The changes in benefit obligations and plan
assets were as follows at December 31 (in millions):

|                                        |                                 |                  |       |                |   |       |       |       |   |   |      |      |   |   |      |      |  
|--------------------------------------- | ------------------------------- | ---------------- | ----- | -------------- | - | ----- | ----- | ----- | - | - | ---- | ---- | - | - | ---- | ---- | -
|                                        |                                 |                  |       |                |   |      
|                                        |                                 |                  |       |                |   | Other
|                                        |                                 |                  |       | Postretirement
|                                        |                                 | Pension Benefits |       | Benefits      
|                                        |                                 |                  |       |               
|                                        |                                 | 2001             |       | 2000           |   | 2001  |       | 2000 
|                                        |                                 |                  |       |                |   |       |       |      
|Change in benefit obligation            |                                 |                  |       |                |   |       |       |       |   |   |      |      |   |   |      |     
|Benefit obligation at beginning of year |                                 | $                | 244.5 |                |   | $     | 238.6 |       |   | $ | 24.0 |      |   | $ | 26.9 |     
|                                        | Service costs                   |                  |       | 10.7           |   |       |       | 9.0   |   |   |      | 0.4  |   |   |      | 0.4  |  
|                                        | Interest costs                  |                  |       | 17.0           |   |       |       | 16.4  |   |   |      | 1.6  |   |   |      | 1.6  |  
|                                        | Plan participants contribution |                  |       | 0.6            |   |       |       | 0.7   |   |   |      |     |   |   |      |     |  
|                                        | Plan amendment                  |                  |       |               |   |       |       | 0.1   |   |   |      |     |   |   |      | (1.8 | )
|                                        | Actuarial (gain) loss           |                  |       | 6.5            |   |       |       | 0.4   |   |   |      | (0.9 | ) |   |      | (0.6 | )
|                                        | Benefits paid                   |                  |       | (17.1          | ) |       |       | (17.2 | ) |   |      | (1.8 | ) |   |      | (2.1 | )
|                                        | Currency translation adjustment |                  |       | (1.6           | ) |       |       | (3.5  | ) |   |      | (0.1 | ) |   |      | (0.4 | )
|                                        |                                 |                  |       |                |   |       |       |       |   |   |      |      |   |   |      |     
|Benefit obligation at end of year       |                                 | $                | 260.6 |                |   | $     | 244.5 |       |   | $ | 23.2 |      |   | $ | 24.0 |     
|                                        |                                 |                  |       |                |   |       |       |       |   |   |      |      |   |   |      |     

|                                               |                                 |                  |       |       |   |   |       |       |   |  |  |  |  |  |  |  | 
|---------------------------------------------- | ------------------------------- | ---------------- | ----- | ----- | - | - | ----- | ----- | - |  |  |  |  |  |  |  | 
|                                               |                                 |                  |       |       |   |  
|                                               |                                 | Pension Benefits |       |       |   |  
|                                               |                                 |                  |       |       |   |  
|                                               |                                 | 2001             |       | 2000  |   |   |       |      
|                                               |                                 |                  |       |       |   |   |       |      
|Change in plan assets                          |                                 |                  |       |       |   |   |       |       |   |  |  |  |  |  |  | 
|Fair value of plan assets at beginning of year |                                 | $                | 317.8 |       |   | $ | 276.9 |       |   |  |  |  |  |  |  | 
|                                               | Actual return on plan assets    |                  |       | (40.6 | ) |   |       | 59.5  |   |  |  |  |  |  |  |  | 
|                                               | Employer contribution           |                  |       | 1.6   |   |   |       | 2.1   |   |  |  |  |  |  |  |  | 
|                                               | Plan participants contribution |                  |       | 0.6   |   |   |       | 0.7   |   |  |  |  |  |  |  |  | 
|                                               | Benefits paid                   |                  |       | (17.1 | ) |   |       | (17.2 | ) |  |  |  |  |  |  |  | 
|                                               | Currency translation adjustment |                  |       | (2.3  | ) |   |       | (4.2  | ) |  |  |  |  |  |  |  | 
|                                               |                                 |                  |       |       |   |   |       |       |   |  |  |  |  |  |  | 
|Fair value of plan assets at end of year       |                                 | $                | 260.0 |       |   | $ | 317.8 |       |   |  |  |  |  |  |  | 
|                                               |                                 |                  |       |       |   |   |       |       |   |  |  |  |  |  |  | 

The funded status of the Companys pension
and postretirement programs was as follows at December 31
(in millions):

|                                                   |  |                  |      |                |  |       |       |      |  |   |       |   |  |   |       |  
|-------------------------------------------------- |  | ---------------- | ---- | -------------- |  | ----- | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                   |  |                  |      |                |  |      
|                                                   |  |                  |      |                |  | Other
|                                                   |  |                  |      | Postretirement
|                                                   |  | Pension Benefits |      | Benefits      
|                                                   |  |                  |      |               
|                                                   |  | 2001             |      | 2000           |  | 2001  |       | 2000
|                                                   |  |                  |      |                |  |       |       |     
|Funded status                                      |  | $                | (0.6 | )              |  | $     | 73.3  |      |  | $ | (23.2 | ) |  | $ | (24.0 | )
|Unrecognized net actuarial (gain) loss             |  |                  | 9.3  |                |  |       | (65.5 | )    |  |   | (28.2 | ) |  |   | (28.8 | )
|Unrecognized prior service costs                   |  |                  | (4.6 | )              |  |       | (5.1  | )    |  |   | (9.2  | ) |  |   | (11.4 | )
|Unrecognized net transition obligation             |  |                  | 0.2  |                |  |       | 0.1   |      |  |   |      |   |  |   |      |  
|Adjustment required to recognize minimum liability |  |                  | (2.4 | )              |  |       | (3.0  | )    |  |   |      |   |  |   |      |  
|                                                   |  |                  |      |                |  |       |       |      |  |   |       |   |  |   |       |  
|Accrued benefit asset (liability)                  |  | $                | 1.9  |                |  | $     | (0.2  | )    |  | $ | (60.6 | ) |  | $ | (64.2 | )
|                                                   |  |                  |      |                |  |       |       |      |  |   |       |   |  |   |       |  

41



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The net periodic pension costs and postretirement
health care benefit income includes the following components for
the years ended December 31 (in millions):

|                                                  |                                    |                  |       |                |   |      |       |       |   |      |       |      |  |   |      |      |   |   |      |      |   |   |      |      |  
|------------------------------------------------- | ---------------------------------- | ---------------- | ----- | -------------- | - | ---- | ----- | ----- | - | ---- | ----- | ---- |  | - | ---- | ---- | - | - | ---- | ---- | - | - | ---- | ---- | -
|                                                  |                                    |                  |       |                |   |      |       |      
|                                                  |                                    |                  |       |                |   |      |       | Other
|                                                  |                                    |                  |       | Postretirement
|                                                  |                                    | Pension Benefits |       | Benefits      
|                                                  |                                    |                  |       |               
|                                                  |                                    | 2001             |       | 2000           |   | 1999 |       | 2001  |   | 2000 |       | 1999
|                                                  |                                    |                  |       |                |   |      |       |       |   |      |       |     
|Components of net periodic benefit cost
	(income) |                                    |                  |       |                |   |      |       |       |   |      |       |      |  |   |      |      |   |   |      |      |   |   |      |     
|Service cost                                      |                                    | $                | 10.7  |                |   | $    | 9.0   |       |   | $    | 9.5   |      |  | $ | 0.4  |      |   | $ | 0.4  |      |   | $ | 0.4  |     
|Interest cost                                     |                                    |                  | 17.0  |                |   |      | 16.4  |       |   |      | 15.1  |      |  |   | 1.6  |      |   |   | 1.6  |      |   |   | 1.8  |     
|Expected return on plan assets                    |                                    |                  | (25.6 | )              |   |      | (23.2 | )     |   |      | (21.2 | )    |  |   |     |      |   |   |     |      |   |   |     |     
|Amortization of unrecognized net (gain) loss      |                                    |                  | 0.2   |                |   |      |      |       |   |      | 0.2   |      |  |   | (2.2 | )    |   |   | (2.4 | )    |   |   | (2.1 | )   
|Amortization of unrecognized prior service cost   |                                    |                  | (0.5  | )              |   |      | (0.6  | )     |   |      | (0.6  | )    |  |   | (2.2 | )    |   |   | (2.2 | )    |   |   | (2.1 | )   
|Amortization of unrecognized net transition asset |                                    |                  | (0.1  | )              |   |      | (0.8  | )     |   |      | (0.9  | )    |  |   |     |      |   |   |     |      |   |   |     |     
|Recognized net actuarial (gain) loss              |                                    |                  | (0.3  | )              |   |      |      |       |   |      |      |      |  |   | 0.6  |      |   |   |     |      |   |   |     |     
|Settlement/ curtailment (gain) loss               |                                    |                  | (1.8  | )              |   |      | (1.0  | )     |   |      |      |      |  |   |     |      |   |   |     |      |   |   | 0.1  |     
|                                                  |                                    |                  |       |                |   |      |       |       |   |      |       |      |  |   |      |      |   |   |      |      |   |   |      |     
|                                                  | Net periodic benefit (income) cost |                  | $     | (0.4           | ) |      | $     | (0.2  | ) |      | $     | 2.1  |  |   | $    | (1.8 | ) |   | $    | (2.6 | ) |   | $    | (1.9 | )
|                                                  |                                    |                  |       |                |   |      |       |       |   |      |       |      |  |   |      |      |   |   |      |      |   |   |      |     

In 1993, the Company amended certain of its
existing postretirement health care programs creating an
unrecognized prior service benefit. The unrecognized prior
service benefit is being amortized over approximately
13 years.

The development of the net periodic pension cost
and the projected benefit obligation was based upon the
following assumptions:

|                                                  |  |      |      |      |  |      |      |   |  |  |      |  
|------------------------------------------------- |  | ---- | ---- | ---- |  | ---- | ---- | - |  |  | ---- | -
|                                                  |  | 2001 |      | 2000 |  | 1999
|                                                  |  |      |      |      |  |     
|Discount rate                                     |  |      | 7.25 | %    |  |      | 7.50 | % |  |  | 7.50 | %
|Average rate of increase in employee compensation |  |      | 4.00 | %    |  |      | 4.00 | % |  |  | 4.00 | %
|Expected long-term rate of return on assets       |  |      | 9.75 | %    |  |      | 9.75 | % |  |  | 9.75 | %

The date used to measure plan assets and
liabilities was October 31 in each year. Plan assets are
invested primarily in stocks, bonds, short-term securities and
cash equivalents.

The weighted average discount rate used in
determining the accumulated postretirement health care benefit
obligation was 7.25% for December 31, 2001 and 7.5% for
December 31, 2000 and 1999, respectively. A 7.75% annual
rate of increase in per capita cost of covered health care
benefits was assumed for 2001 which gradually decreases to an
average ultimate rate of 7.25%. Because of limitations on the
Companys contributions under the amended health care
program, changes in the health care trend rate assumption do not
have a significant effect on the amounts reported. To
illustrate, a change in the assumed health care cost trend rate
by 1 percentage point effective January 2001 would change
the accumulated postretirement benefit obligation as of
December 31, 2001 by approximately $0.6 million and
the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for the year ended
December 31, 2001 by approximately $0.1 million.

The Company also maintains a defined contribution
savings and profit sharing plan (the Plan). The Plan
allows eligible employees to participate after six months and
500 hours of service. Participants may elect to contribute
between 1% and 15% of their annual compensation as defined in
the Plan. The Company is obligated to contribute an amount equal
to 25% of each employees basic contribution, as defined,
and may, at the discretion of the Company, contribute additional
amounts. For the years ended December 31, 2001, 2000 and
1999 the Companys contributions to the Plan were
$3.8 million, $4.1 million, and $4.2 million,
respectively.

42



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)



|          |                      
|--------- | ---------------------
|NOTE 18  | Stock and Other Plans

Stock
Plans

In May of 2001 the Board of Directors approved
and adopted the Fisher 2001 Equity and Incentive Plan
(2001 Plan). Under the 2001 Plan, the Company may
grant up to 8,000,000 shares of common stock. Awards under the
2001 Plan may be made in the form of incentive stock options,
non-qualified stock options, other stock based awards, including
but not limited to restricted stock units or dividend payments.
No more than 3,000,000 shares of common stock may be awarded in
respect to options, restricted stock, restricted stock units or
other stock-based awards to any individual under the 2001 Plan.
Options granted have a term of ten years and generally vest over
three years. The exercise price of any option will not be
granted at less than the fair market value of the common stock
on the date of the grant.

Under the Companys 1998 Equity and
Incentive Plan (1998 Plan), the Company may grant up
to an aggregate of 10,000,000 shares of stock. At
December 31, 2001, 5,721,000 shares are available for
grant. Awards under the 1998 Plan were authorized to be made in
the form of options (whether incentive or otherwise), stock
appreciation rights, restricted stock, dividend equivalents and
other stock- based awards. Options granted have a term of ten
years and generally vest either over a three to five year period
in equal installments or in one installment nine years from the
date of grant, unless sooner vested upon the achievement of
certain performance targets and other factors. The Company has
also granted options to purchase 758,333 shares of Common Stock
having a ten year term and vesting five to nine years from the
date of grant, unless sooner vested upon the achievement of
certain performance targets or unless put to the
Company by the executive or called by the Company in
accordance with the terms of the respective grant agreements.
The total put and/or call rights are
limited to $14.5 million plus interest, of which
$4.5 million expired during 2000 in accordance with the
terms of the option agreement and was reclassified from other
liabilities to equity. Options have generally been granted at
fair market value. The exercise price of all options outstanding
on April 15, 1999 was reduced by $0.15 per share as a
result of the Spinoff of ProcureNet (see Note 5 
Operations To Be Disposed Of). During 2000, the Company
recorded a noncash compensation expense of $3.7 million in
selling, general and administrative expense relating to a
one-time change in the terms of certain stock options.

A summary of the status of the Companys
stock option plans at December 31, 2001, 2000, and 1999 and
changes during the years then ended is presented in the
following table:

|                                               |  |        |        |          |  |        |       |          |  |        |       |          |  |   |       |  |  |  |       |   |  |   |       | 
|---------------------------------------------- |  | ------ | ------ | -------- |  | ------ | ----- | -------- |  | ------ | ----- | -------- |  | - | ----- |  |  |  | ----- | - |  | - | ----- | 
|                                               |  |        |        |          |  |       
|                                               |  | 2001   |        | 2000     |  | 1999  
|                                               |  |        |        |          |  |       
|                                               |  |        |        | Weighted |  |        |       | Weighted |  |        |       | Weighted
|                                               |  |        |        | Average  |  |        |       | Average  |  |        |       | Average 
|                                               |  | Shares |        | Exercise |  | Shares |       | Exercise |  | Shares |       | Exercise
|                                               |  | (000)  |        | Price    |  | (000)  |       | Price    |  | (000)  |       | Price   
|                                               |  |        |        |          |  |        |       |          |  |        |       |         
|Outstanding at beginning of year               |  |        | 7,393  |          |  | $      | 15.68 |          |  |        | 6,950 |          |  | $ | 14.07 |  |  |  | 7,269 |   |  | $ | 14.47 | 
|Granted                                        |  |        | 3,253  |          |  |        | 26.38 |          |  |        | 920   |          |  |   | 28.73 |  |  |  | 523   |   |  |   | 19.03 | 
|Exercised                                      |  |        | (309   | )        |  |        | 10.71 |          |  |        | (36   | )        |  |   | 9.64  |  |  |  | (23   | ) |  |   | 9.64  | 
|Canceled / Expired / Forfeited                 |  |        | (2,750 | )        |  |        | 21.08 |          |  |        | (441  | )        |  |   | 16.46 |  |  |  | (819  | ) |  |   | 19.61 | 
|                                               |  |        |        |          |  |        |       |          |  |        |       |          |  |   |       |  |  |  |       |   |  |   |       | 
|Outstanding at end of year                     |  |        | 7,587  |          |  | $      | 18.45 |          |  |        | 7,393 |          |  | $ | 15.68 |  |  |  | 6,950 |   |  | $ | 14.07 | 
|                                               |  |        |        |          |  |        |       |          |  |        |       |          |  |   |       |  |  |  |       |   |  |   |       | 
|Exercisable at end of year                     |  |        | 4,034  |          |  | $      | 11.54 |          |  |        | 2,500 |          |  | $ | 10.73 |  |  |  | 1,103 |   |  | $ | 9.68  | 
|Weighted average fair value of options granted |  |        |        |          |  | $      | 13.16 |          |  |        |       |          |  | $ | 9.27  |  |  |  |       |   |  | $ | 5.04  | 

43



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

The following table summarizes information about
stock options outstanding at December 31, 2001.

|               |               |                     |  |                     |       |                |  |             |     |                |  |   |       |  |  |  |       |  |  |   |       | 
|-------------- | ------------- | ------------------- |  | ------------------- | ----- | -------------- |  | ----------- | --- | -------------- |  | - | ----- |  |  |  | ----- |  |  | - | ----- | 
|               |               |                     |  |                    
|               |               | Options Outstanding |  | Options Exercisable
|               |               |                     |  |                    
|               |               | Number              |  | Weighted Average    |       | Weighted       |  | Number      |     | Weighted      
|Range of       |               | Outstanding         |  | Remaining           |       | Average        |  | Exercisable |     | Average       
|Exercise Price |               | (000)               |  | Contractual Life    |       | Exercise Price |  | (000)       |     | Exercise Price
|               |               |                     |  |                     |       |                |  |             |     |               
|$              | 7.00  $11.00 |                     |  |                     | 3,383 |                |  |             | 6.1 |                |  | $ | 9.50  |  |  |  | 3,383 |  |  | $ | 9.50  | 
|               | 11.01  15.00 |                     |  |                     | 74    |                |  |             | 6.6 |                |  |   | 12.84 |  |  |  | 74    |  |  |   | 12.84 | 
|               | 15.01  18.00 |                     |  |                     | 174   |                |  |             | 6.9 |                |  |   | 17.44 |  |  |  | 174   |  |  |   | 17.44 | 
|               | 18.01  22.00 |                     |  |                     | 301   |                |  |             | 8.0 |                |  |   | 20.58 |  |  |  | 152   |  |  |   | 20.62 | 
|               | 22.01  26.00 |                     |  |                     | 2,087 |                |  |             | 9.2 |                |  |   | 24.07 |  |  |  | 124   |  |  |   | 24.34 | 
|               | 26.01  30.00 |                     |  |                     | 1,377 |                |  |             | 8.7 |                |  |   | 29.72 |  |  |  |      |  |  |   |      | 
|               | 31.01  34.00 |                     |  |                     | 126   |                |  |             | 8.7 |                |  |   | 32.73 |  |  |  | 86    |  |  |   | 32.39 | 
|               | 34.01  38.00 |                     |  |                     | 64    |                |  |             | 6.1 |                |  |   | 36.76 |  |  |  | 40    |  |  |   | 36.91 | 
|               | 38.01  42.00 |                     |  |                     | 1     |                |  |             | 8.2 |                |  |   | 42.00 |  |  |  | 1     |  |  |   | 42.00 | 
|               |               |                     |  |                     |       |                |  |             |     |                |  |   |       |  |  |  |       |  |  |   |       | 
|               |               |                     |  |                     | 7,587 |                |  |             |     |                |  |   |       |  |  |  | 4,034 |  |  |   |       | 
|               |               |                     |  |                     |       |                |  |             |     |                |  |   |       |  |  |  |       |  |  |   |       | 

Restricted
Unit Plan

Pursuant to the restricted unit plan of Fisher,
each non-employee director of the Company received a one-time
grant of 25,000 units upon becoming a director of the Company.
The units represent the right to receive an equivalent number of
shares of common stock upon separation from service as a member
of the Board of Directors, subject to certain restrictions. The
units are subject to certain transfer restrictions for a
specified period during which the director has the right to
receive dividends. The units vest 25% for each year of service.
Unvested units are generally forfeited if the director ceases to
be a non-employee director prior to the end of the restricted
period.

SFAS 123 Pro
Forma Disclosures

Had compensation cost for options been based upon
fair value determined under SFAS No. 123, the
Companys 2001, 2000, and 1999 net income would have been
$31.3 million, $20.4 million, and $20.3 million,
respectively, with basic earnings per share of $0.63 for 2001
and of $0.51 for both 2000 and 1999, and diluted earnings per
share of $0.59, $0.46, and $0.47, for 2001, 2000, and 1999,
respectively. The fair value of each option grant is estimated
on the date of grant using a Black-Scholes option pricing model
with the following weighted average assumptions used for grants
in 2001, 2000, and 1999: risk-free interest rates of
approximately 4.5%, 6.0%, and 6.6%, respectively, annual
dividend of $0; expected lives of 5 years and expected
volatility of 51%, 55%, and 48%, respectively.



|          |                                
|--------- | -------------------------------
|NOTE 19  | Restructuring and Other Charges

During the first quarter of 2001, Fisher adopted
and commenced implementation of a streamlining plan (the
First Quarter Plan) aimed at improving operations,
largely through office, warehouse and manufacturing facility
consolidations and the discontinuance of certain product lines.
As a result of these actions, the Company recorded a
restructuring charge of $18.1 million. The restructuring charge
reflects $10.9 million related to estimated employee
separation costs and $7.2 million of exit costs. The charge
for employee separation arrangements relates to termination and
other severance costs associated with 518 salaried and hourly
employees severed as part of this plan. The exit costs represent
primarily lease-cancellation costs and costs associated with the
discontinuance of certain product lines.

44



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

During the fourth quarter of 2001, Fisher
commenced implementation of a plan focused on further
integration of the international operations and recent
acquisitions and the continued streamlining of the domestic
operations, including the consolidation of certain distribution
centers (the Fourth Quarter Plan). As a result of
these actions, the Company recorded a restructuring charge of
$8.9 million. The restructuring charge reflects $7.4
million related to estimated employee separation costs and
$1.5 million of exit costs. The charge for employee
separation arrangements relates to the termination and other
severance costs associated with 262 salaried and hourly
employees severed as part of this plan. The exit costs represent
primarily lease cancellation costs. During the fourth quarter of
2001 the Company also reversed $0.8 million of excess
accruals remaining from restructuring charges recorded in years
prior to 2001.

The following table summarizes the recorded
accruals and activity related to the First Quarter Plan and
Fourth Quarter Plan (collectively the 2001 Plan) (in
millions):

|          |                                 |             |   |            |  |       |   |     |  |  |   |      | 
|--------- | ------------------------------- | ----------- | - | ---------- |  | ----- | - | --- |  |  | - | ---- | 
|          |                                 | Employee    |   | Other      |  |      
|          |                                 | Separations |   | Exit Costs |  | Total
|          |                                 |             |   |            |  |      
|2001 Plan |                                 |             |   |            |  |       |   |     |  |  |   |     
|          | Restructuring charge            |             | $ | 18.3       |  |       | $ | 8.7 |  |  | $ | 27.0 | 
|          | Less cash payments              |             |   | 8.7        |  |       |   | 4.6 |  |  |   | 13.3 | 
|          | Less noncash items              |             |   |           |  |       |   | 0.3 |  |  |   | 0.3  | 
|          |                                 |             |   |            |  |       |   |     |  |  |   |     
|          | Balance as of December 31, 2001 |             | $ | 9.6        |  |       | $ | 3.8 |  |  | $ | 13.4 | 
|          |                                 |             |   |            |  |       |   |     |  |  |   |     

In connection with the May 2001 stock
offering process, the Company accelerated the vesting of options
to purchase approximately 2.3 million shares of common
stock having an average exercise price of $20.85 per share.
These options were then converted into the right to receive
approximately 1.0 million shares of common stock, issued
and deposited into a rabbi trust. The number of shares issued
was determined by dividing the spread value of the
option (the difference between the last reported sale price on
March 30, 2001 of $35.44, the date of the transaction, and
the exercise price of the option) by $35.44. As a result of
these transactions the Company recorded a primarily noncash
compensation charge of $33.5 million during the first
quarter of 2001.

In 2000, the Company recorded a restructuring
credit of $2.0 million for the reversal of prior year
restructuring accruals due to actual costs being lower than
originally estimated. The restructuring credit related to the
domestic distribution and international distribution segments
equally.

In 1999, the Company recorded a $1.5 million
net restructuring credit, which consisted of a $2.1 million
restructuring charge related to its long-term restructuring plan
and a $3.6 million reversal of prior period restructuring
charges due to revised estimates. The charge reflected
consolidation and downsizing of the Companys German
operations, which are included in the international distribution
segment. The charge resulted from a plan that was adopted in
December 1999. The charge related to severance and related costs
for the termination of approximately 22 warehouse, customer
service, and sales employees. At December 31, 2001, no balance
remains accrued for this restructuring plan. The $3.6 million
reversal of prior period restructuring charges was comprised of
a $3.0 million reduction of severance due to organizational
changes and voluntary separations that occurred during 1999
which were not anticipated in prior periods and a
$0.6 million reduction due to revised estimates for the
closing of logistics centers in the United States.



|          |                                                
|--------- | -----------------------------------------------
|NOTE 20  | Segment and Geographical Financial
	Information

The Company reports financial results on the
basis of three business 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

45



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

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. Until 1999,
the Company operated a fourth segment, technology.

Selected business segment financial information
for the years ended December 31, 2001, 2000, and 1999 is
shown below (in millions):

|                                          |                   |       |         |                        |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |       | 
|----------------------------------------- | ----------------- | ----- | ------- | ---------------------- |  | ---- | ------- | ------- |  | ---- | ------- | ------- |  | - | ----- | ----- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                                          |                   |       |         |                       
|                                          |                   | Sales |         | Income from Operations
|                                          |                   |       |         |                       
|                                          |                   | 2001  |         | 2000                   |  | 1999 |         | 2001    |  | 2000 |         | 1999   
|                                          |                   |       |         |                        |  |      |         |         |  |      |         |        
|Domestic distribution                     |                   | $     | 2,439.9 |                        |  | $    | 2,187.3 |         |  | $    | 2,015.4 |         |  | $ | 173.4 |       |  | $ | 149.8 |       |  | $ | 131.8 |      
|International distribution                |                   |       | 425.4   |                        |  |      | 418.5   |         |  |      | 446.9   |         |  |   | 13.6  |       |  |   | 11.5  |       |  |   | 6.3   |      
|Laboratory workstations                   |                   |       | 178.6   |                        |  |      | 165.2   |         |  |      | 192.0   |         |  |   | 4.9   |       |  |   | 3.5   |       |  |   | 25.4  |      
|Technology                                |                   |       |        |                        |  |      |        |         |  |      |        |         |  |   |      |       |  |   |      |       |  |   | (6.1  | )    
|Eliminations                              |                   |       | (163.9  | )                      |  |      | (148.7  | )       |  |      | (139.8  | )       |  |   | 0.4   |       |  |   | (0.1  | )     |  |   | 0.6   |      
|                                          |                   |       |         |                        |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |      
|                                          | Segment sub-total |       |         | 2,880.0                |  |      |         | 2,622.3 |  |      |         | 2,514.5 |  |   |       | 192.3 |  |   |       | 164.7 |  |   |       | 158.0 | 
|Restructuring and other charges (credits) |                   |       |        |                        |  |      |        |         |  |      |        |         |  |   | 59.7  |       |  |   | (2.0  | )     |  |   | (1.5  | )    
|Nonrecurring charges                      |                   |       |        |                        |  |      |        |         |  |      |        |         |  |   | 1.5   |       |  |   | 10.4  |       |  |   | 12.7  |      
|                                          |                   |       |         |                        |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |      
|                                          | Total             |       | $       | 2,880.0                |  |      | $       | 2,622.3 |  |      | $       | 2,514.5 |  |   | $     | 131.1 |  |   | $     | 156.3 |  |   | $     | 146.8 | 
|                                          |                   |       |         |                        |  |      |         |         |  |      |         |         |  |   |       |       |  |   |       |       |  |   |       |      

Income from operations is revenue less related
direct and allocated expenses. External customer sales of the
domestic distribution segment were $2,281 million,
$2,045 million, and $1,882 million for 2001, 2000 and
1999, respectively. Intercompany sales and transfers between
segments were not material for 2001, 2000, or 1999.

The domestic distribution, international
distribution and laboratory workstations segments accounted for
$19.6 million, $6.5 million and $0.1 million,
respectively, of the 2001 restructuring and other charges. In
addition, the Company accelerated the vesting of common stock
options and recorded a primarily non-cash compensation charge of
$33.5 million in 2001 not allocated by segment.

|                           |       |        |         |                      |  |                  |       |         |  |      |       |         |  |      |      |      |  |      |      |      |  |   |      |      |  |   |      |      |  |   |      |      |  |   |      |      | 
|-------------------------- | ----- | ------ | ------- | -------------------- |  | ---------------- | ----- | ------- |  | ---- | ----- | ------- |  | ---- | ---- | ---- |  | ---- | ---- | ---- |  | - | ---- | ---- |  | - | ---- | ---- |  | - | ---- | ---- |  | - | ---- | ---- | 
|                           |       |        |         |                      |  |                  |       |         |  |      |       |         |  |     
|                           |       |        |         |                      |  | Depreciation and
|                           |       | Assets |         | Capital Expenditures |  | Amortization    
|                           |       |        |         |                      |  |                 
|                           |       | 2001   |         | 2000                 |  | 1999             |       | 2001    |  | 2000 |       | 1999    |  | 2001 |      | 2000 |  | 1999
|                           |       |        |         |                      |  |                  |       |         |  |      |       |         |  |      |      |      |  |     
|Domestic distribution      |       | $      | 1,331.7 |                      |  | $                | 848.4 |         |  | $    | 787.2 |         |  | $    | 30.1 |      |  | $    | 19.4 |      |  | $ | 22.9 |      |  | $ | 55.7 |      |  | $ | 38.2 |      |  | $ | 36.6 |     
|International distribution |       |        | 340.7   |                      |  |                  | 375.1 |         |  |      | 438.4 |         |  |      | 5.3  |      |  |      | 4.9  |      |  |   | 12.8 |      |  |   | 17.0 |      |  |   | 16.5 |      |  |   | 16.9 |     
|Laboratory workstations    |       |        | 166.8   |                      |  |                  | 162.2 |         |  |      | 177.0 |         |  |      | 4.7  |      |  |      | 5.1  |      |  |   | 5.0  |      |  |   | 9.3  |      |  |   | 8.9  |      |  |   | 8.9  |     
|Technology                 |       |        |        |                      |  |                  |      |         |  |      |      |         |  |      |     |      |  |      |     |      |  |   | 0.4  |      |  |   |     |      |  |   |     |      |  |   |     |     
|                           |       |        |         |                      |  |                  |       |         |  |      |       |         |  |      |      |      |  |      |      |      |  |   |      |      |  |   |      |      |  |   |      |      |  |   |      |     
|                           | Total |        | $       | 1,839.2              |  |                  | $     | 1,385.7 |  |      | $     | 1,402.6 |  |      | $    | 40.1 |  |      | $    | 29.4 |  |   | $    | 41.1 |  |   | $    | 82.0 |  |   | $    | 63.6 |  |   | $    | 62.4 | 
|                           |       |        |         |                      |  |                  |       |         |  |      |       |         |  |      |      |      |  |      |      |      |  |   |      |      |  |   |      |      |  |   |      |      |  |   |      |     

The Company operates or sells to customers in
approximately 145 countries outside the United States. Sales
outside the United States comprised 17%, 19%, and 21% of
consolidated sales in 2001, 2000, and 1999, respectively. No
single foreign country accounted for more than 10% of
consolidated sales during the past three years.

46



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

|                                       |       |                   |       |       |  |   |       |       | 
|-------------------------------------- | ----- | ----------------- | ----- | ----- |  | - | ----- | ----- | 
|                                       |       |                  
|                                       |       | Long-Lived Assets
|                                       |       |                  
|                                       |       | 2001              |       | 2000 
|                                       |       |                   |       |      
|Long-lived assets by geographic
	area: |       |                   |       |       |  |   |       |      
|Domestic                               |       | $                 | 768.7 |       |  | $ | 427.6 |      
|International                          |       |                   | 167.7 |       |  |   | 182.5 |      
|                                       |       |                   |       |       |  |   |       |      
|                                       | Total |                   | $     | 936.4 |  |   | $     | 610.1 | 
|                                       |       |                   |       |       |  |   |       |      

Fishers product portfolio is comprised of
consumable products, such as laboratory supplies and specialty
chemicals, and durables. Approximately 80% of 2001, 2000, and
1999 sales were of consumable products and 20% of 2001, 2000,
and 1999 sales were of durable products.



|          |                
|--------- | ---------------
|NOTE 21  | Related Parties

The Company pays an annual management fee of
$1.0 million to certain affiliates of THL. In return for
the annual management fee, THL, and certain of its affiliates,
provide consulting and management advisory services. Several of
the Companys equity investors were underwriters to the
Companys May 2001 offering for which the Company paid
approximately $9.9 million in underwriters discounts from
the proceeds of the offering. One of the Companys equity
investors is a financial institution that provides financing to
the Company.



|          |                          
|--------- | -------------------------
|NOTE 22  | Accounting Pronouncements

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

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

SFAS 142 requires the use of a nonamortization
approach to account for purchased goodwill and certain
intangibles. Under the nonamortization approach, goodwill and
certain intangibles will not be amortized but instead would be
reviewed for impairment and written down with a resulting charge
to operations only in the period in which the recorded value of
goodwill and certain intangibles is more than its fair value.
SFAS 142 requires the Company to perform an evaluation of
whether goodwill and indefinite-lived intangible assets are
impaired as of January 1, 2002, the effective date of the
statement for the Company. Additionally, SFAS 142 requires the
Company to reassess the useful lives and residual values of all
intangible assets and make any necessary amortization
adjustments. This impairment evaluation is required to be
completed by March 31, 2002 for indefinite-lived intangible
assets and by December 31, 2002 for goodwill.

At December 31, 2001, we had unamortized
goodwill and unamortized indefinite-lived intangible assets in
the amount of $507.4 million and $61.5 million,
respectively, which are subject to the transition provisions of
SFAS 141 and SFAS 142. The Company is in the process of
evaluating the effect that the transitional goodwill impairment
provisions of this statement will have on its financial
statements.

47



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)

Selected business segment financial information
for the years ended December 31, 2001, 2000 and 1999
excluding goodwill amortization is as follows:

|                                          |                   |                        |       |       |  |      |       |       |  |   |       |       | 
|----------------------------------------- | ----------------- | ---------------------- | ----- | ----- |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|                                          |                   |                       
|                                          |                   | Income from operations
|                                          |                   |                       
|                                          |                   | 2001                   |       | 2000  |  | 1999
|                                          |                   |                        |       |       |  |     
|Domestic distribution                     |                   | $                      | 181.3 |       |  | $    | 154.2 |       |  | $ | 136.3 |      
|International distribution                |                   |                        | 18.6  |       |  |      | 16.6  |       |  |   | 12.7  |      
|Laboratory workstations                   |                   |                        | 8.7   |       |  |      | 7.3   |       |  |   | 29.1  |      
|Technology                                |                   |                        |      |       |  |      |      |       |  |   | (6.1  | )    
|Eliminations                              |                   |                        | 0.4   |       |  |      | (0.1  | )     |  |   | 0.6   |      
|                                          |                   |                        |       |       |  |      |       |       |  |   |       |      
|                                          | Segment sub-total |                        |       | 209.0 |  |      |       | 178.0 |  |   |       | 172.6 | 
|Restructuring and other charges (credits) |                   |                        | 59.7  |       |  |      | (2.0  | )     |  |   | (1.5  | )    
|Nonrecurring charges                      |                   |                        | 1.5   |       |  |      | 10.4  |       |  |   | 12.7  |      
|                                          |                   |                        |       |       |  |      |       |       |  |   |       |      
|                                          | Total             |                        | $     | 147.8 |  |      | $     | 169.6 |  |   | $     | 161.4 | 
|                                          |                   |                        |       |       |  |      |       |       |  |   |       |      

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

In October 2001, the FASB issued Statement of
Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets
(SFAS 144). SFAS 144 addresses financial accounting
and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supersedes FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, and the accounting
and reporting provisions of APB Opinion No. 30,
Reporting the Results of Operations  Reporting
the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. SFAS 144 also amends ARB No. 51,
Consolidated Financial Statements, to eliminate the
exception to consolidation for a subsidiary for which control is
likely to be temporary. This Statement also broadens the
presentation of discontinued operations to include more disposal
transactions. The provisions of this statement have been adopted
as of January 1, 2002 and will be applied prospectively.

48



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)



|          |                                           
|--------- | ------------------------------------------
|NOTE 23  | Unaudited Quarterly Financial
	Information

The Companys common stock is listed on the
New York Stock Exchange (NYSE) under the trading
symbol FSH. The following is a summary of quarterly financial
information for 2001 and 2000, including the high and low
closing sales prices of the stock as reported by the NYSE for
each of the quarterly periods listed (in millions, except per
share data):

|                                    |         |       |       |        |   |       |       |        |  |      |       |       |  |   |       |       |  |   |         |       | 
|----------------------------------- | ------- | ----- | ----- | ------ | - | ----- | ----- | ------ |  | ---- | ----- | ----- |  | - | ----- | ----- |  | - | ------- | ----- | 
|                                    |         |      
|                                    |         | 2001 
|                                    |         |      
|                                    |         | First |       | Second |   | Third |       | Fourth |  | Year
|                                    |         |       |       |        |   |       |       |        |  |     
|Sales                               |         | $     | 687.0 |        |   | $     | 708.8 |        |  | $    | 729.5 |       |  | $ | 754.7 |       |  | $ | 2,880.0 |      
|Gross profit                        |         |       | 174.4 |        |   |       | 179.7 |        |  |      | 185.6 |       |  |   | 197.5 |       |  |   | 737.2   |      
|Net income (loss) (a)               |         |       | (23.7 | )      |   |       | 12.2  |        |  |      | 16.9  |       |  |   | 11.0  |       |  |   | 16.4    |      
|Net income (loss) per common share: |         |       |       |        |   |       |       |        |  |      |       |       |  |   |       |       |  |   |         |      
|                                    | Basic   |       | $     | (0.59  | ) |       | $     | 0.25   |  |      | $     | 0.31  |  |   | $     | 0.20  |  |   | $       | 0.33  | 
|                                    | Diluted |       |       | (0.59  | ) |       |       | 0.23   |  |      |       | 0.30  |  |   |       | 0.19  |  |   |         | 0.31  | 
|Market price:                       |         |       |       |        |   |       |       |        |  |      |       |       |  |   |       |       |  |   |         |      
|                                    | High    |       | $     | 39.88  |   |       | $     | 38.70  |  |      | $     | 27.41 |  |   | $     | 30.30 |  |   | $       | 39.88 | 
|                                    | Low     |       |       | 32.40  |   |       |       | 24.70  |  |      |       | 21.70 |  |   |       | 24.20 |  |   |         | 21.70 | 



---



|    |  |                                                                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | During the first and fourth quarter of 2001,
	Fisher recorded $51.6 million ($32.5 million, net of
	tax) and $8.1 million ($5.1 million, net of tax)
	restructuring charges, respectively. See Note 19 
	Restructuring and Other Charges.

|                                    |         |       |       |        |  |       |       |        |  |      |       |       |  |   |       |       |   |   |         |       | 
|----------------------------------- | ------- | ----- | ----- | ------ |  | ----- | ----- | ------ |  | ---- | ----- | ----- |  | - | ----- | ----- | - | - | ------- | ----- | 
|                                    |         |      
|                                    |         | 2000 
|                                    |         |      
|                                    |         | First |       | Second |  | Third |       | Fourth |  | Year
|                                    |         |       |       |        |  |       |       |        |  |     
|Sales                               |         | $     | 653.2 |        |  | $     | 662.1 |        |  | $    | 662.3 |       |  | $ | 644.7 |       |   | $ | 2,622.3 |      
|Gross profit                        |         |       | 164.8 |        |  |       | 162.1 |        |  |      | 162.9 |       |  |   | 158.5 |       |   |   | 648.3   |      
|Net income (loss)(b)                |         |       | 8.5   |        |  |       | 9.4   |        |  |      | 13.1  |       |  |   | (8.3  | )     |   |   | 22.7    |      
|Net income (loss) per common share: |         |       |       |        |  |       |       |        |  |      |       |       |  |   |       |       |   |   |         |      
|                                    | Basic   |       | $     | 0.21   |  |       | $     | 0.23   |  |      | $     | 0.33  |  |   | $     | (0.21 | ) |   | $       | 0.57  | 
|                                    | Diluted |       |       | 0.19   |  |       |       | 0.21   |  |      |       | 0.30  |  |   |       | (0.21 | ) |   |         | 0.51  | 
|Market price:                       |         |       |       |        |  |       |       |        |  |      |       |       |  |   |       |       |   |   |         |      
|                                    | High    |       | $     | 49.63  |  |       | $     | 43.25  |  |      | $     | 35.44 |  |   | $     | 45.19 |   |   | $       | 49.63 | 
|                                    | Low     |       |       | 32.06  |  |       |       | 24.73  |  |      |       | 20.06 |  |   |       | 34.06 |   |   |         | 20.06 | 



---



|    |  |                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | During the third quarter of 2000, Fisher recorded
	a $2.0 million ($1.4 million, net of tax) restructuring
	credit. See Note 19 Restructuring and Other
	Charges. During the fourth quarter of 2000, Fisher
	recorded a $23.6 million ($14.9 million net of tax) write down
	of investments in certain Internet-related ventures.

49



---



##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL
STATEMENTS  (Continued)








|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with
	Accountants on Accounting and Financial Disclosure

None




PART III






|         |                                                    
|-------- | ---------------------------------------------------
|Item 10. | Directors and Executive Officers of the
	Registrant

Directors.The
information appearing in Fishers Proxy Statement for its
Annual Meeting of Stockholders to be held on May 8, 2002
(the Proxy Statement) under the caption
Nomination and Election of Directors, is
incorporated herein by reference.

Executive Officers.Information in answer to this Item
appears under the caption Executive Officers of
Fisher in Item 1 of this Annual Report.

Compliance with Section 16(a) of the
Exchange Act.The information
appearing in the Proxy Statement under the caption
Section 16(a) Beneficial Ownership Reporting
Compliance, is incorporated herein by reference.






|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The information appearing in the Proxy Statement
under the caption Compensation of Directors and Executive
Officers, is incorporated herein by reference.






|         |                                                                
|-------- | ---------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
	Owners and Management

The information appearing in the Proxy Statement
under the caption Security Ownership of Certain Beneficial
Owners and Management, is incorporated herein by reference.






|         |                                                
|-------- | -----------------------------------------------
|Item 13. | Certain Relationships and Related
	Transactions

The information appearing in the Proxy Statement
under the caption Certain Transactions and Other
Matters, is incorporated herein by reference.




PART IV






|         |                                                                
|-------- | ---------------------------------------------------------------
|Item 14. | Exhibits, Financial Statement Schedule and
	Reports on Form 8-K

(a)(1) Financial Statements. The
Index to Financial Statements of the Company appears at
page 22 of this Annual Report.

(2) Schedules.
Financial statement schedules are listed under Item 14(d)
in this Annual Report.

(3) Exhibits.
Exhibits 10.1 through 10.18 constitute all of the
management contracts and compensation plans and arrangements of
the Company required to be filed as exhibits to this Annual
Report.

|        |     |  |  |             |  |                                                                                                                                                                                                                                                                                                                               
|------- | --- |  |  | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |  |  |            
|Number  |     |  |  | Description
|        |     |  |  |            
|        | 2.1 |  |  |            |  | Second Amended and Restated Agreement and Plan of
	Merger, as amended, dated as of November 14, 1997 by and
	between the Company and FSI Merger Corp.(1)                                                                                                                                                                      
|        | 2.2 |  |  |            |  | Stock Purchase Agreement, dated November 9,
	1998, among Fisher Scientific International Inc., Fisher
	Scientific Holdings France S.A., as Buyer, and Capiac,
	Sapaca 97, Sapcar 97, Sappi 97, Sappef 97,
	Pierre Block, Anne-Catherine Block-Derriey, Pierre-Francois
	Block, Caroline Block and Marthe Block, as Sellers.(2)
|        | 2.3 |  |  |            |  | Distribution Agreement, dated March 29,
	1999, among Fisher Scientific International Inc. and
	ProcureNet Inc.(13)                                                                                                                                                                                                            
|        | 3.1 |  |  |            |  | Amended and Restated Certificate of Incorporation
	of the Company, as amended                                                                                                                                                                                                                                                 

50



---



##### Table of Contents



|        |       |  |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- | ----- |  |  | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |  |            
|Number  |       |  |  | Description
|        |       |  |  |            
|        | 3.2   |  |  |            |  | Certificate of Designation of Series A
	Junior Participating Preferred Stock of the Company, dated
	June 9, 1997(1)                                                                                                                                                                                                                                                                                                                                               
|        | 3.3   |  |  |            |  | Certificate of Designation of Non-Voting Stock of
	the Company                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 3.4   |  |  |            |  | Certificate of Designation of Series B
	Non-Voting Common Stock                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 3.5   |  |  |            |  | Bylaws of the Company(3)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 3.6   |  |  |            |  | Certificate of Correction to the Restated
	Certificate of Incorporation of Fisher Scientific International
	Inc.                                                                                                                                                                                                                                                                                                                                                  
|        | 4.1   |  |  |            |  | Specimen Certificate of Common Stock, $.01 par
	value per share, of the Company                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.2   |  |  |            |  | Certificate of Designation of Series A
	Junior Participating Preferred Stock, dated June 9, 1997
	(see Exhibit 3.2)                                                                                                                                                                                                                                                                                                                                               
|        | 4.3   |  |  |            |  | Certificate of Designation of Non-Voting Stock
	(see Exhibit 3.3)                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 4.4   |  |  |            |  | Certificate of Designation of Series B
	Non-Voting Common Stock (See Exhibit 3.4)                                                                                                                                                                                                                                                                                                                                                                                 
|        | 4.5   |  |  |            |  | Senior Debt Securities Indenture dated as of
	December 18, 1995 between the Company and Mellon
	Bank, N.A., as Trustee(6)                                                                                                                                                                                                                                                                                                                                         
|        | 4.6   |  |  |            |  | Indenture dated as of January 21, 1998
	between Fisher and State Street Bank and Trust Company, as
	Trustee, relating to the 9% Senior Subordinated Notes due 2008(7)                                                                                                                                                                                                                                                                                             
|        | 4.7   |  |  |            |  | Registration Rights Agreement dated as of
	January 21, 1998 among Fisher and Merrill Lynch, Pierce,
	Fenner and Smith Incorporated, Chase Securities Inc. and
	Donaldson, Lufkin and Jenrette Securities Corporation(8)                                                                                                                                                                                                                                           
|        | 10.1  |  |  |            |  | Employment Agreement dated as of
	December 31, 2001 between the Company and Paul M. Montrone*                                                                                                                                                                                                                                                                                                                                                                     
|        | 10.2  |  |  |            |  | Employment Agreement dated as of
	December 31, 2001 between the Company and Paul M.
	Meister*                                                                                                                                                                                                                                                                                                                                                                     
|        | 10.3  |  |  |            |  | Employment Agreement dated as of March 31,
	1998 between the Company and David Della Penta(10)                                                                                                                                                                                                                                                                                                                                                                    
|        | 10.4  |  |  |            |  | Credit Agreement among Fisher, Certain
	Subsidiaries of Fisher, Various Lending Institutions, The Chase
	Manhattan Bank, as Administrative Agent, The Chase Manhattan
	Bank of Canada, as Administrative Agent, Chase Manhattan
	International Limited, as U.K. Administrative Agent, Merrill
	Lynch Capital Corporation, as Syndication Agent, and
	DLJ Capital Funding, Inc., as Documentation Agent,
	dated as of January 21, 1998 (the Credit
	Agreement)(7)
|        | 10.5  |  |  |            |  | First Amendment and Waiver to the Credit
	Agreement dated as of November 13, 1998                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10.6  |  |  |            |  | Second Amendment and Waiver to the Credit
	Agreement dated as of December 31, 1998                                                                                                                                                                                                                                                                                                                                                                                
|        | 10.7  |  |  |            |  | Fisher Scientific International Inc. Retirement
	Plan(3)                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.8  |  |  |            |  | Fisher Scientific International Inc. Savings and
	Profit Sharing Plan(3)                                                                                                                                                                                                                                                                                                                                                                                          
|        | 10.9  |  |  |            |  | Fisher Scientific International Inc. Incentive
	Compensation Plan(12)                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10.10 |  |  |            |  | Restricted Unit Plan for Non-Employee Directors
	of Fisher Scientific International Inc.(3)                                                                                                                                                                                                                                                                                                                                                                       
|        | 10.11 |  |  |            |  | Fisher Scientific International Inc. Deferred
	Compensation Plan for Non-Employee Directors(3)                                                                                                                                                                                                                                                                                                                                                                    
|        | 10.12 |  |  |            |  | Retirement Plan for Non-Employee Directors of
	Fisher Scientific International Inc.(3)                                                                                                                                                                                                                                                                                                                                                                            
|        | 10.13 |  |  |            |  | Fisher Scientific International Inc. Long-Term
	Incentive Plan(3)                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10.14 |  |  |            |  | Fisher Scientific International Inc. 1998 Equity
	and Incentive Plan(11)                                                                                                                                                                                                                                                                                                                                                                                          

51



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##### Table of Contents



|        |       |  |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ----- |  |  | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |  |            
|Number  |       |  |  | Description
|        |       |  |  |            
|        | 10.15 |  |  |            |  | Amended and Restated Investors Agreement
	dated as of March 29, 1999 among Fisher Scientific
	International Inc., Thomas H. Lee Equity
	Fund III, L.P. THL-CCI Limited Partnership, THL
	Foreign Fund III, L.P., THL FSI Equity
	Investors, L.P., DLJ Merchant Banking
	Partners II, L.P., DLJ Merchant Banking
	Partners IIA, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified
	Partners, L.P., DLJ Diversified
	Partners A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium
	Partners A, L.P., DLJMB Funding II, Inc.,
	UK Investment Plan 1997 Partners, DLJ EAB
	Partners, L.P., DLJ ESC II, L.P.,
	DLJ First ESC, L.P., Chase Equity
	Associates, L.P., Merrill Lynch Kecalp L.P. 1997,
	Kecalp Inc., ML IBK Positions, Inc. and certain other
	persons named herein(14)              
|        | 10.16 |  |  |            |  | Third Amendment and Waiver to the Credit
	Agreement dated as of April 5, 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10.17 |  |  |            |  | Amendment to Amended and Restated Investors
	Agreement dated as of May 14, 2000 among Fisher Scientific
	International Inc., Thomas H. Lee Equity
	Fund III, L.P. THL-CCI Limited Partnership,
	THL Foreign Fund III, L.P., THL FSI Equity
	Investors, L.P., DLJ Merchant Banking
	Partners II, L.P., DLJ Merchant Banking
	Partners IIA, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified
	Partners, L.P., DLJ Diversified
	Partners A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium
	Partners A, L.P., DLJMB Funding II, Inc.,
	UK Investment Plan 1997 Partners, DLJ EAB
	Partners, L.P., DLJ ESC II, L.P.,
	DLJ First ESC, L.P., Chase Equity
	Associates, L.P., Merrill Lynch Kecalp L.P. 1997,
	Kecalp Inc., ML IBK Positions, Inc. and certain
	other persons named herein(14)   
|        | 10.18 |  |  |            |  | Fourth Amendment and Waiver to the Credit
	Agreement dated as of February 9, 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 10.19 |  |  |            |  | Amendment to Amended and Restated Investors
	Agreement dated as of May 2, 2001 among Fisher Scientific
	International Inc., Thomas H. Lee Equity
	Fund III, L.P. THL-CCI Limited Partnership, THL
	Foreign Fund III, L.P., THL FSI Equity Investors, L.P., DLJ
	Merchant Banking Partners II, L.P., DLJ Merchant
	Banking Partners II  A, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified Partners, L.P.,
	DLJ Diversified Partners  A, L.P.,
	DLJ Millennium Partners, L.P., DLJ Millennium
	Partners  A, L.P., DLJMB Funding II, Inc.,
	UK Investment Plan 1997 Partners, DLJ EAB
	Partners, L.P., DLJ ESC II, L.P., DLJ First
	ESC, L.P., Chase Equity Associates, L.P., Merrill Lynch
	Kecalp L.P. 1997, Kecalp Inc., ML IBK Positions, Inc. and
	certain other persons named herein(15)
|        | 21.1  |  |  |            |  | List of Subsidiaries of the Company*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 23.1  |  |  |            |  | Consent of DELOITTE & TOUCHE LLP*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



---



| |   |               
| | - | --------------
| | * | Filed herewith



| |     |                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Included as an Annex or Exhibit to the
	Companys Proxy Statement/ Prospectus included in the
	Companys Registration Statement on Form S-4
	(Registration No. 333-42777) filed with the Securities and
	Exchange Commission on December 19, 1997 and incorporated
	herein by reference.
|
| | (2) | Included as an exhibit to the Companys
	Current Report on Form 8-K/ A filed with the Securities and
	Exchange Commission on February 17, 1999 and incorporated
	herein by reference.                                                                                                   
|
| | (3) | Included in an exhibit to the Companys
	Annual Report on Form 10-K for the year ended
	December 31, 1992, filed with the Securities and Exchange
	Commission on March 24, 1993 and incorporated herein by
	reference.                                                                  
|
| | (4) | Included as an exhibit to the Companys
	Registration Statement on Form 8-A filed with the
	Securities and Exchange Commission on June 9, 1997 and
	incorporated herein by reference.                                                                                                   
|
| | (5) | Included as an exhibit to the Companys
	Current Report on Form 8-K dated August 7, 1997 filed
	with the Securities and Exchange Commission on August 8,
	1997 and incorporated herein by reference.                                                                                    
|
| | (6) | Included as an exhibit to the Companys
	Registration Statement on Form S-3 (Registration
	No. 33-99884) filed with the Securities and Exchange
	Commission on November 30, 1995 and incorporated herein by
	reference.                                                                 

52



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##### Table of Contents





| |     |                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (7) | Included as an exhibit to the Companys
	Current Report on Form 8-K (Registration
	No. 001-10920) dated January 21, 1998 filed with the
	Securities and Exchange Commission on February 5, 1998 and
	incorporated herein by reference.
|
| | (8) | Included as an exhibit to the Companys
	Registration Statement on Form S-4 (Registration
	No. 333-48285) filed with the Securities and Exchange
	Commission on March 19, 1998 and incorporated herein by
	reference.                 
|
| | (9) | Included as an exhibit to the Companys
	Annual Report, as amended, on Form 10-K/A for the year
	ended December 31, 1997, filed with the Securities and
	Exchange Commission on April 20, 1998 and incorporated
	herein by reference. 



|     |                                                                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Included as an exhibit to the Companys
	Quarterly Report on Form 10-Q for the quarter ended
	June 30, 1998, filed with the Securities and Exchange
	Commission on August 14, 1998 and incorporated herein by
	reference.                                
|    
|(11) | Included as an exhibit to Post-Effective
	Amendment No. 1 to the Companys Registration
	Statement on Form S-4 (Registration No. 333-42777)
	filed with the Securities and Exchange Commission on
	February 2, 1998 and incorporated herein by reference.
|    
|(12) | Included in an exhibit to the Companys
	Annual Report on Form 10-K for the year ended
	December 31, 1995, filed with the Securities and Exchange
	Commission on March 21, 1996 and incorporated herein by
	reference.                                   
|    
|(13) | Included as an exhibit to the Companys
	Current Report on Form 8-K Registration No. 001-10920
	dated April 15, 1999 filed with the Securities and Exchange
	Commission on April 30, 1999.                                                               
|    
|(14) | Included as an exhibit to the Companys
	Quarterly Report on Form 10-Q for the quarter ended
	March 31, 1999, filed with the Securities and Exchange
	Commission on May 14, 1999 and incorporated herein by
	reference.                                  
|    
|(15) | Included as an exhibit to the Companys
	Form 10-Q for the quarterly period ended March 31,
	2001, filed with the Securities and Exchange Commission on
	May 15, 2001 and incorporated herein by reference.                                              

(b) Reports on Form 8-K:The
Company did not file any Current Reports on Form 8-K during
the last quarter of the period covered by this report.

(c) Exhibits. The following exhibits
are filed with this annual report:



| |        |                                                                                               
| | ------ | ----------------------------------------------------------------------------------------------
| | 10.1  | Employment Agreement dated as of
	December 31, 2001 between the Company and Paul M.
	Montrone.
|
| | 10.2  | Employment Agreement dated as of
	December 31, 2001 between the Company and Paul M.
	Meister. 

21.1  List of
Subsidiaries of the Company.

23.1  Consent
of DELOITTE & TOUCHE LLP.

(d) Financial Statement Schedule.

53



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##### Table of Contents






SCHEDULE II

Valuation and Qualifying Accounts and Reserves
for the Three Years Ended December 31, 2001 
 (in millions):

|                                |                   |            |   |            |  |            |   |            |  |           |   |     |  |  |   |      |   |  |   |      |  |  |  |  | 
|------------------------------- | ----------------- | ---------- | - | ---------- |  | ---------- | - | ---------- |  | --------- | - | --- |  |  | - | ---- | - |  | - | ---- |  |  |  |  | 
|                                |                   | Balance at |   | Charged to |  | Charged to |   | Deduction  |  | Balance   |   |    
|                                |                   | beginning  |   | costs and  |  | other      |   | and        |  | at end of |   |    
|                                |                   | of period  |   | expenses   |  | accounts   |   | write-offs |  | period    |   |    
|                                |                   |            |   |            |  |            |   |            |  |           |   |    
|Allowance for doubtful accounts |                   |            |   |            |  |            |   |            |  |           |   |     |  |  |   |      |   |  |   |      |  |  |  | 
|                                | December 31, 1999 |            | $ | 27.8       |  |            | $ | 6.4        |  |           | $ | 4.0 |  |  | $ | (3.3 | ) |  | $ | 34.9 |  |  |  |  | 
|                                | December 31, 2000 |            |   | 34.9       |  |            |   | 8.2        |  |           |   |    |  |  |   | (8.1 | ) |  |   | 35.0 |  |  |  |  | 
|                                | December 31, 2001 |            |   | 35.0       |  |            |   | 2.9        |  |           |   | 1.4 |  |  |   | (4.5 | ) |  |   | 34.8 |  |  |  |  | 

54



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                                     
| | ------------------------------------
| | FISHER SCIENTIFIC INTERNATIONAL INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ TODD M. DUCHENE

| |                                              
| | ---------------------------------------------
| |                                              
| | Todd M. DuChene                              
| | Vice President-General Counsel and
	Secretary

Date: March 28, 2002

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on March 28, 2002.

|                                                   |  |                                                                                         
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|Signature                                          |  | Title                                                                                   
|                                                   |  |                                                                                         
|                                                  
|/s/ PAUL M. MONTRONEPaul M. Montrone               |  | Chief Executive Officer and Director (Principal
	Executive Officer)                     
|                                                  
|/s/ PAUL M. MEISTERPaul M. Meister                 |  | Director                                                                                
|                                                  
|/s/ KEVIN P. CLARKKevin P. Clark                   |  | Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)
|                                                  
|/s/ MITCHELL J. BLUTT, M.D.Mitchell J. Blutt, M.D. |  | Director                                                                                
|                                                  
|/s/ ROBERT A. DAYRobert A. Day                     |  | Director                                                                                
|                                                  
|/s/ ANTHONY J. DINOVIAnthony J. Dinovi             |  | Director                                                                                
|                                                  
|/s/ MICHAEL D. DINGMANMichael D. Dingman           |  | Director                                                                                
|                                                  
|/s/ DAVID V. HARKINSDavid V. Harkins               |  | Director                                                                                
|                                                  
|/s/ SCOTT M. SPERLINGScott M. Sperling             |  | Director                                                                                
|                                                  
|/s/ KENT R. WELDONKent R. Weldon                   |  | Director                                                                                

55