10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 2005
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

Fisher Scientific International Inc.

(Exact name of registrant as specified in its charter)

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

Registrant’s telephone number, including area code:

(603) 926-5911

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

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes þ          No o

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o          No þ

      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 (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ          Accelerated filer o          Non-accelerated filer o

      The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2005 was approximately $7,775,672,310.

      The number of shares of Common Stock outstanding as of February 1, 2006 was 123,520,652.

Documents Incorporated by Reference:

      The registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 5, 2006 is incorporated by reference into Part III.

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o          No þ

FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-K ANNUAL REPORT

December 31, 2005

		Page
		No.
PART I
Item 1.	Business		3
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		16
Item 2.	Properties		16
Item 3.	Legal Proceedings		17
Item 4.	Submission of Matters to a Vote of Security Holders		18
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
Item 6.	Selected Financial Data		19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		39
Item 8.	Financial Statements and Supplementary Data		41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		86
Item 9A.	Controls and Procedures		86
Item 9B.	Other Information		86
PART III
Item 10.	Directors and Executive Officers of the Registrant		89
Item 11.	Executive Compensation		89
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		89
Item 13.	Certain Relationships and Related Transactions		89
Item 14.	Principal Accountant Fees and Services		89
PART IV
Item 15.	Exhibits and Financial Statement Schedules		90
SIGNATURE			98
EX-10.33 - Second Amendment to Credit Agreement
EX-10.37 - First Amendment to Receivables Transfer Agreement
EX-10.40 - Waiver and Omnibus
EX-12.01 - Computation of Ratios
EX-21.01 - List of Subsidiaries of the Registrant
EX-23.01 Consent of Deloitte & Touche, LLP
EX-31.01 - SEC 302 Certification of CEO
EX-31.02 - SEC 302 Certification of CFO
EX-32.01 - SEC 906 Certification of CEO
EX-32.02 - SEC 906 Certification of CFO

PART I

Item 1. Business

Our Business

      Fisher Scientific International Inc. (“Fisher,” the “Company,” “we,” “us” or “our”) is a leading manufacturer and supplier of products and services principally to the scientific-research and clinical laboratory markets. We serve pharmaceutical and biotechnology companies; colleges and universities; medical-research institutions; hospitals; reference, quality-control, process-control and research and development labs in various industries; as well as government agencies. From biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies, Fisher offers an array of products and services. This broad offering, combined with Fisher’s global supply chain and sales and marketing capabilities, helps make our customers more efficient and effective.

      We were founded in 1902 by Chester G. Fisher in Pittsburgh, Pennsylvania. In 1991 we were incorporated as a Delaware corporation and became a public company whose shares are listed on the New York Stock Exchange. Fisher is a Fortune 500 company and a component of the S&P 500, Russell 1000 and MSCI World indices. Our principal executive office is located at Liberty Lane, Hampton, New Hampshire 03842, and our telephone number is (603) 926-5911. Our Web site address is www.fisherscientific.com.

Competitive Strengths

      We believe that our key competitive strengths include our:

•  Broad product offering: We offer an extensive line of products that constitutes a virtual one-stop shop for the scientist, researcher and healthcare professional. This comprehensive offering of high-quality products includes proprietary products developed in our manufacturing facilities or exclusively sourced from some of the world’s leading scientific and clinical-laboratory suppliers. We actively invest in the development of our self-manufactured product portfolio. Given the complexity of dealing with multiple suppliers providing thousands of products and the pressure to improve efficiency and reduce costs, our customers increasingly look to us to meet their diverse product requirements in a timely and cost-effective manner.

•  Enhanced suite of outsourced services: We provide a wide range of outsourced services, from supply-chain management and custom chemical synthesis to clinical-trial packaging and distribution, analytical-laboratory testing and biological sample storage. Our suite of services helps our customers reduce their costs, enabling them to engage in more productive research activities.

•  Global distribution network: We have a world-class supply chain that allows us to reduce end-to-end procurement costs for our multinational customers. Utilizing state-of-the-art systems and our global footprint, we serve our customers in more than 150 countries on a cost-effective basis.

•  Comprehensive channel position: We believe we occupy a pivotal position in the globally integrated supply chain for suppliers and end users, by combining our global distribution capabilities with an extensive portfolio of proprietary products and value-added services. By constantly expanding our product and service offerings and leveraging operational efficiencies, we can further enhance our position with both our customers and suppliers.

Business Segments and Products

      Our operations are organized into three reporting segments: scientific products and services, healthcare products and services, and laboratory workstations.

      Approximately 65% of our revenue is generated from the sale of higher-margin proprietary products, which are products that we manufacture, private-label products and products that we distribute on an exclusive basis. Our remaining revenues are generated from the sale of products we source on a nonexclusive

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basis from our suppliers. Approximately 80% of our revenue is generated from the sale of consumable products.

Scientific products and services

      The scientific products and services segment manufactures and sells products and services primarily to entities conducting scientific research, including drug discovery and drug development, quality and process control and basic research and development, as well as to third-party distributors. Our businesses in this segment manufacture and/or distribute a broad range of biochemicals and bioreagents; organic and inorganic chemicals; sera; cell-culture media; sterile liquid-handling systems; microbiology media and related products; and other scientific research-related consumable products, instruments and equipment. Our businesses in this segment also distribute safety-related products, such as personal-protection equipment, respiratory-protection systems, environmental monitoring and sampling equipment, and other safety and clean-room supplies. Additionally, businesses in this segment provide services to pharmaceutical and biotechnology companies engaged in clinical trials, including specialized packaging, over-encapsulation, labeling and distribution for phase III and phase IV clinical trials, analytical testing, biological-specimen management, as well as combinatorial chemistry, custom-chemical synthesis and supply-chain management.

      We estimate that the markets served by this segment total approximately $40 billion and include the following: global scientific-research market, estimated at approximately $23 billion with an estimated growth rate of 5% to 8% annually; global biopharma-production supplies market estimated at approximately $5 billion with an estimated growth rate of 15% to 25% annually; and U.S. lab safety and personal-protection market estimated at approximately $12 billion with a projected growth rate equal to the overall gross domestic product growth rates, impacted by prospective changes in regulations. Scientific research revenues are primarily driven by customer spending on research and development. The increased customer demand for products and services that create or provide greater efficiency in and lower the costs of drug development also drives growth in this market. The U.S. lab-safety and personal-protection market is affected by environmental and safety regulations, the growth in homeland security spending and increased focus on bioterrorism protection.

      Sales in the scientific products and services segment, including intersegment sales, represented approximately $4,141.2 million or 74% of our total sales in 2005. Proprietary products and services in this segment are sold under such brand names as Fisherbrand^®, Fisher Clinical Services^®, ABgene^®, Acros Organics^tm, ART^®, Barnstead^®, Cole-Parmer^®, Endogen^®, HyClone^®, Maybridge^®, Masterflex^®, Matrix^®, Dharmacon^®, MBP^®, Nalgene^®, Nunc^®, Oxoid^®, Pierce^® and Remel^®, among others.

Healthcare products and services

      Businesses in our healthcare products and services segment manufacture and distribute an array of diagnostic kits and reagents, equipment, instruments and other consumable products to hospitals, clinical laboratories, reference laboratories and physicians’ offices, as well as third-party distributors located primarily in the U.S. Other businesses in this segment provide outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries. We estimate the domestic clinical-laboratory market to be approximately $10 billion and growing at a rate of 4% to 5% annually.

      Sales in the healthcare products and services segment are fueled by the administration and evaluation of diagnostic tests. We believe that the aging population as well as the increased demand for the development of new specialty diagnostic tests will result in increased market growth.

      Sales in this segment, including intersegment sales, represented approximately $1,304.4 million or 23% of our total sales in 2005. Combined sales of a broad range of products obtained from our two largest suppliers accounted for approximately 31% of sales in this segment. Proprietary products in the healthcare products and services segment are sold under such brand names as Fisherbrand^®, Fisher Diagnostics^®, Erie Scientific^®, Microgenics^®, MAS^®, Richard-Allan Scientific^® and Seradyn^®.

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Laboratory workstations

      The laboratory-workstations segment primarily manufactures and sells workstations and fume hoods for laboratories. Our product offerings include steel, wood and plastic laminate casework systems, adaptable furniture systems, airflow products and various other laboratory fixtures and accessories. Products in the laboratory-workstations segment are sold under such brand names as Fisher Hamilton^®, Horizon^®, Concept^®, SafeAire^® and Pioneer^®. The laboratory-workstations market is highly competitive in both pricing and the cost of manufacturing. The market is project-based and is influenced by capital-spending cycles. Sales in the laboratory workstations segment, including intersegment sales, represented approximately $200.6 million, or 3% of total sales, in 2005.

Customers

      We have a broad and diversified customer base. We do not rely on any single customer or one group of customers for a material portion of our sales. No single customer accounted for more than 3% of our total sales in any of the past three years.

      Scientific products and services: The businesses in this segment primarily serve pharmaceutical and biotechnology companies, colleges and universities, medical-research institutions, hospital-research labs, government agencies, original equipment manufacturers, quality-control, process-control and other research and development laboratories as well as third-party distributors worldwide.

      Healthcare products and services: The businesses in this segment primarily serve hospitals, clinical laboratories, reference laboratories, physicians’ offices, original equipment manufacturers and third-party distributors located mostly in the U.S.

      Laboratory workstations: This segment primarily serves pharmaceutical and biotechnology companies, medical-research institutions, colleges, universities and secondary schools, as well as hospitals and reference labs worldwide.

Competition

      Due to our broad product and service offering, we do not believe that any single company competes directly with our full range of products and services. Our markets are highly competitive and we have many competitors in our different product categories. We believe we are well positioned to compete effectively in each category. Our competitors in each of our reporting segments include the following:

      Scientific products and services: Our competitors in this segment include a broad range of manufacturers and third-party distributors. We compete on the basis of a broad product offering, innovative technologies, product differentiation, availability and reliability, service and price.

      Healthcare products and services: Our competitors in this segment include a broad range of manufacturers and third-party distributors. We compete primarily on the basis of innovative technologies, product differentiation, value and service.

      Laboratory workstations: Our competitors in this segment include Kewaunee Scientific and a number of smaller contractors. We compete primarily on the basis of quality, product innovation, project-management skills and price.

Sales and Distribution

      We market and sell our products and services through a direct sales force, customer-service professionals, electronic commerce, third-party distributors and various catalogs. The Fisher Catalog has been published for more than 100 years and is an internationally recognized scientific supply reference. We publish more than 3 million copies of our various catalogs each year in eight different languages. Our e-commerce product references are showcased by our Web site www.fishersci.com, which is a leading e-commerce site supporting the scientific-research community.

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      We have approximately 3,100 sales and marketing professionals augmented by approximately 800 highly trained technical specialists who enable us to better meet the needs of our more technical end-users. We also provide customers with an efficient ordering system, product standardization and other supply-chain-management services to reduce procurement costs. Because timeliness is critical to our customers, in the United States our distribution businesses ship approximately 95% of all orders within 24 hours of order placement.

      Our international distribution network consists of facilities in Europe, Canada, Asia and Latin America, as well as dealers located in countries where we do not have operations. We have 28 distribution facilities in 13 countries, augmented by sales offices in 20 countries and independent dealers in more than 100 countries.

      We deliver our products through third-party carriers and our own fleet of delivery vehicles. Third-party carriers include United Parcel Service (“UPS”), Federal Express, DHL and other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service.

Manufacturing and Distribution

      We manufacture our products throughout North America, Europe and Asia. Our manufacturing facilities are organized around groups of similar product categories. We sell our manufactured products through our distribution businesses and through third-party distributors, including Cardinal Health and VWR International.

      During 2005, our Lab Workstations business commenced operations at its new facility in Mexico. For information regarding the locations of our principal manufacturing facilities, refer to “Item 2-Properties.”

      Raw materials and supplies for our product and service offerings are generally available in adequate quantities. While there are some raw materials that we obtain from a single supplier, we are not dependent on any one supplier for a significant portion of our raw materials. Raw-material and fuel prices are subject to fluctuations due to market conditions. We employ many strategies, including the use of alternative materials and the use of derivative instruments, to mitigate the effect of these fluctuations on our results. During 2005, we experienced price increases in certain raw materials, including petroleum-based resins. To date, we have been able to minimize the effect of a portion of these increases by raising prices and implementing various cost-saving measures.

      We do not report backlog for our scientific products and services and healthcare products and services segments because turnaround time from order placement to fulfillment generally is within 48 hours. Our laboratory-workstations segment is project-based, selling primarily through a competitive bidding process. As such, this segment maintains a backlog of work. Our backlog for this segment was approximately $97.6 million and $134.0 million as of December 31, 2005, and 2004, respectively. A majority of backlog orders for this segment is filled within one year.

Research and Development

      We are increasing our investment in research and development within certain businesses to create innovative new products that both complement and update our existing offering. Substantially all of our research and development activities to date have been conducted in the United States, but we are expanding our research and development initiatives overseas. These activities take place primarily in our life-science, immunodiagnostic, clinical and research consumable and lab equipment businesses. Specific initiatives are focused on cell-culture media and sera, single-use disposable-bioprocess containers, immunohistochemistry products, protein chemistry, bioreagents, antibodies, microbiology, and RNAi technology. Our aggregate research and development expenses were approximately $44.2 million, $36.7 million and $11.8 million for the three years ended December 31, 2005, 2004 and 2003, respectively. Research and development expenses of $1.5 million and $0.5 million for 2004 and 2003, respectively, were included in discontinued operations. We expect our research and development expenses to continue to increase during 2006.

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Intellectual Property

      We own or license an extensive number of patents, trademarks, trade names and service marks in the United States and abroad. Our patents, trademarks and licenses are viewed as assets of our operations. Except for certain trade names and trademarks such as “Fisher Scientific,” “Barnstead,” “Cellomics,” “Cole Parmer,” “Hamilton,” “HyClone,” “Microgenics,” “Nalgene,” “Oxoid,” and “Remel,” we do not believe that any patent or group of patents, trademark or license is, in and of itself, essential to us such that its loss would materially affect our business as a whole.

Government Contracts

      We transact business with various government agencies and through various government contracts at the Federal, state and local levels. Our contracts with these agencies include both purchase orders for specific products or services and contracts with base terms, typically of one to two years, with extension options available at the government’s discretion. Although it is unlikely, it is possible that a renegotiation or termination of one or more of our government contracts, or a reduction in the profits or fees we receive thereunder, would result in a material adverse effect on our financial results.

Acquisitions and Divestiture

      Since our initial public offering in 1991, we have strategically pursued acquisitions that we believe will help drive cash flow and profit growth. Our recent acquisitions have expanded our geographic presence and the breadth of our product and service offering, enhancing our life-science products portfolio. These acquisitions have also accelerated our revenue growth, enhanced margins and increased cash flow.

      Our principal focus for acquisitions are companies that manufacture consumable products for use in life science research and immunodiagnostic applications as well as businesses providing outsourcing services to pharmaceutical and biotech companies. We are also interested in continuing to consolidate and enhance the efficiency of our customers’ supply chains, particularly in the global scientific research market. The following is a brief description of acquisitions and a disposition completed in 2005.

      On August 31, 2005, we acquired privately held Cellomics, Inc. (“Cellomics”) for approximately $49 million, including the assumption of approximately $10 million in debt and approximately $4 million in other assumed seller transaction costs. Cellomics operates in the high content screening segment of the cellular-analysis market. Cellomics develops instrumentation, reagents, bioassays and software used to provide information on functional changes in fixed and living cells. The results of operations of Cellomics have been included in our scientific products and services segment from the date of acquisition.

      On August 6, 2005, we acquired privately held Lancaster Laboratories, Inc. (“Lancaster Laboratories”) for approximately $150 million in cash. Lancaster Laboratories performs pharmaceutical and industrial analytical testing. The results of operations of Lancaster Laboratories have been included in our scientific products and services segment from the date of acquisition.

      On July 31, 2005, we acquired McKesson BioServices, a unit of McKesson Corporation, for approximately $64 million in cash. McKesson BioServices manages biological specimens and clinical-trial materials for government institutions and pharmaceutical and biotech companies. The results of operations of McKesson BioServices have been included in our scientific products and services segment from the date of acquisition.

      On April 5, 2005, we completed the sale of Atos Medical Holding AB (“Atos”), a manufacturer of ear, nose and throat devices, for approximately $110 million in cash. As a result of the divestiture, we have reflected the account balances and activities of Atos as discontinued operations in our consolidated financial statements. Atos was acquired in September 2003 in connection with our acquisition of Perbio Science AB.

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Environmental Matters

      We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in the United States and other countries. U.S. federal environmental legislation that affects us includes the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, and the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”). We are also subject to regulation by the Occupational Safety and Health Administration (“OSHA”) concerning employee safety and health matters. The United States Environmental Protection Agency (“EPA”), OSHA, and other federal agencies have the authority to promulgate regulations that have an effect on our operations.

      In addition to these federal activities, various states have been delegated certain authority under the aforementioned federal statutes as well as having authority over these matters under state laws. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements.

      A number of our operations involve the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials within the meaning of applicable laws. Consequently, some risk of environmental harm is inherent in our operations and products, as it is with other companies engaged in similar businesses.

      Our expenses for environmental requirements are incurred generally for ongoing compliance and historical remediation matters. Based on current information, we believe that these compliance costs are not material. For historical remediation obligations, our expenditures relate primarily to the cost of permitting, installing, and operating and maintaining groundwater-treatment systems and other remedial measures. These aggregate expenses were approximately $0.8 million in 2005, $0.8 million in 2004 and $1.0 million 2003. We estimate our aggregate expenses for these environmental remediation 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 in 1984. Our Rockford, Illinois, facility is subject to a Resource Conservation and Recovery Act (“RCRA”) corrective action program administered by the Illinois Environmental Protection Agency. We are required to maintain groundwater-remediation activities at these sites. As the owner of the Fair Lawn facility, we are listed as a potentially responsible party for remediation within an area called the Fair Lawn Wellfields Superfund Site. This site was listed in 1983 on the National Priority List under CERCLA. Both New Jersey sites are also the subjects of CERCLA National Resources Damages claims. Based on current information, the expected remediation costs for these sites are not material individually or in the aggregate.

      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 third-party sites. Based on current information, costs associated with these sites are not material individually or in the aggregate.

      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 estimates based upon several factors, including 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 $32.6 million and $32.2 million at December 31, 2005, and 2004, respectively.

      These environmental liabilities do not include third-party recoveries to which we may be entitled. We believe that our accrual is adequate for the environmental liabilities we currently 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

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agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations, and the effect of changes in accounting rules, which could have a material adverse effect on our financial position, results of operations or cash flows.

Regulatory Affairs

      Our operations, and some of the products we offer, are subject to a number of complex and stringent laws and regulations governing the production, handling, transportation and distribution of chemicals, drugs and other similar products, including the operating and security standards of the United States Drug Enforcement Administration, the Bureau of Alcohol, Tobacco, Firearms and Explosives, the Food and Drug Administration, and various state boards of pharmacy as well as comparable state and foreign agencies. As Fisher’s businesses also include export and import activities, we are subject to pertinent laws enforced by the U.S. Departments of Commerce, State and Treasury. In addition, our logistics activities must comply with the rules and regulations of the Department of Transportation, the Federal Aviation Administration and similar foreign agencies. While we believe we are in compliance in all material respects with such laws and regulations, any noncompliance could result in substantial fines or otherwise restrict our ability to provide competitive distribution services and thereby have an adverse effect on our financial condition. To date, none has had a material impact on our operations. For information regarding legal proceedings, refer to “Item 3 — Legal Proceedings.”

Executive Officers of the Registrant

      Our executive officers and directors, and their ages and positions as of February 13, 2006, are as follows:

Executive Officers and Directors	Age		Position
Paul M. Montrone		64	Chairman of the Board and Chief Executive Officer
Paul M. Meister		53	Vice Chairman of the Board
David T. Della Penta		58	President and Chief Operating Officer
Kevin P. Clark		43	Vice President and Chief Financial Officer
Thomas L. Rea		58	Senior Vice President, Corporate Services
Rosanne F. Coppola(3)		55	Director
Michael D. Dingman(2)(3)		74	Director
Bruce L. Koepfgen(2)		53	Director
Simon B. Rich(1)		61	Director
Charles A. Sanders, M.D.(3)		74	Director
Scott M. Sperling(2)		48	Director
W. Clayton Stephens(1)		63	Director
Richard W. Vieser(1)		78	Director

(1)	Member of Audit Committee
(2)	Member of the Compensation Committee
(3)	Member of the Nominating and Corporate Governance Committee

      Paul M. Montrone has served Fisher as an executive officer and director since 1991. Mr. Montrone has been Chairman of the Board of Fisher since March 1998 and the Chief Executive Officer of Fisher since 1991. Mr. Montrone served as President and a director from 1991 to 1998.

      Paul M. Meister has served Fisher as an executive officer since 1991 and a director since 1998. Mr. Meister has been Vice Chairman of the Board since March 1998 and served as Executive Vice President and Chief Financial Officer of Fisher from March 1998 to February 2001. He was Senior Vice President and Chief Financial Officer of Fisher from 1991 to March 1998. Mr. Meister is a director of LKQ Corporation and M & F Worldwide Corp.

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      David T. Della Penta has served Fisher as an executive officer since 1998. Mr. Della Penta has been President and Chief Operating Officer since April 1998. Prior to 1998, Mr. Della Penta served as President of Nalge Nunc International Corporation, a subsidiary of Sybron International Corporation (the former name of our recently merged subsidiary, Apogent), a manufacturer of laboratory products.

      Thomas L. Rea has served Fisher as an executive officer since 2005, when he was elected Senior Vice President, Corporate Services. Mr. Rea served as Senior Vice President, Human Resources from January 1995 to June 2005.

      Kevin P. Clark has served Fisher as an executive officer since 1996. Mr. Clark has been Vice President and Chief Financial Officer since March 2001. He served as 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 Assistant Treasurer from 1995 to 1997.

      Rosanne F. Coppola has been a director at Fisher since 2005. Ms. Coppola served as Divisional Executive, Global Loans of Citicorp from 1994 until her retirement in 1998 and Business Head, Institutional Recovery Management from 1990 to 1994. Ms. Coppola was also Business Head, Leveraged Capital Division from 1985 to 1990 and Senior Transactor from 1978 to 1985 of Citicorp Industrial Credit, Inc. Ms. Coppola is a director of M & F Worldwide Corp.

      Michael D. Dingman has been a director at Fisher since 1991. Mr. Dingman has been President of Shipston Group Ltd. (international investments) since 1994. Mr. Dingman was Chairman of the Board of Fisher from 1991 to 1998.

      Bruce L. Koepfgen has been a director at Fisher since 2005. Mr. Koepfgen has been CEO, Oppenheimer Capital since May 2003. From 1999 to 2003, Mr. Koepfgen was a private investor and President of Koepfgen Company LLC, a management consulting firm. Prior to 1999, Mr. Koepfgen spent 23 years with Salomon Brothers Inc. (15 years as Managing Director) in a number of executive positions. At the time of his departure, he was Co-Head of Fixed Income Sales and managed its Chicago office. He was also Chairman of Salomon Analytics, a company that provides analytic tools for institutional investors.

      Simon B. Rich has been a director at Fisher since August 2004. Mr. Rich served as Chairman of Louis Dreyfus Natural Gas Corp. (now Dominion Exploration & Production, Inc.) from 1996 until his retirement in 2001 and President and Chief Executive Officer from 1993 to 1996. Mr. Rich was Chief Executive Officer and Executive Vice President of Louis Dreyfus Holding Company from 1998 to 2000 and from 1986 to 1990, respectively.

      Charles A. Sanders, M.D. has been a director at Fisher since May 2003. Dr. Sanders has served as Chairman of the Foundation for National Institutes of Health since 1997. Dr. Sanders served as Chief Executive Officer of Glaxo Inc. from 1989 to 1994 and was Chairman of the Board from 1992 to 1995. Dr. Sanders is Chairman of the Board of Icagen, Inc. and is a director of BioPure Corp., Cephalon Inc., Genentech Inc. and Vertex Pharmaceuticals.

      Scott M. Sperling has been a director at Fisher since January 1998. Mr. Sperling has been employed by Thomas H. Lee Partners, L.P., and its predecessor Thomas H. Lee Company, since prior to 1999. Mr. Sperling currently serves as Co-President of Thomas H. Lee Partners, L.P. Mr. Sperling is a director of Houghton Mifflin Co., ProSiebenSat.1 Media AG, Vertis, Inc., Warner Music Group Inc., and Warner Music Group Corp.

      W. Clayton Stephens has been a director at Fisher since November 2002. Mr. Stephens founded Warren Capital Corporation in 1984 and has served as a Director and President of the firm since that time. Mr. Stephens is a member of the Advisory Board of Sonoma National Bank.

      Richard W. Vieser has been a director at Fisher since August 2004. Mr. Vieser retired as Chairman of the Board, President and CEO of Lear Siegler, Inc., FL Industries, Inc. and FL Aerospace in 1989. He serves as Chairman Emeritus of Varian Medical Systems, Inc. and he is a director of Viasystems Group, Inc.

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Employees

      As of December 31, 2005, we had approximately 19,500 full-time employees. Of these employees, approximately 13,000 were located in the United States. We consider our relations with employees to be good.

      We have several collective bargaining agreements that include manufacturing employees in our laboratory-workstation segment, certain manufacturing employees in other U.S. operations and certain employees located in Europe.

Foreign and Domestic Operations, Segment Data and Export Sales

      For information regarding foreign and domestic operations, segment data and export sales, refer to “Item 8 — Financial Statements and Supplementary Data — Note 19 — Segment and Geographic Financial Information.”

Availability of Reports and Other Information

      We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). You may read and copy any documents that we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public free of charge at the SEC’s Web site at www.sec.gov.

      Our Web site address is www.fisherscientific.com. All of our filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge on our Web site as soon as reasonably practical after being filed electronically with, or furnished to, the SEC. The content on our Web site does not constitute part of this annual report. We also make available our Corporate Governance Guidelines, and our Code of Business Conduct on our Web site. Additionally, paper copies of these documents may be obtained free of charge by writing our Investor Relations Department at our principal executive office located at Liberty Lane, Hampton, NH 03842.

      Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FSH.” Reports and other information concerning Fisher are also available at the office of the NYSE, 20 Broad Street, New York, New York 10005.

Corporate Governance

      We complied with all of the NYSE corporate governance standards prior to their approval by the SEC. Eight of our 10 Board members are independent and have no significant financial, business or personal ties to the Company or management and all of our Board committees are comprised of independent directors. The Board adopted Corporate Governance Guidelines and a Code of Business Conduct, which has been communicated to employees and posted on our Web site. We have established a process through which employees, either directly or anonymously, can notify management of alleged accounting and auditing concerns or violations of our Code of Business Conduct, including fraud. We created an internal Disclosure Committee that meets regularly, and we adopted disclosure procedures and guidelines to help ensure that our public disclosures are accurate and timely. A copy of our Corporate Governance Guidelines and Code of Business Conduct are available on our Web site at www.fisherscientific.com under the “Investor Info — Corporate Governance” caption.

Item 1A. Risk Factors

      Our business is subject to a number of important risks and uncertainties. You should carefully consider the risk factors below as well as all the other information we have included in this Form 10-K.

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Our growth strategy to acquire new businesses may not be successful and the integration of future acquisitions may be difficult and disruptive to our ongoing operations.

      Acquisitions are an important part of our growth strategy. Since 1991, we have acquired more than 40 businesses and we routinely review additional potential acquisition opportunities. Despite our successful record in integrating the companies we have acquired, certain risks exist, including the potential for:

•  management’s attention being diverted to the integration of the acquired businesses;

•  difficulties in integrating the operations and systems of the acquired businesses and in realizing operating synergies; and

•  difficulties in assimilating and retaining employees and customers of the acquired companies.

      None of these difficulties has historically been material, but if they were to be in the future, we may be unable to implement a portion of our growth strategy. In addition, we compete with other companies to acquire suitable acquisition targets and may not be able to acquire certain targets that we seek. Also, certain of the businesses we have acquired may not generate the cash flow and earnings or yield other benefits that we anticipated at the time of their acquisition. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, the acquisition may adversely affect our profitability. In addition, if we are unable to hire and retain key management personnel, we may not be able to execute our acquisition strategy.

Our results of operations depend on our customers’ research and development efforts; these efforts and the spending on them are beyond our control, and our results of operations may be adversely affected if our customers do not continue expending sufficient resources on these activities.

      A significant number of our customers include entities active in scientific or technological research in the scientific research and clinical laboratory markets in the United States and internationally. Research and development budgets and activities have a large effect on the demand for our products and services. Our customers determine their research and development budgets based on several factors, including the need to develop new products, government funding, competition and the general availability of resources. In addition, as we continue to expand our international operations, the research and development spending levels in other markets will become increasingly important to us. Although we expect continued increases in scientific and technology-related research and development spending in the United States and worldwide, such spending may decrease or become subject to cyclical swings.

Because we compete directly with certain of our largest customers and product suppliers, our results of operations could be adversely affected in the short term if these customers or suppliers abruptly discontinue or significantly modify their relationship with us.

      Our largest customer in the scientific products and services segment and our largest customer in the healthcare products and services segment are also significant competitors. Our business may be harmed in the short term if our competitive relationship in the marketplace with these customers results in a discontinuation of their purchases from us. In addition, we manufacture products that compete directly with products that we source from third-party suppliers. We also source competitive products from multiple suppliers. Our business could be adversely affected in the short term if any of our large third-party suppliers abruptly discontinues selling products to us.

We may incur impairment charges on our goodwill and intangible assets with indefinite lives that would reduce our earnings.

      We are subject to Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,”(“SFAS 142”) which requires that goodwill and intangible assets that have an indefinite useful life be tested at least annually for impairment. Goodwill and other intangible assets with indefinite lives must also be tested for impairment between the annual tests if an event occurs, such as a downturn in our business or the loss of a significant customer, that would more likely than not reduce the fair value of the asset below its carrying amount. As of December 31, 2005, goodwill and other intangible assets with indefinite lives

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represented approximately 57% of our total assets. If we determine that there has been an impairment, our financial results for the relevant period will be reduced by the amount of the impairment, net of income tax effects, if any.

We rely heavily on manufacturing operations to produce the products we sell, and our business could be adversely affected by disruptions of our manufacturing operations.

      We rely upon our manufacturing operations to produce many of the products we sell. Any significant disruption of those operations for any reason, such as strikes or other labor unrest, power interruptions, fire, or other events beyond our control could adversely affect our sales and customer relationships and therefore adversely affect our business. Although most of our raw materials are available from a number of potential suppliers, our operations also depend upon our ability to obtain raw materials at reasonable prices. If we are unable to obtain the materials we need at a reasonable price, we may not be able to produce certain of our products or we may not be able to produce certain of these products at a marketable price, which could have an adverse effect on our results of operations.

We have implemented, and will continue to implement, various cost-savings initiatives that may not achieve the anticipated results.

      We have implemented and approved a number of programs designed to reduce costs. We also expect that we will continue to identify opportunities for operational efficiencies and implement programs designed to achieve these efficiencies. Such programs will require, among other things, the consolidation and integration of facilities, functions, systems, and procedures, all of which present significant management challenges. There can be no assurance that such actions will be accomplished as rapidly as anticipated or that the full extent of expected cost reductions will be achieved.

      During 2005, most of our cost savings initiatives related to the integration of Apogent businesses. The integration of Apogent and the associated cost savings programs proceeded as planned during 2005.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our financial obligations.

      As of December 31, 2005, we had total indebtedness of $2,210.1 million. In addition, as of December 31, 2005, we had the ability to incur an additional aggregate amount of $988.5 million of indebtedness under our existing accounts receivable securitization facility and revolving credit facility. Further borrowing under those facilities or incurring any other additional indebtedness would increase our leverage and our risks. Our debt agreements permit us to incur or guarantee additional indebtedness, subject to limitations set forth in those agreements.

      Our indebtedness could negatively affect our operations in a number of ways including:

•  increasing our vulnerability to generally adverse economic and industry conditions;

•  reducing the availability of our cash flows to fund working capital, capital expenditures, research and development efforts, program investment efforts and other general corporate needs;

•  limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•  exposing us to the risk of increased interest rates because some of our debt has variable interest rates; and

•  limiting our ability to borrow additional funds.

      Any default under the agreements governing our credit facility or our other outstanding indebtedness and the remedies sought by the holders of such indebtedness could make us unable to pay principal and interest on our outstanding indebtedness.

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      In addition, we will be required to repay the indebtedness under our various debt agreements as that indebtedness matures. We may not have sufficient funds or we may be unable to arrange for additional financing to pay these amounts when they become due. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Description of Indebtedness.”

Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.

      We ship a significant portion of our products to our customers through independent package delivery companies, such as UPS and Federal Express in the U.S. and DHL in Europe. We also maintain a small fleet of vehicles dedicated to the delivery of our products and ship our products through other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service. If UPS or another third-party package-delivery provider experiences a major work stoppage (as UPS did in 1997), preventing our products from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs could increase and our relationships with certain of our customers could be adversely affected. In addition, if UPS or our other third-party package-delivery providers increase prices, and we are not able to find comparable alternatives or make adjustments in our delivery network, our profitability could be adversely affected.

We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, the shipping of our products and environmental matters.

      Some of our operations are subject to regulation by the U.S. Food and Drug Administration and similar international agencies. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales and distribution. If we fail to comply with the U.S. Food and Drug Administration’s regulations or those of similar international agencies, we may have to recall products and cease their manufacture and distribution, which would increase our costs and reduce our revenues.

      We are subject to federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use or sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell or distribute. This requires us to devote significant resources to maintain compliance with applicable environmental laws and regulations, including the establishment of reserves to address potential environmental costs, and manage environmental risks.

If we lose our key personnel, our business could be adversely affected.

      We depend heavily on the services of our senior management, including Paul M. Montrone, our Chairman of the Board and Chief Executive Officer, and Paul M. Meister, our Vice Chairman of the Board, both of whom are important to our acquisition and earnings-growth strategy. We believe our future success will depend upon the continued services of our senior management. Our business could be adversely affected by the loss of any member of our senior management, including Mr. Montrone or Mr. Meister. We do not maintain key-man life insurance in respect of Mr. Montrone or Mr. Meister.

We are subject to economic, political and other risks associated with our significant international sales and operations, which could adversely affect our business.

      We conduct international operations through a variety of wholly owned subsidiaries, majority-owned subsidiaries, joint ventures, equity investments and agents located in North and South America, Europe, the Far East, the Middle East and Africa. A significant portion of the revenues of our international operations is generated in Europe. Expansion of these activities could increase the risks associated with our international operations. Sales outside the United States were approximately 25% and 24% of total sales in 2005 and 2004,

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respectively. We anticipate that sales from international operations will continue to represent a growing portion of our revenues. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States. Our sales and earnings could be adversely affected by a variety of factors resulting from our international operations, including:

•  changes in the political or economic conditions in a country or region, particularly in developing or emerging markets;

•  future fluctuations in exchange rates;

•  trade-protection measures and import-or export-licensing requirements;

•  differing tax laws and changes in those laws;

•  difficulty in staffing and managing widespread operations; and

•  differing regulatory requirements and changes in those requirements.

We may be unable to adjust to rapid changes in the healthcare industry, some of which could adversely affect our business.

      The healthcare industry has undergone significant changes in an effort to reduce costs. These changes include:

•  development of large and sophisticated groups purchasing medical and surgical supplies;

•  wider implementation of managed care;

•  legislative healthcare reform;

•  consolidation of pharmaceutical companies;

•  increased outsourcing of certain activities, including to low-cost offshore locations; and

•  consolidation of distributors of pharmaceutical, medical and surgical supplies.

      We expect the healthcare industry to continue to change significantly in the future. Some of these potential changes, such as a reduction in governmental support of healthcare services or adverse changes in legislation or regulations governing the delivery or pricing of healthcare services or mandated benefits, may cause healthcare-industry participants to purchase fewer of our products and services or to reduce the prices they are willing to pay for our products or services.

We may incur unexpected costs from increases in fuel and raw material prices, which could reduce our earnings and cash flow.

      Our primary commodity exposures are for fuel, petroleum-based resins, steel and serum. During 2005, we experienced price increases in fuel and raw materials, including petroleum-based resins. We were able to minimize the impact of these price increases through higher prices to customers and various cost-saving measures. While we will continue to implement such initiatives to minimize the impact of future price increases, our earnings and cash flows could be adversely affected in the event these measures were insufficient to cover our costs.

      For further discussion regarding our commodity risks refer to “Item 7A. — Quantitative and Qualitative Disclosures About Market Risk — Commodity Risk Management.”

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

      We depend on the information systems throughout our Company to manufacture products, process orders, manage inventory, process shipments to customers and respond to customer inquiries. If we were to experience a prolonged disruption in the information technology systems that involve our interactions with

15

customers and suppliers, it could result in the loss of sales and customers, which could adversely affect our business.

Exchange rate fluctuations may adversely affect our business.

      Since we are a multinational corporation that sells products and sources products in many different countries, changes in exchange rates could adversely affect our cash flows and results of operations. Our businesses occasionally invoice third-party customers or are invoiced for product purchases in currencies other than the one in which they primarily do business (the “functional currency”). Movements in the invoiced currency relative to the functional currency result in foreign currency transaction gains and losses, which could adversely affect our cash flows and our results of operations. Furthermore, reported sales and purchases made in non-U.S. currencies by our international businesses, when translated into U.S. dollars for financial reporting purposes, fluctuate due to exchange rate movement. Due to the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we cannot predict the effects of exchange-rate fluctuations upon future operating results.

      For further discussion regarding our currency risks refer to “Item 7A. — Quantitative and Qualitative Disclosures About Market Risk — Currency Risk Management.”

Item 1B. Unresolved Staff Comments

      None.

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 operations.

      The following table identifies our principal facilities, defined as those measuring approximately 100,000 square feet or more. Properties identified are owned unless otherwise indicated:

Scientific Products and Services
Allentown, Pennsylvania(b)	Manufacturing
Basingstoke, United Kingdom(a)	Manufacturing
Dubuque, Iowa(b)	Manufacturing
Geel, Belgium	Manufacturing
Fair Lawn, New Jersey	Manufacturing
Horsham, United Kingdom(b)	Laboratory
Lenexa, Kansas(b)	Manufacturing
Logan, Utah(b)	Manufacturing
Loughborough, United Kingdom(a)	Manufacturing
Milwaukee, Wisconsin	Manufacturing
Pittsburgh, Pennsylvania(a)	Offices and Laboratory
Rochester, New York	Manufacturing
Rockwood, Tennessee(b)	Manufacturing and Distribution
Roskilde, Denmark	Manufacturing
San Diego, California(a)	Distribution
San Fernando, California(b)	Manufacturing
Schwerte, Germany(a)	Offices and Distribution
Selangor, Malaysia	Manufacturing
Somerville, New Jersey	Manufacturing
Lancaster, Pennsylvania	Laboratory

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Vernon Hills, Illinois(a)	Distribution
Whitby, Canada	Distribution
Healthcare Products and Services
Auburn, Alabama(b)	Manufacturing and Distribution
Fremont, California(a)	Manufacturing
Kalamazoo, Michigan(a)	Manufacturing
Middletown, Virginia	Manufacturing
Portsmouth, New Hampshire(b)	Manufacturing
Rockford, Illinois	Manufacturing
Romont, Switzerland	Manufacturing
Reynosa, Mexico	Manufacturing
Two Rivers, Wisconsin	Manufacturing
Shared Properties
Agawam, Massachusetts	Distribution
Chino, California(a)	Distribution
Denver, Colorado(a)	Distribution
Florence, Kentucky	Distribution
Hanover Park, Illinois	Distribution
Houston, Texas	Offices and Distribution
Pittsburgh, Pennsylvania(a)	Offices
Santa Clara, California(a)	Distribution
Suwanee, Georgia(a)	Distribution
Hampton, NH	Corporate Office

(a)	Leased
(b)	Combination of property owned and leased

Item 3. Legal Proceedings

      Our business involves a risk of product liability and other claims in the ordinary course of business. We maintain insurance policies, including product liability insurance. We are a party to various lawsuits and other legal proceedings, including consolidated multi-party product liability actions for products we may have distributed or manufactured. These matters have arisen in the ordinary course and conduct of our business, as well as through acquisitions. We believe that some of the costs incurred in defending and ultimately disposing of most of these claims for personal injury and other matters may be covered in part by insurance policies previously maintained by several insurance carriers or subject to indemnification by our suppliers or purchasers. Management, after review and consideration with counsel, considers that any ultimate liability with respect to these matters will not have a material adverse effect on our results of operations, financial position or cash flows. While liabilities arising from potential future claims could become material, we currently believe, on the basis of our claims history and related factors, that such potential future claims are not likely to have a material impact on our business, financial condition and results of operations. Actual costs incurred will depend on the solvency of our insurance carriers and former carriers, the degree of coverage with respect to any particular claim, our success in litigating these claims and the solvency of third parties who may be jointly and severally liable.

      See “Item 1 — Business — Environmental Matters,” for legal proceedings involving environmental and health and safety matters.

      We are subject to the jurisdiction of various regulatory agencies including, among others, the U.S. Food and Drug Administration and the Agency for International Development. Various governmental agencies

17

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 that the damage will not 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 remediation expenditures in connection therewith, individually and in the aggregate, will not have a material adverse effect upon our results of operations, financial position, 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 2005.

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

      Our common stock is listed on the NYSE under the trading symbol “FSH.” For information regarding the high and low closing sale prices of our common stock, see “Item 8 — Financial Statements and Supplementary Data — Note 22 — Unaudited Quarterly Financial Information.”

      The last reported sale price of our common stock on the NYSE on February 10, 2006, was $67.61 per share. As of February 10, 2006, we had approximately 909 holders of record of our common stock.

Dividends

      We have not paid a cash dividend on our common stock during the last three fiscal years. Our credit facility and other debt agreements place certain restrictions on our ability to pay cash dividends. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Description of Indebtedness.” We do not anticipate paying cash dividends on our common stock at any time in the foreseeable future.

Equity Compensation Plans

      The following is a summary of our equity compensation plan information as of December 31, 2005:

					Number of Securities
					Remaining for Future
					Issuance Under Equity
	Number of Securities				Compensation Plans
	to be Issued Upon		Weighted-Average		(Excluding Securities
	Exercise of		Exercise Price of		Reflected in
Plan Category	Outstanding Options		Outstanding Options		Column (a))
	(a)(2)		(b)		(c)(1)(2)
Equity compensation plans approved by security holders		10,232, 866	$	43.46		5,031,260
Equity compensation plans not approved by security holders		—		—		—
Total at December 31, 2005		10,232,866	$	43.46		5,031,260

(1)  2,795,144 of the shares listed in column (c) may be issued in the form of other stock-based awards, which include restricted or unrestricted stock, restricted or unrestricted stock units or dividend equivalents, pursuant to the 2005 Equity and Incentive Plan.

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(2)  Does not include 1,236,259 shares issuable upon the exercise of options under the plans assumed in connection with the merger with Apogent.

Share Repurchase Program

      On March 15, 2005, our Board of Directors authorized a share repurchase program of up to $300 million of our common stock. The authorization for share repurchases extends through March 15, 2007. The program authorizes management, at its discretion, to repurchase shares from time to time on the open market or in privately negotiated transactions subject to market conditions and other factors. As of December 31, 2005, no shares have been repurchased by us under this program.

Item 6. Selected Financial Data

      This summary of selected financial data for the five-year period ended December 31, 2005, should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements presented elsewhere herein. See “Item 8 — Financial Statements and Supplementary Data — Note 1 — Nature of Operations and Note 2 — Summary of Significant Accounting Policies,” for a further discussion of the basis of presentation, principles of consolidation and defined terms.

		Year Ended December 31,
		2005		2004		2003		2002			2001
		(In millions, except per share amounts)
Statement of Operations Data:
Net sales		$	5,579.4	$	4,627.3	$	3,554.0	$	3,238.4		$	2,880.0
Operating income(a)			657.7		281.5		256.7		245.1			131.1
Income from continuing operations before cumulative effect of accounting change			371.9		161.8		76.5		96.7			16.4
Income from discontinued operations(b)			17.2		4.6		1.9		—			—
Net income(c)			389.1		166.4		78.4		50.6			16.4
Per Share Data:
Income from continuing operations:
	Basic	$	3.06	$	1.88	$	1.35	$	1.77		$	0.33
	Diluted		2.92		1.75		1.26		1.67			0.31
Income from discontinued operations(b):
	Basic	$	0.14	$	0.05	$	0.03	$	—		$	—
	Diluted		0.13		0.05		0.03		—			—
Cumulative effect of accounting changes:
	Basic	$	—	$	—	$	—	$	(0.84	)	$	—
	Diluted		—		—		—		(0.80	)		—
Net income(c):
	Basic	$	3.20	$	1.93	$	1.38	$	0.93		$	0.33
	Diluted		3.05		1.80		1.29		0.87			0.31
Weighted average common shares outstanding:
	Basic		121.5		86.2		56.9		54.5			49.4
	Diluted		127.5		92.2		60.6		57.9			53.0
Balance Sheet Data (at end of year):
Working capital(d)		$	976.2	$	721.4	$	360.3	$	186.1		$	120.1
Total assets			8,430.3		8,090.2		2,860.8		1,871.4			1,839.2
Long-term debt			2,135.5		2,309.2		1,386.1		921.8			956.1

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(a)	In 2005, operating income includes the step up amortization of inventory to the acquired fair value related to the Company’s acquisition of Apogent in the amount of $20.7 million ($13.3 million, net of tax), the integration costs of $25.0 million ($17.0 million, net of tax), restructuring charges of $22.8 million ($15.2 million, net of tax) and long-lived asset impairment and related charges of $8.6 million ($5.5 million, net of tax). In 2004, operating income includes the step up charges of the fair value of inventory from the Apogent, Oxoid, Dharmacon, and Perbio transactions of $82.9 million ($53.0 million, net of tax), integration costs of $25.0 million ($16.6 million, net of tax), restructuring charges of $7.8 million ($5.2 million, net of tax), a charitable contribution of $6.0 million ($3.8 million, net of tax), and impairment charges for goodwill and other long-lived assets of $67.6 million ($43.7 million, net of tax). Operating income also includes the step up charges of the fair value of inventory from the Perbio acquisition of $17.4 million ($11.0 million, net of tax) in 2003, restructuring credits relating to a reduction in estimated severance costs of $2.2 million ($1.4 million, net of tax) in 2002, and the restructuring and other charges of $61.2 million ($38.5 million, net of tax) in 2001. Refer to “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(b)	Income from discontinued operations includes the activities of Atos Medical Holding AB, which was sold on April 5, 2005. In 2005, income from discontinued operations comprised a gain on the disposal of $25.4 million ($17.0 million, net of tax) and discontinued operations of $0.4 million ($0.2 million, net of tax). In 2004, income from discontinued operations was $5.3 million ($4.6 million, net of tax). In 2003, income from discontinued operations was $1.9 million. Atos was acquired in September 2003 in connection with the Company’s acquisition of Perbio Science AB; there were no discontinued operations in 2002 and 2001.
(c)	In 2005, net income includes the charges described in (a) above, (b) above and debt refinancing and other related charges of $71.3 million ($45.6 million, net of tax), the gain on sale of investment of $3.3 million ($2.1 million, net of tax), other income of $0.5 million, the gain on the termination of the interest rate swaps of $5.3 million ($3.4 million, net of tax) and a tax provision credit related to finalizing certain domestic tax audits and negotiations of $6.8 million. In 2004, net income includes the charges described in (a) above, (b) above and debt refinancing charges of $14.4 million ($9.0 million, net of tax), the gain on sale of investment of $22.7 million ($21.5 million, net of tax), the charge for the termination of a foreign currency contract of $2.2 million ($1.4 million, net of tax), and a tax provision credit related to finalizing certain domestic and foreign tax audits and negotiations of $10.9 million. Net income in 2003 includes the charges described in (a) above, (b) above and charges for call premiums of $43.8 million ($27.6 million, net of tax), the write-off of deferred financing fees of $22.1 million ($13.9 million, net of tax), and the purchase of options to hedge foreign currency exposure of $15.7 million ($9.9 million, net of tax) and charges for bridge financing fees for $2.8 million ($1.8 million, net of tax), each related to the Perbio acquisition. Net income in 2002 includes the amounts described in (a) above and includes a charge of $11.2 million ($7.1 million, net of tax) consisting of fixed-swap unwind costs of $7.1 million and the write-off of deferred financing and other costs associated with the refinancing of our term debt of $4.1 million.
(d)	Working capital excludes the accounts of Atos Medical Holding AB.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Factors Regarding Forward-Looking Statements

      This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 21E of the Exchange Act. All statements other than statements of historical facts included in this Form 10-K may constitute forward-looking statements. Words such as “anticipates,” “estimates,” “expects,” “forecasts,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating results or financial performance are forward-looking statements.

      The Company has based such forward-looking statements on its 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 assurance that the assumptions and expectations will prove to be correct. All forward-looking statements reflect the Company’s present expectations of future events and are subject to a number of important assumptions, factors, and risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The factors listed in “Item 1A — Business — Risk Factors,” as well as any cautionary language in this Form 10-K, provide examples of these risks and uncertainties. Some of the uncertainties and assumptions to which these forward-looking statements are subject include the following:

•  the extent to which we undertake new acquisitions or enter into strategic joint ventures or partnerships, and our ability to realize the expected benefit of such acquisitions or strategic joint ventures or partnerships;

•  the loss of major customers or suppliers, including significant disruptions resulting from increases in the prices of raw materials or services provided by third-party package-delivery services;

•  the high degree of competition in the markets served by certain of our businesses, and the potential for new competitors to enter into these markets;

•  our ability to generate free cash flow or to obtain sufficient resources to finance working capital and capital expenditure needs;

•  our outstanding indebtedness and leverage, and the restrictions imposed by our indebtedness;

•  the ability to achieve earnings forecasts due to variability in the demand for our products and services;

•  availability, or increases in the cost of fuel or raw materials and other inputs used to make our products;

•  our ability to adjust to rapid changes in the healthcare industry;

•  future modifications to existing laws and regulations, including, but not limited to, those regarding the environment;

•  fluctuations in the amount our customers spend on research and development, and the corresponding effect on the demand for our products;

•  the effects of domestic and international economic and business conditions on our operations;

•  the loss of key personnel;

•  fluctuations in interest rates;

•  fluctuations in foreign currency exchange rates; and

•  discovery of unknown contingent liabilities, including environmental contamination at our facilities or liability with respect to products we distribute and manufacture.

      You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-K or in the case of documents incorporated by reference, as of the dates of those documents.

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      The Company is under no obligation, and expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. You should review any additional disclosures the Company makes in its filings with the SEC, including our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our proxy statement for our shareholders’ meeting.

      The discussion and analysis presented below refers to and should be read in conjunction with the financial statements and related notes appearing elsewhere in the Form 10-K.

Overview

      We are a leading manufacturer and supplier of products and services principally to the scientific-research and clinical laboratory markets. We serve pharmaceutical and biotechnology companies; colleges and universities; medical-research institutions; hospitals; reference, quality-control, process-control and research and development labs in various industries; as well as government agencies. From biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies, Fisher offers an array of products and services.

      We have an extensive line of products that includes proprietary products developed in our manufacturing facilities or exclusively sourced from some of the world’s leading scientific and clinical-laboratory suppliers. We actively invest in the development of our self-manufactured product portfolio. We also provide a wide range of outsourced services, from supply-chain management and custom chemical synthesis to clinical-trials packaging and distribution, analytical-laboratory testing and biological sample storage.

      We offer and sell these products and services to customers in more than 150 countries. No single customer represents more than 3% of our total sales. For further information regarding our business, refer to “Item 1 — Business.”

Acquisitions and Divestiture

      Since our initial public offering in 1991, we have strategically pursued acquisitions that we believe will help drive cash flow and profit growth. Our recent acquisitions have expanded our geographic presence and the breadth of our product and service offering, enhancing our life-science product portfolio.

      Our principal focus for acquisitions are companies that manufacture consumable products for use in life science research and immunodiagnostic applications as well as businesses providing outsourcing services to pharmaceutical and biotech companies. We are also interested in continuing to consolidate and enhance the efficiency of our customer’s supply chain, particularly in the global scientific-research market. The following is a brief description of recent acquisitions and a disposition completed in 2005.

      During the third quarter of 2005 we acquired Cellomics, Inc.; Lancaster Laboratories, Inc.; and McKesson BioServices, a business unit of McKesson Corporation. The combined purchase price for these transactions was approximately $250 million in cash. Cellomics, Inc. operates in the high content screening segment of the cellular-analysis market and develops instrumentation, reagents, bioassays and software used to provide information on functional changes in fixed and living cells. Lancaster Laboratories, Inc. provides outsourced analytical-testing services for pharmaceutical manufacturing, drug discovery and other applications. Lancaster offers services ranging from stability and shelf-life studies to sterility and preservative testing. McKesson BioServices manages biological specimens and clinical-trial materials for pharmaceutical and biotech companies and government institutions.

      On April 5, 2005, we completed the sale of Atos Medical Holding AB (“Atos”), a manufacturer of ear, nose, and throat devices, for approximately $110 million in cash. As a result, we have included the account balances and activities of Atos as discontinued operations. Atos was acquired in September 2003 in connection with the Company’s acquisition of Perbio Science AB. The results of Atos had been included in our healthcare products and services segment.

      On August 2, 2004, we completed an approximately $3.9 billion combination with Apogent Technologies Inc. in a tax-free, stock-for-stock merger including the assumption of debt with a fair value of approximately

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$1.1 billion. Apogent shareholders received 50.6 million shares of Fisher Scientific common stock representing 0.56 shares of Fisher common stock for each share of Apogent common stock they owned. Apogent is a diversified world leader in the design, manufacture and sale of laboratory and life-science products for scientific research and healthcare diagnostics. The results of Apogent have been included in the scientific products and services segment and the healthcare products and services segment from the date of acquisition.

      On April 1, 2004, we acquired Dharmacon for $80 million in cash. Dharmacon focuses on RNA technologies, including RNA interference and small interfering RNA, tools for life-science research that increase the efficiency of drug discovery. The results of Dharmacon have been included in the scientific products and services segment from the date of acquisition.

      On March 1, 2004, we acquired Oxoid for $330 million in cash. Oxoid is a United Kingdom-based manufacturer of microbiological culture media and other diagnostic products that test primarily for bacteria contamination, with sales mainly outside the United States. The results of Oxoid have been included in the scientific products and services segment from the date of acquisition.

Results of Operations

      Our operations are organized into three reporting segments: scientific products and services, healthcare products and services, and laboratory workstations.

      1. Scientific products and services manufactures and sells products and services primarily to entities conducting scientific research, including drug discovery and drug development, quality and process control and basic research and development, as well as to third-party distributors. Our businesses in this segment manufacture and/or distribute a broad range of biochemicals and bioreagents; organic and inorganic chemicals; sera; cell-culture media; sterile liquid-handling systems; microbiology media and related products; and other scientific consumable products, instruments and equipment. Businesses in this segment also distribute safety-related products, such as personal-protection equipment, respiratory-protection systems, environmental monitoring and sampling equipment, and other safety and clean-room supplies. Additionally, businesses in this segment provide services to pharmaceutical and biotechnology companies engaged in clinical trials, including specialized packaging, over-encapsulation, labeling and distribution for phase III and phase IV clinical trials, analytical testing, biological-specimen management, as well as combinatorial chemistry, custom-chemical synthesis and supply-chain management.

      2. Healthcare products and services manufactures and distributes an array of diagnostic kits and reagents, equipment, instruments and other consumable products to hospitals, clinical laboratories, reference laboratories and physicians’ offices, as well as third-party distributors located primarily in the U.S. Other businesses in this segment provide outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries.

      3. Laboratory workstations primarily manufactures and sells workstations and fume hoods for laboratories. Our product offerings in this segment include steel, wood and plastic laminate casework systems, adaptable furniture systems, airflow products and various other fixtures and accessories.

Executive Overview

      Results for the year ended December 31, 2005, included net sales of $5,579.4 million, a 20.6% increase over the prior year, reflecting strong performance in the Company’s core scientific-research and healthcare markets as well as the contributions of Apogent. Operating income for the year was $657.7 million, a 134% increase from 2004 operating income of $281.5 million. Net income increased to $389.1 million, or $3.05 per diluted share, compared with net income of $166.4 million, or $1.80 per diluted share in 2004. We generated cash flows from operations of $612.0 million in 2005.

      The Company considers any acquired entity’s financial results to be part of the organic base of the business one year after the entity is acquired. In determining organic growth, the Company adjusts current

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period results to remove the effect of acquisitions for the corresponding portion of the period for which the acquired businesses were not owned in the prior comparative period.

Net Sales

      The following table presents net sales and sales growth by reportable segment for the years ended December 31, 2005, 2004 and 2003 (in millions):

		2005					2004					2003
					Sales					Sales
		Net Sales			Growth		Net Sales			Growth		Net Sales
Scientific products and services		$	4,141.2			19.9%	$	3,454.7			38.1%	$	2,501.0
Healthcare products and services			1,304.4			26.4%		1,032.0			19.1%		866.8
Laboratory workstations			200.6			13.9%		176.1			(14.6)%		206.1
Eliminations			(66.8	)				(35.5	)				(19.9	)
	Total	$	5,579.4			20.6%	$	4,627.3			30.2%	$	3,554.0

      Consolidated. Net sales of $5,579.4 million and $4,627.3 million for the years ended December 31, 2005 and 2004, respectively, reflect growth rates of 20.6% and 30.2%, respectively. Net sales growth was driven by our acquisitions completed in 2005 and 2004, including the Apogent merger, accounting for approximately 15.7% and 20.6% in net sales growth, respectively, and organic net sales growth of approximately 4.7% and 7.0%, for the years ended December 31, 2005 and 2004, respectively. Favorable foreign exchange, notably in Europe, contributed 0.2% and 2.6% to the net sales gain for the years ended December 31, 2005 and 2004, respectively. Our organic sales growth rate of approximately 4.7% in 2005 was driven by strong customer demand in the core scientific research and healthcare markets offset in part by slower growth in certain safety-related markets associated with domestic-preparedness initiatives. Excluding the effect of sales of safety-related products, our organic sales growth rates were 6.4% and 3.8% for the years ended December 31, 2005 and 2004, respectively.

      Scientific Products and Services. Net sales of $4,141.2 million and $3,454.7 million for the years ended December 31, 2005 and 2004, respectively, reflect the effect of 2005 and 2004 acquisitions, including the Apogent merger completed in August 2004, which accounted for approximately 15.3% and 23.7% growth, respectively. Organic sales growth of approximately 4.3% and 10.8% for the years ended December 31, 2005 and 2004, respectively, was primarily the result of strong demand for our life science research and biopharma production products, as well as increased demand for our outsourced service offering, across the pharmaceutical, biotechnology, academic and industrial customer groups. The gains were partially offset in 2005 by customer delays in the ordering of safety-related product orders for domestic-preparedness initiatives. Excluding the effect of sales of safety-related products, our organic sales growth rates were 6.6% and 6.7% for the years ended December 31, 2005 and 2004, respectively. Favorable foreign exchange, notably in Europe, contributed 0.3% and 3.6% to the net sales gain for the years ended December 31, 2005 and 2004, respectively.

      Healthcare Products and Services. Net sales of $1,304.4 million and $1,032.0 million for the years ended December 31, 2005 and 2004, respectively, reflect the effect of the Apogent merger, which accounted for approximately 21.8% and 17.9% growth, respectively. Organic sales growth was approximately 4.5% and 0.9% for the years ended December 31, 2005 and 2004, respectively. Organic sales growth in 2005 was driven by the demand for our proprietary diagnostic offering due in part to new product introductions including antibodies and reagents for infectious disease detection, diabetes testing, drugs-of-abuse tests and immunosuppressive drug monitoring products. Favorable foreign exchange contributed 0.1% and 0.3% to the net sales gain for the years ended December 31, 2005 and 2004, respectively.

      Laboratory Workstations. Net sales of $200.6 million and $176.1 million for the years ended December 31, 2005 and 2004, respectively, reflect an increase in sales to all customer groups, compared with the same period in 2003, which was affected by the timing of projects and slower market demand for smaller projects. Backlog at December 31, 2005, was $97.6 million compared with $134.0 million at December 31, 2004.

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Operating Income

      The following table presents operating income and operating income as a percentage of net sales by reportable segment for the years ended December 31, 2005, 2004 and 2003 (in millions):

											Operating Income
											as a Percentage
		Operating Income									of Net Sales
		2005			2004			2003			2005		2004		2003
Scientific products and services		$	562.7		$	375.5		$	229.6			13.6%		10.9%		9.2%
Healthcare products and services			172.9			92.8			33.5			13.3%		9.0%		3.9%
Laboratory workstations			(0.7	)		2.8			11.1			(0.3)%		1.6%		5.4%
Eliminations			(0.1	)		(0.3	)		(0.1	)
	Segment sub-total		734.8			470.8			274.1			13.2%		10.2%		7.7%
Inventory step-up			20.7			82.9			17.4
Restructuring expense			22.8			7.8			—
Goodwill impairment			—			64.9			—
Other charges			33.6			33.7			—
	Operating income	$	657.7		$	281.5		$	256.7			11.8%		6.1%		7.2%

      Consolidated. Operating income in 2005 of $657.7 million reflects an increase of 133.6% from 2004. Operating income as a percentage of net sales increased to 11.8% in 2005 from 6.1% in 2004. This improvement was due primarily to favorable contributions from the full year effect of the Apogent and Oxoid transactions, the benefit of integration synergies, and improved profitability in organic margins for our scientific products and services and healthcare products and services segments. The improvement in operating margins also reflects $77.1 million of special charges in 2005 as compared with $189.3 million of such charges in 2004. Included in other charges in 2005 were $25.0 million of integration cost (of which $7.3 million is recorded in cost of sales and $17.7 million is in selling, general and administrative expenses) and $8.6 million of long-lived asset impairment and other charges (of which $3.5 million is recorded in cost of sales and $5.1 million is in selling, general and administrative expenses). Operating income in 2004 of $281.5 million represented an increase of 9.7% from 2003. Operating income as a percentage of net sales declined to 6.1% in 2004 from 7.2% of net sales in 2003. The decline in operating margins as a percentage of net sales reflected $189.3 million of special charges in 2004 compared with $17.4 million of such charges in 2003. Included in other charges in 2004 were $25.0 million of integration costs (of which $5.6 million is recorded in cost of sales and $19.4 million is in selling, general and administrative expenses); $2.7 million of intangible and fixed asset impairment charges and a $6.0 million contribution to our charitable foundation, which are both recorded in selling, general and administrative expense. Special charges in 2003 were comprised of inventory step-up associated with acquisitions. Excluding the impact of special charges, operating margins as a percentage of net sales increased to 13.2% in 2005 compared with 10.2% in 2004, primarily as a result of the full year effect of the Apogent and Oxoid transactions, including the benefit of integration synergies, and improved organic margins in our scientific products and services and healthcare products and services segments. Excluding the effect of special charges, operating margins as a percentage of net sales increased to 10.2% in 2004 compared with 7.7% in 2003, primarily as a result of the Apogent and Oxoid transactions and improved organic margins in our scientific products and services and healthcare products and services segments.

      Scientific Products and Services. Operating income in 2005 increased $187.2 million from 2004 to $562.7 million with operating margins improving to 13.6% in 2005 from 10.9% in 2004. The improvement in operating margins was primarily due to the full year effect of the Apogent and Oxoid transactions, integration synergies and organic margin improvement resulting from fixed cost leverage. The Apogent and Oxoid transactions contributed to an increase in gross margin as a percentage of net sales with partially offsetting increases in selling, general and administrative expenses as a percentage of net sales. During 2005, we experienced price increases in raw materials, including petroleum-based resins. We have been able to partially minimize the impact of these raw material price increases by raising prices and implementing various cost

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savings measures. In the event we continue to experience such price increases in 2006, we will continue to implement initiatives to minimize any such impact. However, it is possible that due to market conditions we may not be able to minimize the impact of some or all of these increases in the future. Operating income in 2004 increased $145.9 million from 2003, with operating margins improving to 10.9% in 2004 from 9.2% in 2003. The increase in operating margins in 2004 was primarily attributable to the contributions of the Apogent and Oxoid transactions, which increased gross margin as a percentage of net sales, partially offset by increased selling, general and administrative expenses as a percentage of net sales. Organic operating margins improved slightly during 2004, partially offset by investments in sales and marketing activities and increased external and internal audit-related expenditures.

      Healthcare Products and Services. Operating income in 2005 increased $80.1 million from 2004 to $172.9 million with operating margins improving to 13.3% in 2005 from 9.0% in 2004. The improvement in operating margins was primarily due to the full year effect of the Apogent and Oxoid transactions, integration synergies and organic margin improvement resulting from fixed cost leverage and margin enhancement initiatives. Apogent contributed to an increase in gross margin as a percentage of net sales with a partially offsetting increase in selling, general and administrative expenses as a percentage of net sales. In 2005, we experienced price increases in raw materials, including petroleum-based resins. We have been able to minimize the impact of these raw material price increases through increased pricing to customers and various cost savings measures. In the event we continue to experience raw material price increases in 2006, we will continue to implement initiatives to minimize any impact; however, it is possible that due to market conditions we may not be able to minimize the impact of some or all of these increases. Operating income in 2004 increased $59.3 million from 2003, with operating margins improving to 9.0% in 2004 from 3.9% in 2003. The improvement in operating margins was due to the Apogent transaction during 2004 along with strong organic margin improvement resulting from margin enhancement initiatives, which was partially offset by increased external and internal audit-related expenditures.

      Laboratory Workstations. Operating income in 2005 decreased $3.5 million from 2004 to $(0.7) million with operating margins declining to (0.3)% in 2005 from 1.6% in 2004. The decrease in operating margins was primarily the result of an increase in raw material costs and start-up costs related to a new manufacturing facility in Mexico. Operating income in 2004 decreased $8.3 million from 2003, with operating margins declining to 1.6% in 2004 from 5.4% in 2003. The decline in operating margins was primarily a result of the overall decline in revenue during 2004 due to lower market demand for higher margin small projects and the effect of increased steel prices. Given this segment’s recent financial performance, we are evaluating strategic alternatives with respect to this business.

Restructuring Plan Activities

      During 2004, the Company implemented restructuring plans (collectively the “2004 Restructuring Plan”) focused on the integration of certain international operations and the streamlining of domestic operations. These plans include the consolidation of office, warehouse, and manufacturing facilities. As a result of these actions, the Company recorded restructuring charges of $19.9 million and $7.8 million for the years ended December 31, 2005 and 2004, respectively. The Company closed five manufacturing facilities in 2004 and closed 10 such facilities in 2005. These charges include employee separation costs and other exit costs. Employee-separation costs relate to termination and other severance costs. The other exit costs primarily represent legal and contract-termination costs. At December 31, 2005 and 2004, the Company had $5.5 million and $4.8 million, respectively, in accruals related to the ongoing 2004 Restructuring Plan included in the balance sheet.

      As of December 31, 2005, and 2004, $0.7 million and $1.5 million, respectively, in accruals related to other restructuring activities are included on the balance sheet. For the year ended December 31, 2005, the Company incurred restructuring charges of $2.9 million related to these other restructuring activities.

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      The following table summarizes the recorded accruals and activity related to the restructuring plans (in millions):

		December 31,		2005		2005						December 31,
		2004		Charges		Payments			Other			2005
2004 Plan termination benefits		$	3.3	$	16.6	$	(16.2	)	$	(0.3	)	$	3.4
2004 Plan other charges			1.5		3.3		(1.5	)		(1.2	)		2.1
	Total 2004 Plan		4.8		19.9		(17.7	)		(1.5	)		5.5
Other plans			1.5		2.9		(3.4	)		(0.3	)		0.7
	Total restructuring	$	6.3	$	22.8	$	(21.1	)	$	(1.8	)	$	6.2

		December 31,		2004		2004			December 31,
		2003		Charges		Payments			2004
2004 Plan termination benefits		$	—	$	6.0	$	(2.7	)	$	3.3
2004 Plan other charges			—		1.8		(0.3	)		1.5
	Total 2004 Plan		—		7.8		(3.0	)		4.8
Other plans			2.2		—		(0.7	)		1.5
	Total restructuring	$	2.2	$	7.8	$	(3.7	)	$	6.3

Interest Expense

      Interest expense in 2005, 2004, and 2003, was $109.3 million, $104.8 million and $84.8 million, respectively. The increase in interest expense in 2005 resulted from the full year effect of the assumption of debt associated with the Apogent transaction on August 2, 2004, the issuance of 3.25% Convertible Senior Subordinated Notes to fund the Oxoid acquisition on March 3, 2004 and the issuance of 6¹/8% Senior Notes in July 2005. The increase was also due to the overall increase in interest rates on floating rate debt during 2005 compared to 2004. This increase in interest expense was offset in part by a $5.3 million gain associated with the termination of our interest rate swaps and the redemption or refinancing at a lower cost of our 8% Senior Subordinated Notes and 8¹/8% Senior Subordinated Notes in 2005. The increase in interest expense in 2004 was primarily attributable to the assumption of debt upon the merger with Apogent on August 2, 2004, and the issuance of $300 million of 3.25% convertible debt on March 3, 2004, to fund the acquisition of Oxoid.

Other Expense (Income), Net

      Other expense (income), net, includes the following for the years ended December 31, 2005, 2004, and 2003 (in millions):

		2005			2004			2003
Debt-refinancing costs		$	70.3		$	14.4		$	65.9
Acquisition-related foreign currency hedges			—			2.2			15.7
Gain on sale of investment			(3.3	)		(22.7	)		—
Interest income and other			(6.7	)		(4.3	)		(3.9	)
	Other expense (income), net	$	60.3		$	(10.4	)	$	77.7

      Debt refinancing costs in 2005 were attributable to $32.0 million and $1.2 million of charges incurred in connection with our debt tender and open market purchase for the 8¹/8% Senior Subordinated Notes due 2012 and $37.1 million of charges incurred in connection with the debt tender and redemption of 8% Senior Subordinated Notes due 2013, offset in part by gains on the sale of investments and interest income. Amounts in 2004 primarily relate to third-party costs incurred to refinance the debt assumed in the Apogent merger and

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the write-off of deferred financing fees and third-party costs related to the Fisher credit facility that was refinanced upon consummation of the Apogent merger. Amounts in 2003 primarily relate to call premiums and the write off of deferred financing fees of previously outstanding notes.

      We recognized a gain in the fourth quarter of 2004 from the liquidation of our investment in ProcureNet, Inc. (“ProcureNet”). ProcureNet is a former subsidiary that was spun off from Fisher in 1999.

Discontinued Operations

      On April 5, 2005, the Company completed the sale of all of the capital stock of Atos Medical Holding AB (“Atos”), a manufacturer of ear, nose and throat medical devices, for approximately $110.0 million in cash. Atos was acquired in September 2003 in connection with the Company’s acquisition of Perbio Science AB and the results of Atos were previously included in our healthcare products and services segment. The Company realized a gain on the sale of Atos of approximately $17.0 million, net of taxes of $8.4 million. See Note 3 in the accompanying Notes to the Consolidated Financial Statements for a complete description of this transaction.

Income Tax Provision

      Our effective tax rate in 2005, 2004 and 2003 was 23.8%, 13.5% and 18.8%, respectively. The increase in the effective tax rate in 2005 compared with 2004 was primarily due to geographic changes in profits and reduced tax benefits for audit settlements. These were offset, in part, by the impacts of tax planning. The decrease in the effective tax rate in 2004 compared with 2003 was due to a $10.9 million credit in 2004 due to the finalization of certain foreign and domestic tax audits and negotiations, and a basis difference relating to the Company’s disposal of its investment in ProcureNet, partially offset by the effect of the merger with Apogent.

Liquidity and Capital Resources

      Cash provided by operating activities was $612.0 million in 2005 compared with $392.8 million in 2004. The increase in cash from operations in 2005 was primarily due to an increase in net income as adjusted for items such as depreciation and amortization, debt premiums and the write-off of amounts associated with debt tenders, deferred income taxes, and the gains on sales of a business and investments. An increase in accounts receivable, driven primarily by the growth in the business, utilized cash of $57.7 million in 2005. The increase in inventories, driven primarily by the growth in the business, utilized cash of $9.1 million in 2005. Accrued and other current liabilities utilized cash of $16.6 million for 2005 as compared with a cash generation of $2.0 million for 2004. Other assets and liabilities used cash of $54.3 million in 2005 as compared with a use of cash of $70.8 million in 2004. In 2004, cash generated from operating activities was $392.8 million compared with $218.0 million in 2003. The increase in cash from operations in 2004 was related primarily to an increase in net income and the effect of the Apogent transaction in 2004.

      We used $268.4 million of cash for investing activities in 2005 compared with $407.0 million in 2004. The decrease in cash used in 2005 was primarily attributable to a decrease in cash used in 2005 for acquisitions as compared with the cash used in 2004 for acquisitions. Cash was also utilized for increased capital expenditures in 2005 related to investments in the Company’s Biosciences business, facility expansion related to the consolidation of manufacturing facilities and the transfer of production to lower-cost facilities. This was offset in part by the cash proceeds of approximately $110.0 million from the sale of Atos. In 2004, we used $407.0 million of cash for investing activities compared with $766.4 million in 2003. The decrease in cash used in 2004 was primarily due to a decrease in cash used for acquisitions. In 2004, we used cash to acquire Oxoid and Dharmacon and merged with Apogent in a stock-for-stock transaction. The cash acquired from the merger with Apogent is shown as a reduction in cash used for acquisitions in 2004. In addition, included in

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other investing activities was $26 million of proceeds from the liquidation of our investment in ProcureNet in 2004. Significant capital expenditures in 2004 included facility expansions at our pharmaceutical services and life science businesses and construction of a manufacturing facility in Mexico for our lab-workstations segment.

      We used $84.2 million of cash for financing activities in 2005 compared with cash generation of $83.2 million in 2004. The significant financing activities during 2005 and 2004 are discussed below.

      During 2005 we completed the following significant financing transactions:

•  In April 2005, we commenced a cash tender offer for all $304 million aggregate principal amount outstanding of our 8¹/8% Senior Subordinated Notes due 2012. We accepted for purchase approximately $290.1 million of the Notes in the tender offer. Subsequent to the tender offer, we purchased on the open market approximately $12.4 million of the Notes.

•  In June 2005, we commenced a cash tender offer for all $300 million aggregate principal amount outstanding of our 8% Senior Subordinated Notes due 2013. We accepted for purchase approximately $298.3 million of the Notes in the tender offer. On August 15, 2005, we redeemed the remaining balance of $1.7 million of the Notes.

•  On July 15, 2005, we issued and sold pursuant to Rule 144A $500.0 million of 6¹/8% Senior Subordinated Notes due 2015. We used the proceeds from this offering, in part, to complete a tender offer for approximately $298.3 million of the 8% Senior Subordinated Notes due 2013. The remaining proceeds were used to fund a portion of the purchase price of Cellomics, Inc., Lancaster Laboratories, Inc. and McKesson BioServices.

      During 2004 we completed the following significant financing transactions:

•  On March 3, 2004, we sold $300 million of our 3.25% Convertible Senior Subordinated Notes due 2024 and on March 23, 2004, we sold an additional $30 million principal amount upon exercise of the over-allotment option by the initial purchasers of the notes.

•  On March 31, 2004, we retired $80 million of bank debt outstanding under our term loan facility reducing the then outstanding balance to $360 million.

•  On August 3, 2004, we issued and sold pursuant to Rule 144A $300 million of our 6³/4% Senior Subordinated Notes due 2014. We used the proceeds from this offering to repay Apogent’s 6¹/2% Senior Subordinated Notes due 2013.

      In connection with the Apogent merger, we engaged in the following financing transactions:

•  We entered into a new credit facility (the “Credit Facility”) to replace our existing credit facility, to pay off other existing indebtedness (including indebtedness of our subsidiaries), to provide working capital and for general corporate purposes. The Credit Facility consisted of (i) a $500 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $700 million term loan facility (the “Term Facility”) in three tranches: (a) a $250 million tranche (“Tranche A-1”), (b) a $300 million tranche (“Tranche A-2”) and (c) a $150 million tranche (“Tranche B”). The Tranche A-2 loan was unfunded at the closing of the Credit Facility and the lenders’ commitment to fund the Tranche A-2 loan was originally scheduled to expire on December 31, 2004. In December 2004, we amended the Credit Facility to extend the term of this commitment through December 31, 2005, and lower the interest rate on commitments and borrowings under the Credit Facility. In December 2005, we again amended the Credit Facility to increase the commitment under the Revolving Credit Facility to $800 million, terminate the commitment under the Tranche A-2 loan, refinance the Tranche B loan with an additional Tranche A-1 loan and further lower the interest rate on commitments and borrowings.

•  We completed an exchange offer for the $345 million aggregate principal amount of Floating Rate Senior Convertible Contingent Debt Securities due 2033 (the “Floating Rate CODES”) of Apogent. The exchange offer for the Floating Rate CODES aligned the conversion terms of Apogent’s convertible debt with Fisher’s currently outstanding convertible debt. A total of 99.9% of the

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	outstanding principal amount of the Floating Rate CODES were tendered for exchange with a like principal amount of Floating Rate Convertible Senior Debentures.
•	We completed an exchange offer for the $300 million aggregate principal amount of 2.25% Senior Convertible Contingent Debt Securities due 2021 (the “2.25% CODES”) of Apogent. The exchange offer for the 2.25% CODES aligned the conversion terms of Apogent’s convertible debt with Fisher’s currently outstanding convertible debt. A total of 99.6% of the outstanding principal amount of the 2.25% CODES were tendered for exchange with a like principal amount of 2.25% Convertible Senior Debentures.
•	Concurrent with the two exchange offers, we completed a cash tender offer for the $250 million aggregate principal amount of the 61/2% Senior Subordinated Notes due 2013 of Apogent. A total of 99.8% of the outstanding principal amount of the notes were tendered.
•	On September 20, 2004, we issued a notice of redemption for approximately $298.8 million of the 2.25% Convertible Senior Debentures and approximately $1.0 million of the 2.25% CODES for cash. Noteholders had the option of converting their notes until October 18, 2004. Approximately $295.7 million of the notes were converted and settled in cash. Notes that were not converted were redeemed on October 20, 2004.

      In April 2003, we entered into various fixed interest rate swaps to hedge a portion of the variability of cash flows related to changes in interest rates of variable rate debt obligations. The interest rate swaps had a notional value of $200 million and were scheduled to expire at various dates between March 2008 and March 2010. During 2005, the Company terminated the interest rate swaps and recognized a total pretax gain of $5.3 million. This gain is classified as interest expense in the statement of operations.

      The following table sets forth our capitalization as of December 31, 2005 and December 31, 2004 (in millions). This table should be read along with our financial statements and related notes included elsewhere herein.

		2005		2004
Revolving Credit Facility(1)		$	—	$	—
Term Facility			381.2		393.0
2.50% Convertible Senior Notes			300.0		300.0
Floating Rate Convertible Senior Debentures			344.6		344.6
3.25% Convertible Senior Subordinated Notes			330.0		330.0
81/8% Senior Subordinated Notes			1.5		309.9
8% Senior Subordinated Notes			—		310.3
63/4% Senior Subordiated Notes			300.0		300.0
61/8% Senior Subordinated Notes			497.4		—
Other debt			55.4		60.8
	Total debt		2,210.1		2,348.6
Stockholders’ equity			4,304.3		3,870.0
	Total capitalization	$	6,514.4	$	6,218.6

(1)  Our revolving credit commitments were $800.0 million and $500.0 million at December 31, 2005 and 2004, respectively. As of December 31, 2005 and 2004, approximately $31.8 million and $38.1 million, respectively, of this facility were utilized for letters of credit outstanding, and no borrowings were outstanding.

      Under our accounts receivable securitization facility, revolving credit facility and term facility, we had the ability to borrow an aggregate of $988.5 million and $969.2 million as of December 31, 2005 and 2004, respectively.

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      The following table summarizes maturities for our significant financial obligations as of December 31, 2005 (in millions):

		Payments Due by Period
				Less Than						More Than
Contractual Obligations		Total		1 Year		1-3 Years		3-5 Years		5 Years
Debt, including short-term debt(a)		$	2,204.0	$	72.2	$	70.8	$	286.1	$	1,774.9
Interest(b)			1,173.3		100.2		196.4		167.9		708.8
Capital lease obligations			6.1		2.4		3.5		0.2		—
Operating leases			211.3		50.1		75.7		44.7		40.8
Unconditional purchase obligations(c)			15.7		15.7		—		—		—
Other(d)			8.2		8.2		—		—		—
	Total contractual obligations	$	3,618.6	$	248.8	$	346.4	$	498.9	$	2,524.5

(a)	Amounts represent the expected cash payments for our debt and do not include any deferred issuance costs.
(b)	For the purpose of this calculation, amounts assume interest rates on floating rate obligations remain unchanged from levels at December 31, 2005, throughout the life of the obligation.
(c)	Unconditional purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at anytime without penalty.
(d)	Obligation represents a funding commitment pursuant to an investment held by the Company.

      The Company holds an investment in a joint venture whereby the counter party has a right to require the Company to purchase its interest beginning in 2008. The purchase price is based on a multiple of pre-tax earnings.

      We expect to satisfy our short-term funding requirements from operating cash flow, together with cash and cash equivalents on hand or available through our accounts receivable securitization facility and revolving credit facility. A change in demand for the Company’s goods and services 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 could utilize the receivables securitization facility (see “Item 8 — Financial Statements and Supplementary Data — Note 4 Accounts Receivable”) to the extent that we have qualified receivables to sell through the 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 12 months. Cash requirements for periods beyond the next 12 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 or, if available, will be obtained at terms favorable to us. Additional financing could also be dilutive to earnings per share.

      On March 15, 2005, our Board of Directors authorized a share repurchase program of up to $300 million of our common stock. The authorization for share repurchases extends through March 15, 2007. The program authorizes management, at its discretion, to repurchase shares from time to time on the open market or in privately negotiated transactions subject to market conditions and other factors. As of December 31, 2005, no shares have been repurchased by us under this program.

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Guarantees

      In disposing of assets or businesses, we often provide representations, warranties and/or indemnities to cover various risks including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste facilities, and unidentified tax liabilities and legal fees related to periods prior to the disposition. We do not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, we have no reason to believe that these uncertainties would have a material adverse effect on our financial position, annual results of operations or cash flows.

      We have recorded liabilities for known indemnifications included as part of environmental liabilities. See Item 1. Business-Environmental Matters for a discussion of these liabilities.

Equity Investment in Affiliates and Other Investments

      We own 49% of Glass & Plastic Labware LLC and 50% of Panymex International, S.A., which are unconsolidated joint ventures that we hold as equity investments.

      In addition to acquisitions and joint ventures, we periodically make equity investments in companies and investment funds. To date, these investments, given their size and nature, have been accounted for on the cost method of accounting. For additional information refer to “Item 8 — Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies — Investments.”

Description of Indebtedness

      The following is a summary of the pricing, maturity, ratings and collateral of our indebtedness at December 31, 2005, including our accounts receivable securitization facility, followed by more detailed descriptions:

								S&P, Fitch,
Instrument	Interest Pricing			Maturity		First Put Date		Moody’s Ratings		Collateral
Receivable Securitization Facility		CP+60			2008		Not applicable		Not applicable	Select accounts receivable
Revolving Credit Facility		LIBOR+62.5	(a)		2009		Not applicable		BBB/BBB/Bal	Stock of material direct subsidiaries
Term Facility		LIBOR+62.5	(a)		2009		Not applicable		BBB/BBB/Bal	Stock of material direct subsidiaries
2.50% Convertible Senior Notes		2.5	%		2023		2010		BBB–/BBB–/Bal		Unsecured
Floating Rate Convertible Senior Debentures		LIBOR-125			2033		2008		BBB–/BBB–/Bal		Unsecured
3.25% Convertible Senior Subordinated Notes		3.25	%		2024		2011		BB+/BB+/Ba2		Unsecured
63/4% Senior Subordinated Notes		6.75	%		2014		Not applicable		BB+/BB+/Ba2		Unsecured
61/8% Senior Subordinated Notes		6.125	%		2015		Not applicable		BB+/BB+/Ba2		Unsecured
81/8% Senior Subordinated Notes		8.125	%		2012		Not applicable		BB+/BB+/Ba2		Unsecured
Other debt		Various			Various		Not applicable		Not applicable		Various

(a) Interest rate is based on ratings. As of December 31, 2005, the interest rate is LIBOR + 62.5 basis points.

Receivables Securitization Facility

      In January 2004, we entered into a 365-day receivables securitization facility and in February 2005, we entered into a new three-year receivables securitization facility (the “Receivables Securitization Facility”) which provides for the sale, on a revolving basis, of all of the accounts receivable of certain of our subsidiaries to FSI Receivables Company LLC (“FSI”), a special purpose, bankruptcy remote indirect wholly owned and consolidated subsidiary of the Company. In connection with the Receivables Securitization Facility, FSI can

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transfer, on a revolving basis, an undivided percentage ownership interest in a designated pool of accounts receivable to certain financial institutions, up to a maximum amount of $225 million. Although this is a $225 million facility, the actual amount available for utilization is a function of the characteristics of the accounts receivable transferred by FSI. We use the Receivables Securitization Facility to fund short-term cash needs. The effective funded rate on the Receivables Securitization Facility is approximately the commercial paper rate plus 60 basis points. The unfunded annual commitment fee is 30 basis points. There were no amounts funded under this facility as of December 31, 2005 or 2004. Based on the characteristics of the receivables, $220.3 million and $207.2 million were available for utilization under the facility as of December 31, 2005 and 2004, respectively. Any amounts funded under the Receivables Securitization Facility are not classified as debt on the balance sheet, but are reflected as a reduction in accounts receivable.

Credit Facilities

      In August 2004, we entered into a credit facility (the “Credit Facility”) consisting of (i) a $500 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $700 million term facility (the “Term Facility”) in three tranches: (a) a $250 million Tranche A-1, (b) a $300 million Tranche A-2 and (c) a $150 million Tranche B. The Tranche A-2 loan was unfunded at the closing of the Credit Facility. This Credit Facility has been amended several times since the original August 2004 close. As a result of these amendments (i) the $300 million commitment under the unfunded A-2 tranche was transferred to the Revolving Credit Facility (thus increasing the Revolving Credit Facility to $800 million) and (ii) Tranche B borrowings were refinanced with additional Tranch A-1 borrowings. Our effective interest rate on Tranche A-1 and revolving credit facility borrowings has changed as a result of these amendments from LIBOR + 125 basis points to LIBOR + 62.5 basis points. The Tranche A-1 loan is payable in mandatory quarterly installments of $7.1 million through 2007, quarterly installments of $9.5 million in 2008 and three installments of $95.1 million on March 31, 2009, June 30, 2009 and August 2, 2009.

      The commitments under the Revolving Credit Facility terminate in 2009. As of December 31, 2005, there were no borrowings outstanding under the Revolving Credit Facility. The Revolving Credit Facility allows for the issuance of letters of credit, which reduces the amount available for borrowing. As of December 31, 2005, there were $31.8 million in letters of credit outstanding and $768.2 million of borrowings available under the Revolving Credit Facility.

      The Credit Facility contains covenants that require us to maintain interest coverage ratios above certain minimum levels and total leverage and senior leverage ratios below certain maximum levels. The Credit Facility also contains additional covenants, including limitations on liens; investments; acquisitions; indebtedness; dispositions; dividends; share repurchases; mergers or sales of substantially all assets; changes in nature of business; and transactions with affiliates.

      The Credit Facility requires us to meet the following financial tests on the last day of each fiscal quarter:

      Consolidated Interest Expense Coverage Ratio. We cannot permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense, in each case for any period of four consecutive fiscal quarters, to be less than a ratio of 3.00 to 1.00.

      Total Leverage Ratio. We cannot permit the ratio of (a) Consolidated Funded Indebtedness as of the last day of any fiscal quarter to (b) Consolidated EBITDA for the most recent four consecutive fiscal quarters ending during any period set forth below to exceed the ratio set forth below opposite such period:

Period	Ratio
January 1, 2005 through December 31, 2005		4.25 to 1.00
Thereafter		3.75 to 1.00

      Senior Leverage Ratio. We cannot permit the ratio of (a) Consolidated Funded Indebtedness (excluding Subordinated Indebtedness) as of the last day of any fiscal quarter to (b) Consolidated EBITDA

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for the most recent four consecutive fiscal quarters ending during any period set forth below to exceed the ratio set forth below opposite such period:

Period	Ratio
January 1, 2005 through December 31, 2005		3.25 to 1.00
Thereafter		3.00 to 1.00

      As of December 31, 2005, and at all other times during fiscal 2005, we were in compliance with all applicable covenants.

2.50% Convertible Senior Notes due 2023

      We have $300 million principal amount of 2.50% Convertible Senior Notes due 2023. Interest on the notes is payable on April 1 and October 1 of each year. The notes are convertible at the option of the holder upon the occurrence of certain events at a price of $47.46 per share. In May 2005, we terminated our right to deliver shares of common stock upon conversion of notes by holders in respect of the principal amount of the notes converted. As a result, the Company will be required to deliver cash to holders upon conversion, up to the principal amount of the notes converted. The Company will have the option to satisfy any amount of conversion obligation in excess of the principal amount in cash and/or shares of common stock. The notes may be redeemed, in whole or in part, at our option on or after October 2, 2010, at 100% of the principal amount plus accrued interest. In addition, holders of the notes have the option, subject to certain conditions, to require us to purchase any notes held by them for 100% of the principal amount plus accrued interest on October 1, 2010, October 1, 2015, and October 1, 2020, or upon a change of control.

Floating Rate Convertible Senior Debentures due 2033

      We have $344.6 million principal amount of Floating Rate Convertible Senior Debentures due 2033. Interest on the notes is payable on March 15, June 15, September 15 and December 15 of each year at an annual rate of LIBOR minus 1.25%. Additional quarterly interest equal to 0.0625% of the market value of the notes will be paid commencing with the quarterly interest period beginning December 15, 2009, if the market value of the notes during specified testing periods is 120% or more of the principal value. The notes are convertible at the option of the holder upon the occurrence of certain events at a price of $59.09 per share. In May 2005, we terminated our right to deliver shares of common stock upon conversion of notes by holders in respect of the principal amount of the notes converted. As a result, the Company will be required to deliver cash to holders upon conversion, up to the principal amount of notes converted. The Company will have the option to satisfy any amount of conversion obligation in excess of the principal amount in cash and/or shares of common stock. The notes may be redeemed, in whole or in part, at our option on or after March 15, 2010, at 100% of the principal amount plus accrued interest. In addition, holders of the notes have the option, subject to certain conditions, to require us to purchase any notes held by them for 100% of the principal amount plus accrued interest on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024, and December 15, 2029, or upon a change of control.

3.25% Convertible Senior Subordinated Notes due 2024

      We have $330 million principal amount of 3.25% Convertible Senior Subordinated Notes due 2024. Interest on the notes is payable on March 1 and September 1 of each year. The notes are convertible at the option of the holder upon the occurrence of certain events at a price of $80.40 per share. In May 2005, we terminated our right to deliver shares of common stock upon conversion of notes by holders in respect of the principal amount of the notes converted. As a result, the Company will be required to deliver cash to holders upon conversion, up to the principal amount of notes converted. The Company will have the option to satisfy any amount of conversion obligation in excess of the principal amount in cash and/or shares of common stock. The notes may be redeemed, in whole or in part, at our option, on or after March 2, 2011, at 100% of the principal amount plus accrued interest. In addition, holders of the notes have the option, subject to certain conditions, to require us to purchase any notes held by them for 100% of the principal amount plus accrued interest on March 1, 2011, March 1, 2016 and March 1, 2021, or upon a change of control.

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6³/4% Senior Subordinated Notes due 2014

      We have $300 million principal amount of 6³/4% Senior Subordinated Notes due 2014. Interest on the notes is payable on February 15 and August 15 of each year. The notes may be redeemed, in whole or in part, at our option, on or after August 15, 2009, at specified redemption prices plus accrued interest. At any period prior to August 15, 2009, we may redeem the notes at a redemption price of 100% of the principal amount plus a specified make-whole premium plus accrued interest. Also, on or prior to August 15, 2007, at our option, we may redeem up to 40% of the aggregate principal amount of the notes at a redemption price equal to 106.75% of the principal amount plus accrued interest with the proceeds of one or more equity offerings.

      If a change of control occurs and the notes fail to maintain at least a BBB- rating by S&P and a Baa3 rating by Moody’s, each holder of notes may require us to repurchase some or all of its notes at a purchase price equal to 101% of the principal amount plus accrued interest. The notes contain covenants which limit our ability to incur additional indebtedness, pay dividends, repurchase shares, create certain liens, enter into transactions with affiliates, consummate asset sales, and merge or consolidate. These covenants are subject to important exceptions and qualifications. Most of these covenants are suspended during any period that the notes are rated BBB- or better by S&P or Baa3 or better by Moody’s. In addition, most of these covenants permanently terminate if the notes are rated BBB- or better by S&P and Baa3 or better by Moody’s. As of December 31, 2005, and at all other times during fiscal 2005, we were in compliance with all applicable covenants.

6¹/8% Senior Subordinated Notes due 2015

      On July 15, 2005, we issued $500 million principal amount of 6¹/8% Senior Subordinated Notes due 2015. Interest on the notes is payable on January 1 and July 1 of each year. The notes may be redeemed, in whole or in part, at our option, on or after July 1, 2010, at specified redemption prices plus accrued interest. At any period prior to July 1, 2010, we may redeem the notes at a redemption price of 100% of the principal amount plus a specified make-whole premium plus accrued interest. Also, on or prior to July 1, 2008, at our option, we may redeem up to 40% of the aggregate principal amount of the notes at a redemption price equal to 106.125% of the principal amount plus accrued interest with the proceeds of one or more equity offerings.

      If a change of control occurs and the notes fail to maintain at least a BBB- rating by S&P and a Baa3 rating by Moody’s, each holder of notes may require us to repurchase some or all of its notes at a purchase price equal to 101% of the principal amount plus accrued interest. The notes contain covenants which limit our ability to incur additional indebtedness, pay dividends, repurchase shares, create certain liens, enter into transactions with affiliates, consummate asset sales, and merge or consolidate. These covenants are subject to important exceptions and qualifications. Most of these covenants are suspended during any period that the notes are rated BBB- or better by S&P or Baa3 or better by Moody’s. In addition, most of these covenants permanently terminate if the notes are rated BBB- or better by S&P and Baa3 or better by Moody’s. As of December 31, 2005, and at all other times during fiscal 2005, we were in compliance with all applicable covenants.

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 ongoing basis, we evaluate our estimates and judgments. 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 and form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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      Our significant accounting policies are described in “Item 8 — Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies.” We believe the critical accounting policies discussed below are those most important for an understanding of our financial condition and results of operations and require our most difficult, subjective or complex judgments.

      Revenue Recognition — We record product revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss have been transferred to the customer and collectibility of the resulting receivable is reasonably assured. Risk of loss is generally transferred to the customer upon delivery. Products are typically delivered without significant post-sale obligations to customers. When significant post-sale obligations exist, revenue recognition is deferred until the obligations are satisfied. We record reductions to revenue for estimated returns. Should a greater or lesser number of products be returned to us, additional adjustments to revenue and the return reserve may be required. Pharmaceutical outsourcing service revenues, which can consist of specialized packaging, warehousing and distribution of products, and arrangements with multiple elements, are recognized as each of the elements is provided. The Company recognizes revenue for each element based on the fair value of the element provided, which has been determined by referencing historical pricing policies when the element is sold separately.

      Loss Contingencies — Accruals are recorded for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, self-insurance and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and or external legal counsel and actuarial estimates. Reserves, including environmental reserves are recorded on an undiscounted basis. Additionally, we record receivables from third party insurers when recovery has been determined to be probable.

      Warranty Obligations — We 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 of Fisher branded products, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Although our actual product returns and warranty costs have not historically fluctuated, should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to cost of sales and the estimated warranty obligation may be required.

      Business Combinations — Assumptions and estimates are used in determining the fair value of assets acquired and liabilities assumed in a business combination. A significant portion of the purchase price in many of our acquisitions is assigned to intangible assets that require that we use significant judgment in determining (i) fair value; and (ii) whether such intangibles are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. We utilize third-party valuation experts to assist us in this process. Changes in the initial assumptions could lead to changes in amortization charges recorded in our financial statements.

      Goodwill and Indefinite Lived Intangibles — We perform an evaluation of whether goodwill and indefinite lived intangibles are impaired annually, or when events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel, and acts by governments and courts. Fair value is determined using a combination of discounted cash flows and multiple of earnings valuation techniques. Our estimates are based upon historical trends, management’s knowledge and experience, and overall economic factors. While we believe our estimates are reasonable, different assumptions regarding items such as future cash flows and volatility in the markets we serve could affect our evaluations and result in write-downs to the carrying amount of our goodwill. We utilize third-party valuation experts to assist us in this process. We perform our annual test of goodwill impairment as of October 31. Any impairment event would negatively impact our results of operations.

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      Long-lived Tangible Assets and Definite-lived Intangible Assets — We review such assets for possible impairment when we believe that a change in circumstances in the business or external factors indicates a review is warranted. Circumstances that may trigger an impairment review include the change in the volume of product produced at a facility, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, or an adverse change in legal factors or in the business climate. Our review to determine if an impairment test is required is based on an undiscounted cash flow analysis for asset groups at the lowest level for which there are identifiable cash flows largely independent of the cash flows of other asset groups. The analysis requires that we assess changes in technology, the continued success of products, future volume, and revenue and expense growth rates. Any impairment event would negatively affect our results of operations.

      Pension Plans and Retiree Benefits — The costs and obligations of our pension and retiree benefit plans are calculated using many assumptions to estimate the benefits that the employee earns while working, the amount of which cannot be completely determined until the benefit payments cease. The most significant assumptions, as presented in “Item 8 — Financial Statements and Supplementary Data — Note 17 — Employee Benefit Plans,” can include discount rate, expected return on plan assets, future trends in healthcare costs, and future pay increases. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation. Actual results may differ substantially from these assumptions. These differences may significantly affect future pension or retiree benefit expenses and obligations and hence both pretax and after-tax income.

      Annual pension and retiree benefit expense is principally the sum of four components: 1) value of benefits earned by employees for working during the year; 2) increase in the liability from interest; 3) expected return on plan assets; which reduces the expense and 4) other gains and losses as described below. The expected return on plan assets is calculated by applying an assumed long-term rate of return to the fair value of plan assets. In any given year, actual returns can differ significantly from the expected return. Differences between the actual and expected return on plan assets are combined with gains or losses resulting from the revaluation of plan liabilities. Plan liabilities are revalued annually, based on updated assumptions and information about the individuals covered by the plans.

      In accordance with U.S. GAAP, unrecognized gains and losses, such as actual gains or losses on assets that vary from expected returns, are generally amortized over the remaining years that employees are expected to work. Accordingly, while changes in assumptions and actual results of portfolios introduce significant variability, the amortization provisions described above somewhat reduce the periodic charges or credits to the statement of operations.

      If the fair value of pension plan assets is less than the accumulated pension benefit obligation, accounting standards require our balance sheet to include an additional pension liability equal to the difference, adjusted for accrued pension cost. The adjustment to record this additional liability is generally charged to other comprehensive income/(loss) in stockholders’ equity and hence results in a decrease in net assets on the balance sheet.

      Stock Options — We have historically measured compensation expense for our stock-based employee compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees. Under the intrinsic value method, compensation cost is the excess, if any, of the quoted market price of the stock at the grant date over the amount an employee must pay to acquire the stock. While our primary financial statements have used the above measure, Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”) also requires that we present pro forma financial results as if a fair value method of accounting for an employee stock option or similar equity instrument were applied. Under SFAS 123, the fair value of the stock option is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock and its expected dividends, and the risk-free interest rate over the expected life of the option. These assumptions are highly subjective and changes in them could significantly impact the value of the option and hence the pro forma compensation cost.

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      We will be required to account for options under the fair value method in 2006. For a discussion of the expected effect of our application of the fair value method as of January 1, 2006, as required by SFAS 123R, see “Item 8 — Financial Statements and Supplementary Data — Note 21 — Recent Accounting Pronouncements.”

      Income Taxes — Deferred income taxes provide for the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities. We regularly assess the likelihood of realization of future net deductible amounts and net operating loss carryforwards and credits and establish valuation allowances for amounts considered to be less likely than not of being realized. Changes in this assessment can lead to changes to after-tax income.

      We operate in numerous countries under many legal forms. As a result, we are subject to the jurisdiction of numerous domestic and foreign tax authorities, as well as to tax agreements and treaties among these governments. Our operations in these different jurisdictions are taxed on various bases: actual income before taxes, value-added tax (VAT) deemed profits (which are generally determined using a percentage of revenues rather than profits) and withholding taxes based on revenue. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and hence our after-tax income.

      We intend to indefinitely reinvest certain earnings of our foreign subsidiaries in operations outside the U.S., and accordingly, we have not provided for U.S. income taxes on such earnings. We do provide for U.S. and additional non-U.S. taxes on earnings anticipated to be repatriated from our non-U.S. subsidiaries. Any changes in plans relative to repatriation could result in a change to our after-tax income.

      Our tax filings for various periods are subject to audit by tax authorities in most jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are resolved with the authorities or potentially through the courts. We have provided for the amounts we believe will ultimately result from these proceedings. Should the results of the tax audits be different from what we estimate, a charge or a credit, perhaps material in nature, could be reflected in our statement of operations.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”). SFAS 123R supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. This statement addressed the accounting for share-based payments to employees, including grants of employee stock options. Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB Opinion No. 25. Instead, companies will be required to account for such transactions using a fair-value method and recognize the related expense associated with share-based payments in the statement of operations. SFAS 123R is effective for us as of January 1, 2006. We historically accounted for share-based payments to employees under APB Opinion No. 25’s intrinsic value method. As such, we generally have not recognized compensation expense for options granted to employees. We will adopt the provisions of SFAS 123R under the modified prospective method, in which compensation cost for all share-based payments granted or modified after the effective date is recognized based upon the requirements of SFAS 123R and compensation cost for all awards granted to employees prior to the effective date that are unvested as of the effective date of SFAS 123R is recognized based on SFAS 123. Tax benefits will be recognized related to the cost for share-based payments to the extent the equity instrument would ordinarily result in a future tax deduction under existing law. Tax expense will be recognized to write off excess deferred tax assets when the tax deduction upon settlement of a vested option is less than the expense recorded in the statement of operations (to the extent not offset by prior tax credits for settlements where the tax deduction was greater than the fair value cost). We currently estimate the expense

38

associated with 2006 equity-based compensation to be approximately 28 cents per share. This amount is subject to revisions as we finalize certain assumptions related to 2006, including the size and nature of awards and forfeiture rates. SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation cost be reported as a financial cash flow rather than as operating cash flow as was previously required. We cannot estimate what the future tax benefits will be as the amounts depend on, among other factors, future employee stock option exercises. Due to our tax loss position, there was no operating cash inflow realized for December 31, 2005 and 2004 for such excess tax deductions.

      In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107 regarding the Staff’s interpretation of SFAS 123R This interpretation provides the Staff’s views regarding interactions between SFAS 123R and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. The interpretive guidance is intended to assist companies in applying the provisions of SFAS 123R and investors and users of the financial statements in analyzing the information provided. We will follow the guidance prescribed in SAB No. 107 in connection with our adoption of SFAS 123R.

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (“SFAS 151”). SFAS 151 amends Accounts Research Bulletin No. 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current-period charges. In addition, SFAS 151 requires that allocation of fixed production overhead to inventory be based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We are currently assessing the impact that adoption of SFAS 151 will have on our results of operations and financial position, but we do not expect that it will be material.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Financial Instruments

      In the normal course of business, we use derivative financial instruments, including foreign currency forward exchange contracts and options, commodity swaps and options and interest rate swaps to manage market risks. The objective in managing our exposure to changes in foreign currency exchange rates and commodities prices is to reduce volatility on earnings and cash flow associated with these changes. 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. We do not hold derivatives for trading purposes.

      We measure our market risk related to our holdings of financial instruments, be they derivatives or simply monetary assets or liabilities, based on changes in foreign currency rates, commodities prices and interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in cash flows and earnings based on a hypothetical 10% change in these market rates; we believe that the fair value exposures on these holdings is not necessarily material. We use 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 postretirement benefits in the analysis.

      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.

39

Interest Rate Risk and Management

      As of December 31, 2005, our debt portfolio included both fixed rate instruments (approximately $1,469.3 million) and floating rate instruments (approximately $740.8 million). The weighted average interest rates during 2005 of the fixed instrument portfolio were approximately 5.60% and the weighted average interest rates during 2005 for the variable instrument portfolio were approximately 3.36%. While our fixed rate instruments guarantee that our earnings and our cash flows will be predictable, changes in interest rates can cause the value of our fixed rate debt to change. However, such a value change has no impact on either our earnings or our cash flows unless we determine that we wish to retire a fixed rate debt obligation on the open market.

      On the other hand, our future earnings and future cash flows can fluctuate with our floating rate borrowings. However, the impact would be partially mitigated by the floating rate interest earned on excess cash. If there was a hypothetical 10% change in interest rates, the net impact to earnings and cash flows would be approximately $1.0 million. The potential change in cash flows and earnings is calculated based on the change in the net interest expense over a one-year period due to an immediate 10% change in rates.

Currency Risk and Management

      We operate and conduct business in many foreign countries and as a result are exposed to fluctuations in foreign currency exchange rates. Our exposure to exchange rate effects includes (1) exchange rate fluctuations on financial instruments and transactions denominated in foreign currencies other than the functional currency of a specific subsidiary, which affect earnings, and (2) exchange rate movements upon translation of net assets in foreign subsidiaries for which the functional currency is not the U.S. dollar, which generally affects our net equity — not our earnings nor our cash flows.

      As of December 31, 2005, we had outstanding forward and/or option contracts to minimize our exposures to exchange rate fluctuations between the US dollar and Euros, Swiss Francs and Japanese Yen. The primary purpose of those contracts was to hedge against fluctuations in the exchange rates associated with short-term intercompany debt obligations. The fair value of these contracts as of that date was immaterial and, therefore, the potential loss in fair values, earnings or cash flows from a 10% shift in exchange rate was immaterial. In addition, given that such contracts were primarily intended to serve as fair value hedges, the net impact on our operating results and cash flows is deminimis.

      Our primary currency rate exposures, apart from the intercompany debt obligations noted above, relate to sales of goods or services, or purchase of good or services, by our businesses in currencies other than the ones in which they primarily do business. These exposures, because of the manner in which we source and sell product, are limited. A hypothetical 10% change in the currency exchange rates would not have had a material impact on our fair values, cash flows or earnings.

Commodity Risk Management

      As of December 31, 2005, we had outstanding option contracts on heating oil to minimize our exposures to fluctuations in the price of diesel fuel. The fair value of these contracts as of that date was immaterial and, therefore, the potential loss in fair values, earnings or cash flows from a 10% shift in heating oil prices is immaterial.

      Our primary commodity exposures relate to the procurement of raw material components used in our manufacturing operations, primarily petroleum-based resins and steel. A hypothetical 10% change in the price of these raw material components would not have had a material impact on our fair values, cash flows or earnings. We currently do not have derivative instruments in place with respect to these exposures.

40

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Fisher Scientific International Inc.

      We have audited the accompanying consolidated balance sheets of Fisher Scientific International Inc. and subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows, and changes in stockholders’ equity and other comprehensive income for each of the three years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, such consolidated financial statements present fairly, in all material respects, the financial position of Fisher Scientific International Inc. and subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, 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 consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

      We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

New York, New York

February 17, 2006

41

FISHER SCIENTIFIC INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF OPERATIONS

		Year Ended December 31,
		2005		2004			2003
		(In millions, except per share data)
Net sales		$	5,579.4	$	4,627.3		$	3,554.0
Cost of sales			3,668.8		3,272.5			2,620.8
Selling, general and administrative expenses			1,230.1		1,000.6			676.5
Impairment of goodwill			—		64.9			—
Restructuring expenses			22.8		7.8			—
Operating income			657.7		281.5			256.7
Interest expense			109.3		104.8			84.8
Other expense (income), net			60.3		(10.4	)		77.7
Income from continuing operations before income taxes			488.1		187.1			94.2
Income tax provision			116.2		25.3			17.7
Income from continuing operations			371.9		161.8			76.5
Income from discontinued operations, including gain on disposal of $17.0, net of tax for the year ended December 31, 2005			17.2		4.6			1.9
Net income		$	389.1	$	166.4		$	78.4
Earnings per share:
Basic net income per common share:
	Income from continuing operations	$	3.06	$	1.88		$	1.35
	Income from discontinued operations		0.14		0.05			0.03
	Net income	$	3.20	$	1.93		$	1.38
Diluted net income per common share:
	Income from continuing operations	$	2.92	$	1.75		$	1.26
	Income from discontinued operations		0.13		0.05			0.03
	Net income	$	3.05	$	1.80		$	1.29
Weighted average common shares outstanding:
	Basic		121.5		86.2			56.9
	Diluted		127.5		92.2			60.6

See the accompanying notes to consolidated financial statements.

42

FISHER SCIENTIFIC INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEET

				December 31,
				2005			2004
				(In millions, except
				share data)
ASSETS
Current assets:
	Cash and cash equivalents			$	407.2		$	162.5
	Accounts receivable, net				697.0			632.8
	Inventories				605.6			622.4
	Other current assets				281.5			264.5
	Assets held for sale				—			94.2
		Total current assets			1,991.3			1,776.4
Property, plant and equipment, net					831.3			785.4
Goodwill					3,769.8			3,756.9
Intangible assets, net					1,569.1			1,565.4
Other assets					268.8			206.1
		Total assets		$	8,430.3		$	8,090.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Short-term debt			$	74.6		$	39.4
	Accounts payable				501.1			468.5
	Accrued and other current liabilities				439.4			452.9
	Liabilities held for sale				—			8.9
		Total current liabilities			1,015.1			969.7
Long-term debt					2,135.5			2,309.2
Other long-term liabilities					975.4			941.3
		Total liabilities			4,126.0			4,220.2
Commitments and contingencies
Stockholders’ equity:
	Preferred stock ($0.01 par value; 15,000,000 shares authorized; none outstanding)				—			—
	Common stock ($0.01 par value; 500,000,000 shares authorized; 123,656,538 and 118,928,952 shares issued; 123,401,563 and 118,673,977 shares outstanding at December 31, 2005 and 2004, respectively)				1.2			1.1
Capital in excess of par value					4,191.9			4,006.1
Retained earnings (Accumulated deficit)					129.0			(260.1	)
Accumulated other comprehensive (loss) income					(13.8	)		126.9
Treasury stock, at cost (254,975 shares at December 31, 2005 and 2004)					(4.0	)		(4.0	)
		Total stockholders’ equity			4,304.3			3,870.0
			Total liabilities and stockholders’ equity	$	8,430.3		$	8,090.2

See the accompanying notes to consolidated financial statements.

43

FISHER SCIENTIFIC INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

				Year Ended December 31,
				2005			2004			2003
				(In millions)
Cash flows from operating activities:
	Net income			$	389.1		$	166.4		$	78.4
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation			131.2			92.3			53.0
		Amortization of intangible assets			53.3			32.6			12.1
		Amortization — other			15.4			18.4			17.7
		Debt redemption premiums and write off of amounts associated with debt tenders			70.3			9.3			65.9
		Deferred income taxes			71.3			(3.0	)		(0.5	)
		Other noncash items			12.9			8.8			18.8
		Gain on sale of business and investments			(27.2	)		(22.7	)		—
		Impairment of goodwill			—			64.9			—
		Changes in working capital:
			(Increase)/decrease in accounts receivables, net		(57.7	)		35.0			(17.0	)
			(Increase)/decrease in inventories		(9.1	)		54.6			37.6
			(Increase)/decrease in other current assets		12.0			(10.0	)		4.3
			Increase in accounts payable		21.4			15.0			7.8
			(Decrease)/increase in accrued and other current liabilities		(16.6	)		2.0			7.8
		(Decrease) in other assets and liabilities			(54.3	)		(70.8	)		(67.9	)
		Cash provided by operating activities			612.0			392.8			218.0
Cash flows from investing activities:
	Acquisitions, net of cash acquired				(278.8	)		(336.1	)		(672.0	)
	Capital expenditures				(127.8	)		(93.4	)		(80.2	)
	Proceeds from sale of a business				111.3			—			—
	Other investing activities				26.9			22.5			(14.2	)
		Cash used in investing activities			(268.4	)		(407.0	)		(766.4	)
Cash flows from financing activities:
	Proceeds from sale of common stock				—			—			260.6
	Proceeds from stock options exercised				148.1			136.0			19.8
	Long-term debt proceeds				497.3			1,029.3			1,470.7
	Long-term debt payments				(634.6	)		(1,035.6	)		(1,077.9	)
	Proceeds from Revolving Credit Facility				74.1			471.8			—
	Revolving Credit Facility payments				(74.1	)		(471.8	)		—
	Change in short-term debt, net				(15.2	)		(5.8	)		(16.2	)
	Debt financing costs				(2.0	)		(26.9	)		(29.5	)
	Debt redemption premiums and other financing				(77.8	)		(13.8	)		(43.8	)
		Cash (used in)/provided by financing activities			(84.2	)		83.2			583.7
Effect of exchange rate changes on cash and cash equivalents					(14.7	)		9.7			9.7
Net change in cash and cash equivalents					244.7			78.7			45.0
Cash and cash equivalents — beginning of year					162.5			83.8			38.8
Cash and cash equivalents — end of year				$	407.2		$	162.5		$	83.8
Supplemental Cash Flow Information:
	Cash paid during the year for:
		Income taxes, net of refunds		$	37.5		$	31.6		$	11.7
		Interest		$	103.1		$	90.4		$	93.1
	Acquisition of assets financed with debt			$	21.0		$	—		$	—
	Fair value of equity securities issued in connection with the Apogent merger			$	—		$	2,768.7		$	—

See the accompanying notes to consolidated financial statements.

44

FISHER SCIENTIFIC INTERNATIONAL INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME

														Retained			Accumulated
		Common Stock				Capital in		Shares			Shares to be			Earnings/			Other			Treasury Stock, at cost									Other
						Excess of		Deposited			Distributed			(Accumulated			Comprehensive												Comprehensive
		Shares		Amount		Par Value		in Trust			from Trust			Deficit)			Income/(Loss)			Shares			Amount			Total			Income
		(In millions, except share data)
Balance at January 1, 2003			54,675,513	$	0.5	$	676.4	$	(34.0	)	$	34.0		$	(504.9	)	$	(37.5	)		36,606		$	(1.0	)	$	133.5
	Net income		—		—		—		—			—			78.4			—			—			—			78.4		$	78.4
	Foreign currency translation adjustment		—		—		—		—			—			—			69.2			—			—			69.2			69.2
	Unrealized investment gain, net of tax		—		—		—		—			—			—			1.8			—			—			1.8			1.8
	Unrealized gain on cash flow hedges, net of tax		—		—		—		—			—			—			0.5			—			—			0.5			0.5
	Minimum pension liability, net of tax		—		—		—		—			—			—			6.0			—			—			6.0			6.0
	Subtotal — other comprehensive income																												$	155.9
	Proceeds from issuance of common stock, net		6,634,526		0.1		260.5		—			—			—			—			—			—			260.6
	Proceeds from stock options		1,908,044		—		19.8		—			—			—			—			—			—			19.8
	Tax benefit from stock options		—		—		5.6		—			—			—			—			—			—			5.6
	Acquisition of treasury stock		—		—		2.2		—			—			—			—			226,039			(2.2	)		—
	Trust activity		—		—		—		8.5			(8.5	)		—			—			—			—			—
Balance at December 31, 2003			63,218,083	$	0.6	$	964.5	$	(25.5	)	$	25.5		$	(426.5	)	$	40.0			262,645		$	(3.2	)	$	575.4
	Net income		—		—		—		—			—			166.4			—			—			—			166.4		$	166.4
	Foreign currency translation adjustment		—		—		—		—			—			—			89.9			—			—			89.9			89.9
	Unrealized investment gain, net of tax		—		—		—		—			—			—			4.1			—			—			4.1			4.1
	Unrealized gain on cash flow hedges, net of tax		—		—		—		—			—			—			(4.3	)		—			—			(4.3	)		(4.3	)
	Minimum pension liability, net of tax		—		—		—		—			—			—			(2.8	)		—			—			(2.8	)		(2.8	)
Subtotal — other comprehensive income																													$	253.3
Acquisition of Apogent Technologies Inc. stock, net			50,634,510		0.5		2,868.6		—			—			—			—			—			—			2,869.1
	Proceeds from stock options		5,074,800		—		136.0		—			—			—			—			—			—			136.0
	Tax benefit from stock options		—		—		36.0		—			—			—			—			—			—			36.0
	Shares issued upon conversion of debt		1,559		—		0.1		—			—			—			—			—			—			0.1
	Acquisition of treasury stock		—		—		—		—			—			—			—			49,843			(3.0	)		(3.0	)
	Trust activity		—		—		0.9		1.5			(1.5	)		—			—			(57,513	)		2.2			3.1
Balance at December 31, 2004			118,928,952	$	1.1	$	4,006.1	$	(24.0	)	$	24.0		$	(260.1	)	$	126.9			254,975		$	(4.0	)	$	3,870.0
	Net income		—		—		—		—						389.1			—			—			—			389.1		$	389.1
	Foreign currency translation adjustment		—		—		—		—			—			—			(138.2	)		—			—			(138.2	)		(138.2	)
	Unrealized investment losses, net of tax		—		—		—		—			—			—			(1.8	)		—			—			(1.8	)		(1.8	)
	Unrealized losses on cash flow hedges, net of tax		—		—		—		—			—			—			(0.5	)		—			—			(0.5	)		(0.5	)
	Minimum pension liability, net of tax		—		—		—		—			—			—			(0.2	)		—			—			(0.2	)		(0.2	)
	Subtotal — other comprehensive income																												$	248.4
	Proceeds from stock options		4,727,586		0.1		147.3		—			—			—			—			—			—			147.4
	Tax benefit from stock options		—		—		37.1		—			—			—			—			—			—			37.1
	Compensation expense		—		—		1.4		—			—			—			—			—			—			1.4
	Trust activity		—		—		—		7.1			(7.1	)		—			—			—			—			—
Balance at December 31, 2005			123,656,538	$	1.2	$	4,191.9	$	(16.9	)	$	16.9		$	129.0		$	(13.8	)		254,975		$	(4.0	)	$	4,304.3

See the accompanying notes to consolidated financial statements.

45

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

Note 1 — Nature of Operations

      Fisher Scientific International Inc. (“Fisher,” “the Company” or “we”) was founded in 1902 and was incorporated as a Delaware Corporation in 1991. The Company’s operations are conducted throughout North and South America, Europe, parts of Asia, Australia, and Africa, directly or through one or more subsidiaries, joint ventures, agents or dealers. The Company’s operations are organized into the following three business segments:

      1. Scientific products and services segment manufactures and sells products and services primarily to entities conducting scientific research, including drug discovery and drug development, quality and process control and basic research and development, as well as to third-party distributors. The businesses in this segment manufacture and/or distribute a broad range of biochemicals and bioreagents; organic and inorganic chemicals; sera; cell-culture media; sterile liquid-handling systems; microbiology media and related products; and other scientific research related consumable products, instruments and equipment. The businesses in this segment also distribute safety-related products such as personal-protection equipment, respiratory protection systems, environmental monitoring and sampling equipment, and other safety and clean-room supplies. Additionally, businesses in this segment provide services to pharmaceutical and biotechnology companies engaged in clinical trials, including specialized packaging, over-encapsulation, labeling and distribution for phase III and phase IV clinical trials, analytical testing, biological-specimen management, as well as combinatorial chemistry, custom-chemical synthesis and supply-chain management.

      2. Healthcare products and services segment manufactures and distributes an array of diagnostic kits and reagents, equipment, instruments and other consumable products to hospitals, clinical laboratories, reference laboratories and physicians’ offices as well as third-party distributors, located primarily in the U.S. Other businesses in this segment provide outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries.

      3. Laboratory workstations segment primarily manufactures and sells workstations and fume hoods for laboratories. The product offerings in this segment include steel, wood and plastic laminate casework systems, adaptable furniture systems, airflow products and various other laboratory fixtures and accessories.

Note 2 — Summary of Significant Accounting Policies

      Principles of Consolidation — The financial statements include the accounts of the Company and its subsidiaries. The Company consolidates companies in which it owns or controls more than fifty percent of the voting shares. Also, the Company consolidates variable interest entities in which the Company bears a majority of the risk to the entities’ potential losses or stands to gain from a majority of the entities’ expected returns. The Company does not currently have any material investments in entities it consolidates as variable interest entities. The results of companies acquired during the year are included in the financial statements from the effective date of the acquisition. All significant intercompany accounts and transactions have been eliminated.

      Discontinued Operations — Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the account balances and activities of Atos Medical Holding AB (“Atos”) have been segregated and reported as discontinued operations for all periods presented. The divestiture of Atos is described in Note 3 — Business Combinations and Divestiture.

      Cash and Cash Equivalents — Cash and cash equivalents consist primarily of highly liquid investments with original maturities of three months or less at the date of acquisition. These investments are carried at cost, which approximates market value.

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      Allowance for Doubtful Accounts — The allowance for doubtful accounts receivable reflects the best estimate of probable losses inherent in the Company’s receivables determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence.

      Inventories — Inventories are valued at the lower of cost or market, cost being determined principally by the first-in, first-out (“FIFO”) method with certain of the Company’s subsidiaries utilizing the last-in, first-out (“LIFO”) method. The Company periodically reviews quantities of inventories on hand and compares these amounts to the expected use of each product or product line. In addition, the Company has certain inventory that is subject to fluctuating market pricing. The Company assesses the carrying value of this inventory based on a lower of cost or market analysis. The Company records a charge to cost of sales for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement and warehousing of inventories, such as inbound freight charges, purchasing and receiving costs, and internal transfer costs, are included in the cost of sales line item within the statement of operations.

      Investments — Long-term investments in marketable equity securities that represent less than 20% ownership and for which the company does not have the ability to exert significant influence are marked to market at the end of each accounting period. At December 31, 2005 and 2004, the Company had available-for-sale securities with a fair market value of $17.8 and $19.0 million and a cost basis of approximately $12.1 million and $12.3 million, respectively. Unrealized gains and losses are credited or charged to other comprehensive income within shareholders’ equity for available-for-sale securities unless an unrealized loss is deemed to be other than temporary, in which case such loss is charged to earnings. The Company evaluates its investments for other-than-temporary impairments based on quantitative and qualitative factors. There were no securities in an unrealized loss position for more than twelve months and the Company does not believe the unrealized losses represent an other-than-temporary impairment as of December 31, 2005. The Company did not record any other-than-temporary impairment charges for the three years ended December 31, 2005. Accumulated other comprehensive income for the years ended December 31, 2005 and 2004 included an unrealized loss on available for sale securities, net of tax, of approximately $2.1 million and an unrealized gain on available for sale securities, net of tax, of $3.7 million, respectively.

      Included in other assets are securities held in a rabbi trust for a supplemental nonqualified executive retirement program, as more fully described in Note 17 — Employee Benefit Plans. These securities had a fair market value of approximately $45 million and $34 million at December 31, 2005, and 2004, respectively, and are classified as available-for-sale. The assets held in the rabbi trust are comprised of 91% debt securities and 9% equity securities at December 31, 2005, compared to 89% debt securities and 11% equity securities at December 31, 2004. Unrealized gains on these securities, net of tax, included in accumulated other comprehensive income for the years ended December 31, 2005, and 2004, were $0.2 million and $0.4 million, respectively.

      Other investments for which there is not a readily determinable market value are accounted for under the cost method of accounting. The Company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting, which provides that they are recorded at the lower of cost or estimated net realizable value. At December 31, 2005 and 2004, the Company had cost method investments with carrying amounts of $7.0 million and $4.1 million, respectively.

      For equity investments in which the Company owns or controls 20% or more of the voting shares, or for those investments in which it exerts significant influence over operating and financial policies, the equity method of accounting is used. The Company’s share of net income or losses of equity investments is included in other expense (income), net within the statement of operations and is not material in any period presented. The Company owns 49% of Glass and Plastic Labware LLC and 50% of Panymex International, S.A., unconsolidated joint ventures held as equity investments. These equity method investments are not material to the Company’s consolidated financial position or results of operations.

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The Company realized gains on the sale of securities of approximately $3.3 million, $22.7 million and $0 in 2005, 2004 and 2003. Realized gains and losses resulting from the sale of investment securities are accounted for using the specific identification method. Proceeds from the sale of investments were approximately $3.3 million, $26 million and $0 in 2005, 2004 and 2003, respectively.

      Property, Plant and Equipment — Property, plant and equipment are recorded at cost. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the statement of operations. Depreciation is generally based upon the following estimated useful lives: buildings and improvements 5 to 30 years and machinery, equipment and other 3 to 10 years. Depreciation is computed using the straight-line method. Leasehold improvements are amortized over the shorter of their economic lives or the initial lease term.

      Asset Retirement Obligations — The Company records obligations associated with its lease obligations, the retirement of tangible long-lived assets and the associated asset-retirement costs in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations and FASB Interpretation (“FIN”) No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS No. 143 (“FIN 47”). The Company reviews legal obligations associated with the retirement of long-lived assets that result from contractual obligations or the acquisition, construction, development and/or normal use of the assets. If it is determined that a legal obligation exists, regardless of whether the obligation is conditional on a future event, the fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The difference between the gross expected future cash flow and its present value is accreted over the life of the related lease as an operating expense. The Company provides for asset retirement obligations when such amounts can be reasonably estimated, regardless of whether the settlement is conditional on a future event. At December 31, 2005, the Company had recorded asset retirement obligations and related accretion expense of $18.6 million and $0.3 million, respectively. The effect of adopting FIN 47 was not material.

      Accounts Payable — The Company, in accordance with FIN 39, Offsetting of Amounts Related to Certain Contracts, reclassifies net book overdrafts to accounts payable at period end. Amounts reclassified to accounts payable were $110.2 million and $102.0 million at December 31, 2005 and 2004, respectively. Bank overdrafts of $7.7 million and $13.5 million at December 31, 2005 and 2004, respectively, were reclassified to short-term debt.

      Goodwill and Other Intangible Assets — Our intangible assets consist of (1) goodwill, which is not being amortized; (2) indefinite-lived intangibles, which consist of trademarks and trade secrets that are not subject to amortization; and (3) amortizable intangibles, which consist of customer lists, non compete agreements, supplier agreements, patents and developed technology, which are being amortized over their useful lives with periods ranging from two to 25 years. All intangible assets are subject to impairment tests on an annual or periodic basis.

      We assess the impairment of goodwill on October 31 of each fiscal year. SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), defines a reporting unit as an operating segment or one level below an operating segment. The Company had 50 reporting units at December 31, 2005. When changes occur in the composition of one or more segments or reporting units, the goodwill is reassigned to the segments or reporting units affected based on their relative fair value. This same impairment test will be performed at other times during the course of the year should an event occur that suggests that the recoverability of goodwill should be challenged. Non-amortizing intangibles are also subject to an annual impairment test. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying

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NOTES TO FINANCIAL STATEMENTS — (Continued)

amount of intangible assets exceeds its fair value, an impairment loss in an amount equal to that excess is recognized. Goodwill valuations are calculated using an income approach based on the present value of future cash flows of each reporting unit. This approach incorporates many assumptions including future growth rates, discount factors and income tax rates. Changes in economic and operating conditions impacting these assumptions could result in a goodwill impairment in future periods. The fair value of the Company’s intangible assets is derived from the fair value of similar assets or results of valuation techniques, which principally include the present value of estimated expected cash flows using a discount rate that management has assessed in relation to the risks involved. Amortizing intangibles are currently evaluated for impairment using the methodology set forth in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). Recoverability of these assets is assessed only when events have occurred that may give rise to an impairment. When a potential impairment has been identified, forecasted undiscounted net cash flows of the operations to which the asset relates are compared to the current carrying value of the long-lived assets present in that operation. If such cash flows are less than such carrying amounts, long-lived assets, including such intangibles, are written down to their respective fair values.

      Impairment of Long-Lived Assets — Property, plant and equipment and other long-term assets are reviewed for impairment whenever circumstantial changes in the business indicate that the carrying amount may not be recoverable. Impairment losses are charged to the statement of operations for the difference between the fair value and carrying value of the asset. During 2005, the Company recognized $7.8 million of impairment losses on long-lived assets. During 2004, the Company recognized $2.7 million in impairment losses on long-lived assets. No impairment losses were recorded on long-lived assets in 2003.

      Deferred Financing Fees — Deferred financing fees of $22.5 million and $33.3 million at December 31, 2005 and 2004, respectively, are included in other assets within the balance sheet and are amortized through the earlier of the maturity date or put date of the related debt, using the effective interest method. During 2005, 2004 and 2003, the Company recorded as interest expense the amortization for deferred financing fees of $4.3 million, $5.0 million, and $3.9 million, respectively. Upon the early tender of debt, unamortized deferred financing fees are recognized in the other expense (income), net line item within the statement of operations.

      Loss Contingencies — Accruals are recorded for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, self-insurance and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial estimates. Additionally, we record receivables from third-party insurers up to the amount of the loss when recovery has been determined to be probable. Reserves, including environmental reserves, are recorded on an undiscounted basis.

      Advertising — The Company expenses advertising costs as incurred, except for certain direct-response advertising, which is capitalized and amortized on a straight-line basis over its expected period of future benefit, generally two years. The Company has capitalized advertising costs of $20.9 million and $33.1 million at December 31, 2005 and 2004, respectively, included in other assets in these financial statements. Direct-response advertising consists of external catalog production and mailing costs, and amortization begins on the date the catalogs are first mailed. Advertising expense, which includes internal employment costs for marketing personnel and amortization of capitalized direct-response advertising, was $92.1 million, $72.2 million and $39.9 million for the years ended December 31, 2005, 2004, and 2003, respectively. Included in advertising expense was catalog amortization of $10.8 million, $13.3 million, and $14.3 million for 2005, 2004 and 2003, respectively. In addition, $0.3 million, $1.4 million and $0 million of advertising expense was incurred related to the Company’s discontinued operation in 2005, 2004 and 2003, respectively.

      Revenue Recognition — The Company records product revenue when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss has been transferred to the customer and collectibility of the resulting receivable is reasonably assured. Title generally transfers at the shipping point;

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NOTES TO FINANCIAL STATEMENTS — (Continued)

however, full risk of loss is generally transferred to the customer upon delivery. Products are typically delivered without significant post-sale obligations to customers. When significant post-sale obligations exist, revenue recognition is deferred until the obligations are satisfied. Provisions for discounts, warranties, rebates to customers, returns and other adjustments are provided for in the period the related sales are recorded. Pharmaceutical outsourcing service revenues, which can consist of specialized packaging, warehousing and distribution of products, and arrangements with multiple elements, are recognized as each of the elements is provided. The Company recognizes revenue for each element based on the fair value of the element provided, which has been determined by referencing historical pricing policies when the element is sold separately. Other service revenue is recognized as the services are performed.

      Certain contracts associated with the Company’s laboratory-workstations segment are recorded under the percentage-of-completion method of accounting. Profits recognized on contracts in process are based upon estimated contract revenue and related cost to completion. Cost to completion is measured based on the ratio of actual cost incurred to total estimated cost. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the current period. Changes in estimates to complete and revisions in overall profit estimates on percentage-of-completion contracts are recognized in the period in which they are determined.

      Warranty Obligations — The Company also provides for the estimated cost of product warranties at the time revenue is recognized. Although our manufacturing facilities undergo quality assurance and testing procedures throughout the production process and the Company monitors its suppliers of Fisher-branded products, the warranty obligation is affected by product-failure rates, material usage and service-delivery costs incurred in correcting a product failure. Although actual product returns and warranty costs have not historically fluctuated, should actual product failure rates, material usage or service-delivery costs differ from the estimates, revisions to cost of sales and the estimated warranty obligation may be required. Our warranty accrual at December 31, 2005 and 2004 was $5.2 million and $5.6 million, respectively.

      European Electronic Equipment Waste Obligation — In June 2005, the FASB issued Staff Position (“FSP”) No. 143-1, Accounting for Electronic Equipment Waste Obligations, which provides guidance on accounting for historical waste obligations associated with the European Union Waste, Electrical and Electronic Equipment Directive (“WEEE Directive”). FSP No. 143-1 is effective for the Company upon the adoption of the WEEE Directive into law by the applicable European Union member country. Individual European Union Member countries are in various stages of adopting the steps necessary to enact the legislation. These steps include, among others, (i) fully enacting their national laws relating to WEEE, (ii) completing implementation of their administrative measures and programs, (iii) clarifying the scope of products considered WEEE, and/or (iv) establishing pricing for recycling of WEEE. For sales made to European Union member countries that have taken the steps necessary, a reserve for the estimated cost of disposal has been recorded at the time of the product sale. In addition, reserves for the Company’s historical obligations have been recorded. The impact of these historical obligations were not material to the Company.

      Shipping and Handling — The Company records shipping and handling charges billed to customers in net sales and records shipping and handling costs in cost of goods sold for all periods presented.

      Research and Development — The Company expenses costs associated with the development of new products. Research and development expenses are charged to selling, general and administrative expenses and were in the aggregate $44.2 million, $36.7 million and $11.8 million for the years ended December 31, 2005, 2004 and 2003, respectively. Research and development expenses of $1.5 million and $0.5 million for 2004 and 2003, respectively, were included in discontinued operations.

      Income Taxes — The Company uses the liability method for determining income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined

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NOTES TO FINANCIAL STATEMENTS — (Continued)

using the tax rate expected to be in effect when taxes are actually paid or recovered. Future tax benefits are recorded to the extent that realization of such benefits is more likely than not. A valuation allowance is provided for such net deferred tax assets that are not considered to be likely of recovery.

      We generally consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested as there is no intention to repatriate earnings. Undistributed earnings of our foreign subsidiaries amounted to approximately $505.2 million at December 31, 2005. Only upon our resolution to distribute or the actual distribution of those earnings in the form of dividends or otherwise, will we 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. At that point, the tax effects of such repatriation will be recorded.

      The Company establishes an estimated liability for federal, state and foreign income tax exposures that arise and meet the criteria for accrual under SFAS No. 5, Accounting for Contingencies. This liability addresses a number of issues for which the Company may have to pay additional taxes (and interest) when all examinations by taxing authorities are completed. The liability amounts for such matters are based on an evaluation of the underlying facts and circumstances, thorough research of the technical merits of the Company’s arguments, and an assessment of the chances of the Company prevailing in its arguments. Amounts not expected to be settled within one year are classified in other liabilities on the balance sheet.

      Stock-Based Compensation — The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method. Therefore, the Company has recognized compensation expense only for restricted stock units and similar awards as all options granted had exercise prices equal to the market value of the underlying stock on the measurement date and there were no other provisions that would have required variable accounting.

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The Company has adopted the disclosure-only provisions of SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure (“SFAS No. 148”), an amendment of FASB Statement No. 123. If compensation expense for the Company’s stock option plans had been determined based on the fair value at the grant date for awards under the Company’s stock plans, consistent with the methodology prescribed under SFAS No. 148, the Company’s net income and net income per common share would have approximated the pro forma amounts indicated below (in millions, except per share amounts):

		2005			2004			2003
Net income, as reported		$	389.1		$	166.4		$	78.4
Add: stock-based employee compensation included in net income, net of tax(a)			2.2			0.8			—
Deduct: stock-based compensation expense determined using fair value based method for all awards, net of tax			(36.5	)		(30.2	)		(19.2	)
Net income, pro forma		$	354.8		$	137.0		$	59.2
Net income per common share
As reported:
	Basic	$	3.20		$	1.93		$	1.38
	Diluted	$	3.05		$	1.80		$	1.29
Pro forma:
	Basic	$	2.92		$	1.59		$	1.04
	Diluted	$	2.78		$	1.48		$	0.98

(a)  Pro forma stock-based compensation expense includes $0.2 million and $0.1 million of compensation expense related to the Company’s discontinued operations (Atos) in 2004 and 2003, respectively. In conjunction with the sale of Atos in April 2005, the Company accelerated the vesting of approximately 42,000 unvested options of Atos employees.

      The fair value of the Company’s stock options included in the preceding pro forma amounts were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2005		2004		2003
Risk-free interest rate		4.0%		3.3%		2.8%
Expected life of option		4.7  years		5.0  years		5.0  years
Volatility		28%		39%		41%
Expected dividend yield		0.0%		0.0%		0.0%

      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 component of accumulated other comprehensive income (“OCI”) within shareholders’ equity. Gains and losses resulting from foreign currency transactions are reported on the income statement line item corresponding with the transaction when recognized and were immaterial for all periods presented.

      Derivative Financial Instruments — The Company accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

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 the results of operations. 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 and are recognized in the results of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash-flow hedges are recognized in the results of operations. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in the results of operations in the current period.

      The nature of the Company’s business activities requires the management of various financial and market risks, including those related to changes in interest rates, foreign currency and commodity rates. 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 ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge, the Company discontinues hedge accounting prospectively. The Company does not hold derivatives for trading purposes.

      In the third quarter of 2005, the Company terminated the interest-rate swaps (collectively “the swaps”) associated with its LIBOR-based debt, resulting in a pretax gain of $5.3 million. This gain is classified in interest expense in the accompanying statement of operations.

      The Company enters into forward currency and option contracts to hedge exposure to fluctuations in foreign currency rates. For foreign currency contracts that are designated as hedges, changes in the fair value are recorded in OCI to the extent of hedge effectiveness and are subsequently recognized in the results of operations once the forecasted transactions are recognized. For forward currency contracts not designated as hedges, changes in fair value are recognized in the results of operations in the current period. These changes in fair value were not material to the financial statements for any periods presented.

      The Company enters into commodity swaps and option contracts to hedge exposure to fluctuations in commodity prices. For contracts that are designated as hedges, changes in the fair value are recorded in OCI to the extent of hedge effectiveness and are subsequently recognized in the results of operations once the forecasted transactions are recognized. For contracts not designated as hedges, changes in fair value are recognized in the results of operations in the current period.

      At December 31, 2005 the Company did not have any derivative and hedging instruments for which hedge accounting treatment under SFAS No. 133 was being applied.

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

      Earnings per Share — Basic net income per share represents net income divided by the weighted average common stock outstanding during the period. Diluted net income per share represents net income divided by the weighted average common stock and common stock equivalents outstanding during the period. Weighted average shares used in diluted earnings per share include common stock equivalents arising from stock options, warrants and shares underlying the Company’s convertible notes under the treasury stock method.

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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 years ended December 31, 2005, 2004 and 2003 (in millions, except per share amounts):

		2005		2004		2003
Net income available to common shareholders		$	389.1	$	166.4	$	78.4
Weighted average common shares outstanding used in computing basic net income per common share			121.5		86.2		56.9
Dilutive securities:
	Stock options and warrants(a)		4.3		5.0		3.7
	Convertible notes		1.7		1.0		—
Weighted average common shares outstanding used in computing diluted net income per common share			127.5		92.2		60.6
Basic net income per common share		$	3.20	$	1.93	$	1.38
Diluted net income per common share		$	3.05	$	1.80	$	1.29

(a)  The weighted average amount of outstanding antidilutive common stock options excluded from the computation of diluted net income per common share was 2.2 million, 0.9 million and 0.2 million at December 31, 2005, 2004 and 2003, respectively.

      Under Emerging Issues Task Force (“EITF”) No. 04-08 The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share, which is effective for periods ending after December 15, 2004, and EITF No. 90-19 Convertible Bonds with Issuer Option to Settle for Cash upon Conversion, because of the Company’s obligation to settle the par value of the convertible debentures in cash, the Company is not required to include any shares underlying the convertible debentures in its diluted weighted average shares outstanding until the average stock price per share for the period exceeds the $47.46, $59.09, and $80.40 conversion price for the 2.50% Convertible Senior Notes due 2023, the Floating Rate Convertible Senior Debentures due 2033 and the 3.25% Convertible Senior Subordinated Notes due 2024, respectively, and only to the extent of the additional shares the Company may be required to issue in the event the Company’s conversion obligation exceeds the principal amount of the notes or debentures converted. At such time, only the number of shares that would be issuable (under the treasury stock method of accounting for share dilution) are included, which is based upon the amount by which the average stock price exceeds the conversion price.

      The table below discloses the effect of increases in the Company’s stock price on the amount of shares to be included in the earnings-per-share calculation. The market price of Fisher stock must be at or above the trigger price for a specified number of days in order for holders to exercise their conversion rights. The table assumes normal conversion for the 2.50% Convertible Senior Notes due 2023, the Floating Rate Convertible Senior Debentures due 2033 and the 3.25% Convertible Senior Subordinated Notes due 2024 in which the principal amount is paid in cash, and the excess up to the conversion value is paid in shares of the Company’s stock as follows (share amounts in millions):

	2.50%		Floating Rate		3.25%
	Convertible Senior		Convertible Senior		Convertible Senior
	Notes		Debentures		Subordinated Notes
Issuance amount (in millions)	$	300.0	$	344.6	$	330.0
Conversion price per share	$	47.46	$	59.09	$	80.40
Trigger price	$	56.96	$	76.82	$	96.48

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FISHER SCIENTIFIC INTERNATIONAL INC.

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	Total Potential Shares
	2.50%		Floating Rate		3.25%		Potential
Future Fisher	Convertible Senior		Convertible Senior		Convertible Senior		Share
Common Stock Price	Notes		Debentures		Subordinated Notes		Increase
$47.46		—		—		—		—
$48.46		0.1		—		—		0.1
$59.09		1.2		—		—		1.2
$60.09		1.3		0.1		—		1.4
$80.40		2.6		1.5		—		4.1
$81.40		2.6		1.6		0.1		4.3
$90.00		3.0		2.0		0.4		5.4

      Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make extensive use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant estimates in these financial statements include the fair value and estimated lives of intangible assets assumed in business combinations, restructuring charges and credits, acquisition liabilities, allowances for doubtful accounts receivable, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, fair values of financial instruments, estimated contract revenue and related costs, environmental remediation and legal liabilities, insurable liabilities, income taxes and tax valuation reserves, and the determination of discount and other rate assumptions for pension and postretirement employee benefit expenses. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the event or circumstance giving rises to such changes occur.

Note 3 — Business Combinations and Divestiture

Acquisitions in 2005

      During 2005, the Company acquired Cellomics, Inc. (“Cellomics”), Lancaster Laboratories, Inc. (“Lancaster Laboratories”) and McKesson BioServices. The following table summarizes the preliminary allocation of purchase price to the estimated fair values of the assets acquired and liabilities assumed related to Cellomics, Lancaster Laboratories and McKesson BioServices as of the date of the respective acquisitions (in millions):

Assets:
	Current assets		$	35.5
	Property, plant and equipment			63.7
	Intangible assets			66.9
	Goodwill			141.8
	Other assets			1.3
		Total assets acquired		309.2
Liabilities:
	Current liabilities		$	26.6
	Long-term debt			2.1
	Other liabilities			31.7
		Total liabilities assumed		60.4
Net assets acquired			$	248.8

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The Cellomics acquisition was completed on August 31, 2005, for $49 million, including the assumption of approximately $10 million in debt, which was subsequently refinanced by the Company, and approximately $4 million in other assumed seller transaction costs. Cellomics operates in the high-content-screening segment of the cellular-analysis market. Cellomics develops instrumentation, reagents, bioassays and software used to provide information on functional changes in live cells. The results of operations of Cellomics have been included in the Company’s scientific products and services segment from the date of acquisition.

      The Lancaster Laboratories acquisition was completed on August 6, 2005, for $150 million in cash. Lancaster Laboratories performs pharmaceutical and industrial analytical testing. The results of operations of Lancaster Laboratories have been included in the Company’s scientific products and services segment from the date of acquisition.

      On July 31, 2005, the Company acquired McKesson BioServices, a business unit of McKesson Corporation, for $63.8 million in cash. McKesson BioServices manages biological specimens and clinical-trial materials. The results of the operations of McKesson BioServices have been included in the Company’s scientific products and services segment from the date of acquisition.

      The preliminary allocation of the purchase price for these acquisitions resulted in goodwill of $141.8 million, of which approximately $114.4 million is non-deductible for tax purposes.

Merger with Apogent Technologies Inc.

      On August 2, 2004, the Company completed an approximately $3.9 billion combination with Apogent Technologies Inc. (“Apogent”) in a tax-free, stock-for-stock merger, which included the assumption of debt with a fair value of approximately $1.1 billion. Apogent focuses on the design, manufacture, and sale of laboratory and life-science products used in healthcare diagnostics and scientific research. Upon completion of the merger, Apogent became a wholly owned subsidiary of Fisher. The results of Apogent have been included in the scientific products and services segment and the healthcare products and services segment from the date of acquisition. The allocation of the purchase price has been completed. The value of liabilities assumed in connection with certain leased facilities as well as the final resolution of certain tax matters, including tax benefits to be realized from the future exercises of options issued in the merger, were finalized in the third quarter of 2005. Finalization of these matters did not result in a material change in the preliminary purchase-price allocation. The Apogent purchase price accounting resulted in an allocation of $2,470 million to goodwill and $817 million to indefinite-lived intangible assets.

      The following unaudited pro forma financial information presents the results of operations as if the Apogent merger had occurred at the beginning of 2004. The pro forma financial information includes amortization of the acquired intangibles on a straight-line basis. It also includes a charge for the step-up of inventory of $74.3 million ($48.3 million net of tax). The pro forma results exclude sales and net income of $35.4 million and $4.6 million for 2004, respectively, pertaining to the Company’s discontinued operation. The unaudited pro forma financial information is provided for informational purposes only and does not purport to be indicative of the Company’s results of operations that would actually have been achieved had the acquisition been completed for the periods presented, or that may be achieved in the future (in millions, except per share data):

		Year Ended
		December 31,
		2004
Net sales		$	5,237.5
Net income		$	219.3
Net income per common share:
	Basic	$	1.90
	Diluted	$	1.78

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Acquisition of Dharmacon, Inc.

      On April 1, 2004, the Company acquired Dharmacon, Inc. (“Dharmacon”) for approximately $80 million in cash. Dharmacon focuses on RNA technologies, including RNA interference and small interfering RNA, which are tools for life-science research intended to enhance the efficiency of drug discovery. In connection with this transaction, exercisable options to purchase Dharmacon common stock were converted at fair market value into the right to receive 57,713 shares of Fisher common stock, issued from treasury stock. The results of Dharmacon have been included in the scientific products and services segment from the date of acquisition.

Acquisition of Oxoid Group Holdings Limited

      On March 1, 2004, the Company acquired Oxoid Group Holdings Limited (“Oxoid”). Oxoid is a United Kingdom-based manufacturer of microbiological culture media and other diagnostic products that test for bacterial contamination. The cash purchase price of approximately $330 million was funded through the sale of an initial $300 million principal amount of 3.25% Convertible Senior Subordinated Notes due 2024 and borrowings under the Company’s accounts receivable securitization facility and revolving credit facilities. The results of Oxoid have been included in the scientific products and services segment from the date of acquisition.

      The Oxoid purchase price resulted in an allocation of $213.0 million to goodwill, which is non deductible for tax purposes. The Company also allocated $72.2 million to trademarks with an indefinite life.

Divestiture

      On April 5, 2005, the Company completed the sale of all the capital stock of Atos Medical Holding AB (Atos), a manufacturer of ear, nose and throat medical devices, for approximately $110.0 million in cash. Atos was acquired in September 2003 in connection with the Company’s acquisition of Perbio Science AB and the results of Atos previously have been included in our healthcare products and services segment. The Company realized a gain on the sale of Atos of $17.0 million, net of taxes of $8.4 million.

      The following table presents balance sheet information pertaining to Atos as of the divestiture date, and as of December 31, 2004, which was classified as assets and liabilities held for sale (in millions):

		(Divestiture Date)
		April 5, 2005		December 31, 2004
Accounts receivable, net		$	4.7	$	3.8
Inventories			3.8		3.3
Other current assets			1.8		1.7
Property, plant, and equipment			3.1		3.2
Goodwill			75.8		75.8
Intangible assets			6.1		6.4
	Total assets	$	95.3	$	94.2
Accounts payable			1.9		1.7
Accrued and other current liabilities			5.3		5.2
Other liabilities			1.9		2.0
	Total liabilities	$	9.1	$	8.9

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      Summarized statement of operations data excluding the gain on disposal for December 31, 2005 and 2004 for the discontinued operations is as follows (in millions):

	2005		2004
Net sales	$	10.4	$	35.4
Income before taxes		0.4		5.3
Provision for income taxes		0.2		0.7
Income from discontinued operations, net of tax		0.2		4.6

Note 4 — Accounts Receivable

      The following is a summary of accounts receivable at December 31, 2005 and 2004 (in millions):

		2005			2004
Gross accounts receivable		$	721.3		$	659.9
Allowance for doubtful accounts			(24.3	)		(27.1	)
	Accounts receivable, net	$	697.0		$	632.8

      On February 4, 2005, the Company amended its existing $225 million receivable securitization facility (“Receivables Securitization”) extending the facility’s maturity date to February 2008. The $225 million facility provides for the sale, on a revolving basis, of all of the accounts receivable of certain of its subsidiaries, namely, Cole-Parmer Instrument Company, Fisher Clinical Services Inc., Fisher Hamilton LLC and Fisher Scientific Company LLC to FSI Receivables Company LLC (“FSI”), a special purpose, bankruptcy-remote indirect wholly-owned and consolidated subsidiary of the Company. On the same date, FSI and the Company, as servicer, entered into a receivables transfer agreement with certain financial institutions that provides for the transfer, on a revolving basis, of an undivided percentage ownership interest in a designated pool of accounts receivable up to a maximum amount of $225 million. During 2005 and 2004, the Company collected and reinvested, on a revolving basis, approximately $388 million and $360 million of receivables, respectively. 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 effective funded interest rate on the receivables securitization is a commercial paper rate plus a usage fee of 60 basis points. The unfunded annual commitment fee for the receivables is 30 basis points. The Company recorded $2.8 million, $1.6 million and $0.9 million of losses on the sale of receivables as interest expense during the years ended December 31, 2005, 2004 and 2003, respectively. As of December 31, 2005 and 2004, there were no amounts outstanding under the facility and the unutilized capacity of the facility was $220.3 million and $207.2 million, respectively.

Note 5 — Inventories

      Inventories consisted of the following as of December 31, 2005 and 2004 (in millions):

		2005		2004
Raw materials		$	146.7	$	136.0
Work in process			76.0		65.3
Finished goods			382.9		421.1
	Total	$	605.6	$	622.4

      The value of inventory maintained using the LIFO method was $117.2 million and $128.5 million, which was below estimated replacement cost by approximately $43.8 million and $40.0 million as of December 31, 2005, and 2004, respectively. The value of inventory maintained using the FIFO method was $488.4 million

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NOTES TO FINANCIAL STATEMENTS — (Continued)

and $493.9 million as of December 31, 2005, and 2004 respectively, which excludes $3.3 million of inventory related to the Company’s discontinued operation as of December 31, 2004.

Note 6 — Other Current Assets

      The following is a summary of other current assets as of December 31, 2005, and 2004 (in millions):

		2005		2004
Deferred income taxes		$	169.3	$	162.4
Other			112.2		102.1
	Total	$	281.5	$	264.5

Note 7 — Property, Plant and Equipment

      The following is a summary of property, plant and equipment by major class of asset as of December 31, 2005, and 2004 (in millions):

		2005			2004
Land, buildings and improvements		$	535.4		$	485.2
Machinery, equipment and other			715.6			649.8
	Total		1,251.0			1,135.0
Accumulated depreciation			(419.7	)		(349.6	)
	Property, plant and equipment, net	$	831.3		$	785.4

      Depreciation expense from continuing operations, including amortization of assets under capital leases, was $130.9 million, $91.4 million and $52.9 million for the years ended December 31, 2005, 2004 and 2003, respectively. Depreciation related to discontinued operations was $0.3 million, $0.9 million and $0.1 million for the years ended December 31, 2005, 2004 and 2003, respectively.

59

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 8 — Goodwill and Other Intangible Assets

Goodwill

      The following is a reconciliation of changes in the carrying amounts of goodwill by segment as of December 31, 2005, and 2004 (in millions):

		Scientific			Healthcare
		Products			Products			Laboratory
		and Services			and Services			Workstations			Total
Balance as of December 31, 2003		$	803.5		$	76.1		$	53.0		$	932.6
	Acquisition of goodwill		1,805.8			995.5			—			2,801.3
	Impairment of goodwill		(11.9	)		—			(53.0	)		(64.9	)
	Adjustments and allocations		43.4			4.9			—			48.3
	Effect of foreign currency		39.4			0.2			—			39.6
Balance as of December 31, 2004		$	2,680.2		$	1,076.7		$	—		$	3,756.9
	Acquisition of goodwill		146.1			10.3			—			156.4
	Adjustments and allocations		(58.0	)		(22.7	)		—			(80.7	)
	Effect of foreign currency		(60.0	)		(2.8	)		—			(62.8	)
Balance as of December 31, 2005		$	2,708.3		$	1,061.5		$	—		$	3,769.8

      The Company performed its annual test for indications of goodwill impairment as of October 31, 2005, resulting in no impairment of goodwill. As of October 31, 2004, as a result of the 2004 annual impairment test, the Company recorded a noncash charge of $64.9 million on a separate line in the statement of operations for the year ended December 31, 2004. The scientific products and services and laboratory workstations segments accounted for $11.9 million and $53.0 million of the charge, respectively. As of October 31, 2003, there was no impairment of goodwill.

      The laboratory-workstations segment is sensitive to changes in capital spending. Due to the timing of projects and slower market demand for smaller projects, sales growth was less than forecasted, resulting in decreased profitability. The impairment charge for a reporting unit within the scientific products and services segment was due to the shutdown of an operation as the company was able to identify a lower cost sourcing alternative. The Company utilized a combination of an income approach and market approach to determine the fair value of its reporting units.

Indefinite-lived intangible assets

      Indefinite-lived intangible assets consist of acquired trademarks and trade secrets. The following is a summary of indefinite-lived intangible assets by segment as of December 31, 2005 and 2004 (in millions):

	2005		2004
Scientific products and services	$	847.8	$	859.0
Healthcare product and services		187.4		185.4
Laboratory workstations		—		—
	$	1,035.2	$	1,044.4

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Other intangible assets

      Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives, with periods ranging from two to 25 years. The following is a summary of other intangible assets subject to amortization (in millions):

				December 31, 2005				December 31, 2004
		Weighted-Average		Net				Net
		Amortization Period		Carrying		Accumulated		Carrying		Accumulated
		(Years)		Amount		Amortization		Amount		Amortization
Customer relationships			18.9	$	296.4	$	41.0	$	279.0	$	20.4
Non-compete agreements			6.6		1.7		22.1		0.5		21.5
Patents and tradenames			14.2		13.3		9.9		9.4		9.0
Developed technology			9.0		181.3		39.8		192.0		15.9
Supplier arrangements			9.2		16.5		4.8		18.3		2.8
Other amortizable intangible assets			13.1		24.7		11.1		21.8		7.6
	Total other intangible assets subject to amortization		14.4	$	533.9	$	128.7	$	521.0	$	77.2
Indefinite-lived intangible assets					1,035.2				1,044.4
	Total other intangible assets			$	1,569.1			$	1,565.4

      In conjunction with the Company’s annual test for impairment of goodwill, the Company also evaluated its other intangible assets for impairment and recorded on the selling, general and administrative line of the statement of operations a noncash charge of $0.5 million in 2005 related to the scientific products and services segment. In 2004, the Company recorded on the selling, general and administrative line of the statement of operations an impairment charge on other intangible assets of $0.8 million, which was related to the scientific products and services segment.

      For the years ended December 31, 2005, 2004 and 2003, the Company recorded amortization expense of $53.0 million, $31.3 million and $11.6 million, respectively, related to other amortizable intangible assets, excluding amortization from discontinued operations. Amortization expense related to other intangible assets from discontinued operations for 2005, 2004 and 2003 was $0.3 million, $1.3 million and $0.5 million, respectively.

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

For the Year Ended December 31,
2006	$	56.2
2007	$	54.0
2008	$	52.6
2009	$	49.2
2010	$	45.6
Thereafter	$	276.3

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 9 — Accrued and Other Current Liabilities

      The following is a summary of accrued and other current liabilities as of December 31, 2005, and 2004 (in millions):

		2005		2004
Wages and benefits		$	119.2	$	102.2
Other			320.2		350.7
	Total	$	439.4	$	452.9

Note 10 — Debt

      The following is a summary of debt obligations as of December 31, 2005 and 2004 (in millions):

		2005			2004
Term Facility		$	381.2		$	393.0
2.50% Convertible Senior Notes due 2023, convertible at $47.46 per share			300.0			300.0
Floating Rate Convertible Senior Debentures due 2033, convertible at $59.09 per share			344.6			344.6
3.25% Convertible Senior Subordinated Notes due 2024, convertible at $80.40 per share			330.0			330.0
81/8% Senior Subordinated Notes due 2012 (includes $0 million and $5.9 million of unamortized debt premiums at December 31, 2005 and December 31, 2004, respectively)			1.5			309.9
8% Senior Subordinated Notes due 2013 (includes $0 million and $10.3 million of unamortized debt premium as of December 31, 2005 and December 31, 2004, respectively)			—			310.3
63/4% Senior Subordinated Notes due 2014			300.0			300.0
61/8% Senior Subordinated Notes due 2015 (includes $2.6 million of unamortized debt discount at December 31, 2005)			497.4			—
	Other debt		55.4			60.8
	Total debt		2,210.1			2,348.6
Less: short-term portion			(74.6	)		(39.4	)
	Total long-term debt	$	2,135.5		$	2,309.2

      The weighted average interest rates during 2005 for the Term Facility and Floating Rate Convertible Senior Debentures was 4.50% and 2.07%, respectively.

      On July 15, 2005, the Company issued and sold, pursuant to Rule 144A, $500.0 million of 6¹/8% Senior Subordinated Notes due 2015. The Company used the proceeds from this offering, in part, to complete a tender offer for approximately $298.3 million of the 8% Senior Subordinated Notes due 2013.

      In June 2005, the Company commenced a cash tender offer for all $300 million aggregate principal amount outstanding of its 8% Senior Subordinated Notes due 2013. The Company accepted for purchase approximately $298.3 million of Notes in the tender offer. On August 15, 2005, the Company redeemed the remaining balance of $1.7 million of the Notes. The Company incurred a total charge of $37.1 million, consisting of a premium paid for the debt tender and redemption, the write-off of unamortized premiums and unamortized deferred financing fees, tender hedge costs, and other tender related expenses. The total charge is reflected as other expense (income), net in the accompanying statement of operations.

62

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      In April 2005, the Company commenced a cash tender offer for all $304 million aggregate principal amount outstanding of its 8¹/8% Senior Subordinated Notes due 2012. The Company accepted for purchase approximately $290.1 million of notes in the tender offer. Subsequent to the tender offer, the Company purchased on the open market approximately $12.4 million of notes. As part of the tender offer, the Company incurred a total charge of $32.0 million, consisting of a premium paid for the debt redemption, the write-off of a pro rata amount of unamortized premiums and unamortized deferred financing fees, and tender-related expenses. As part of the open-market purchase, the Company incurred a charge of $1.2 million consisting of a premium paid for the notes and the write off of the remaining unamortized premiums and deferred financing fees. The total charge is reflected as other expense (income), net in the accompanying statement of operations.

      In April 2003, the Company entered into various pay-fixed interest rate swaps to hedge a portion of the variability of cash flows related to changes in interest rates on borrowings of variable rate debt obligations. The interest rate swaps had a total notional value of $200 million and were scheduled to expire at various dates between March 2008 and March 2010. During 2005, the Company terminated the swaps and recognized a total pretax gain of $5.3 million. This gain is classified in interest expense in the statement of operations.

      During 2004 we completed the following significant financing transactions:

•  On March 3, 2004, we sold $300 million of our 3.25% Convertible Senior Subordinated Notes due 2024 and on March 23, 2004 sold an additional $30 million principal amount upon exercise of the over-allotment option by the initial purchasers of the notes.

•  On March 31, 2004, we retired $80 million of bank debt outstanding under our term-loan facility, reducing the then outstanding balance to $360 million.

•  On August 3, 2004, we issued and sold pursuant to Rule 144A $300 million of our 6³/4% Senior Subordinated Notes due 2014. We used the proceeds from this offering to repay Apogent’s 6¹/2% Senior Subordinated Notes due 2013.

      The following is a summary description of our principal indebtedness as of December 31, 2005.

Credit Facilities

      In August 2004, we entered into a credit facility (the “Credit Facility”) consisting of (i) a $500 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $700 million term facility (the “Term Facility”) in three tranches: (a) a $250 million Tranche A-1, (b) a $300 million Tranche A-2 and (c) a $150 million Tranche B. The Tranche A-2 loan was unfunded at the closing of the Credit Facility. The Credit Facility has been amended several times since the original close. As a result of these amendments, the $300 million commitment under the unfunded A-2 tranche was transferred to the Revolving Credit Facility (thus increasing the Revolving Credit Facility to $800 million), and Tranche B borrowings were refinanced with additional Tranch A-1 borrowings. Our effective interest rate on the Tranche A-1 and Revolving Credit Facility borrowings has changed as a result of these amendments from LIBOR + 125 basis points to LIBOR + 62.5 basis points.

      The commitments under the Revolving Credit Facility terminate in 2009. As of December 31, 2005, there were no borrowings outstanding under the Revolving Credit Facility. The Revolving Credit Facility provides for the issuance of letters of credit, thereby reducing the amounts available for borrowing. As of December 31, 2005, there were $31.8 million in letters of credit outstanding and $768.2 million of borrowings available under the Revolving Credit Facility.

      The Credit Facility contains covenants that require us to maintain interest-coverage ratios above certain minimum levels and total leverage and senior leverage ratios below certain maximum levels. The Credit Facility also contains additional covenants, including limitations on liens; investments; acquisitions; indebted-

63

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

ness; dispositions; dividends; share repurchases; mergers or sales of substantially all assets; changes in nature of business; and transactions with affiliates. The Company’s obligations under the credit facilities are secured by a pledge of the stock of the Company’s material domestic subsidiaries and 65% of the stock of the Company’s material foreign subsidiaries.

2.50% Convertible Senior Notes due 2023

      The Company has $300 million principal amount of 2.50% Convertible Senior Notes due 2023. Interest on the Notes is payable on April 1 and October 1 of each year. The Notes are convertible at the option of the holder upon the occurrence of certain events, at a price of $47.46 per share. In May 2005, we terminated our right to deliver shares of common stock upon conversion of Notes by holders in respect of the principal amount of the Notes converted. As a result, the Company will be required to deliver cash to holders upon conversion, up to the principal amount of Notes converted. The Company will have the option to satisfy any amount of conversion obligation in excess of the principal amount in cash and/or shares of common stock. The Notes may be redeemed, in whole or in part, at our option on or after October 2, 2010, at 100% of the principal amount plus accrued interest. In addition, holders of the Notes have the option, subject to certain conditions, to require us to purchase any Notes held by them for 100% of the principal amount plus accrued interest on October 1, 2010, October 1, 2015, and October 1, 2020, or upon a change of control.

Floating Rate Convertible Senior Debentures due 2033

      The Company has $344.6 million principal amount of Floating Rate Convertible Senior Debentures due 2033. Interest on the Notes is payable on March 15, June 15, September 15 and December 15 of each year at an annual rate of LIBOR minus 1.25%. In addition, additional quarterly interest equal to 0.0625% of the market value of the Notes will be paid commencing with the quarterly interest period beginning December 15, 2009, if the market value of the Notes during specified testing periods is 120% or more of the principal value. The Notes are convertible at the option of the holder upon the occurrence of certain events, at a price of $59.09 per share. In May 2005, we terminated our right to deliver shares of common stock upon conversion of Notes by holders in respect of the principal amount of the Notes converted. As a result, the Company will be required to deliver cash to holders upon conversion, up to the principal amount of Notes converted. The Company will have the option to satisfy any amount of conversion obligation in excess of the principal amount in cash and/or shares of common stock. The Notes may be redeemed, in whole or in part, at our option on or after March 15, 2010, at 100% of the principal amount plus accrued interest. In addition, holders of the Notes have the option, subject to certain conditions, to require us to purchase any Notes held by them for 100% of the principal amount plus accrued interest on December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024, and December 15, 2029, or upon a change of control.

3.25% Convertible Senior Subordinated Notes due 2024

      The Company has $330 million principal amount of 3.25% Convertible Senior Subordinated Notes due 2024. Interest on the Notes is payable on March 1 and September 1 of each year. The Notes are convertible at the option of the holder upon the occurrence of certain events, at a price of $80.40 per share. In May 2005, we terminated our right to deliver shares of common stock upon conversion of Notes by holders in respect of the principal amount of the Notes converted. As a result, the Company will be required to deliver cash to holders upon conversion, up to the principal amount of Notes converted. The Company will have the option to satisfy any amount of conversion obligation in excess of the principal amount in cash and/or shares of common stock. The Notes may be redeemed, in whole or in part, at our option, on or after March 2, 2011, at 100% of the principal amount plus accrued interest. In addition, holders of the Notes have the option, subject to certain conditions, to require us to purchase any Notes held by them for 100% of the principal amount plus accrued interest on March 1, 2011, March 1, 2016 and March 1, 2021, or upon a change of control.

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

6³/4% Senior Subordinated Notes due 2014

      The Company has $300 million principal amount of 6³/4% Senior Subordinated Notes due 2014. Interest on the Notes is payable on February 15 and August 15 of each year. The Notes may be redeemed, in whole or in part, at our option, on or after August 15, 2009, at specified redemption prices plus accrued interest. At any period prior to August 15, 2009, we may redeem the Notes at a redemption price of 100% of the principal amount plus a specified make-whole premium plus accrued interest. Also, on or prior to August 15, 2007, at our option, we may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.75% of the principal amount plus accrued interest with the proceeds of one or more equity offerings.

      If a change of control occurs and the Notes fail to maintain at least a BBB- rating by S&P and a Baa3 rating by Moody’s, each holder of Notes may require us to repurchase some or all of its Notes at a purchase price equal to 101% of the principal amount plus accrued interest. The Notes contain covenants that limit our ability to incur additional indebtedness, pay dividends, repurchase shares, create certain liens, enter into transactions with affiliates, consummate asset sales, and merge or consolidate. Most of these covenants are suspended during any period that the Notes are rated BBB- or better by S&P or Baa3 or better by Moody’s. In addition, most of these covenants permanently terminate if the Notes are rated BBB- or better by S&P and Baa3 or better by Moody’s.

6¹/8% Senior Subordinated Notes due 2015

      On July 15, 2005, the Company issued $500 million principal amount of 6¹/8% Senior Subordinated Notes due 2015. Interest on the Notes is payable on January 1 and July 1 of each year. The Notes may be redeemed, in whole or in part, at our option, on or after July 1, 2010, at specified redemption prices plus accrued interest. At any period prior to July 1, 2010, the Company may redeem the Notes at a redemption price of 100% of the principal amount plus a specified make-whole premium plus accrued interest. Also, on or prior to July 1, 2008, at our option, the Company may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.125% of the principal amount plus accrued interest with the proceeds of one or more equity offerings.

      If a change of control occurs and the Notes fail to maintain at least a BBB- rating by S&P and a Baa3 rating by Moody’s, each holder of Notes may require us to repurchase some or all of its Notes at a purchase price equal to 101% of the principal amount plus accrued interest. The Notes contain covenants that limit our ability to incur additional indebtedness, pay dividends, repurchase shares, create certain liens, enter into transactions with affiliates, consummate asset sales, and merge or consolidate. Most of these covenants are suspended during any period that the Notes are rated BBB- or better by S&P or Baa3 or better by Moody’s. In addition, most of these covenants permanently terminate if the Notes are rated BBB- or better by S&P and Baa3 or better by Moody’s.

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      The following table summarizes the maturities of the Company’s indebtedness, at December 31, 2005 (in millions):

									3.25%
						Floating Rate			Convertible
			2.50%			Convertible			Senior		63/4% Senior		61/8% Senior
	Term		Convertible			Senior			Subordinated		Subordinated		Subordinated
	Facility		Senior Notes			Debentures			Notes		Notes		Notes			Other(1)		Total
2006	$	28.6	$	—		$	—		$	—	$	—	$	—		$	46.0	$	74.6
2007		28.6		—			—			—		—		—			3.1		31.7
2008		38.1		—			—			—		—		—			4.5		42.6
2009		285.9		—			—			—		—		—			0.4		286.3
2010		—		—			—			—		—		—			—		—
2011 and beyond		—		300.0	(2)		344.6	(3)		330.0		300.0		497.4	(4)		2.9		1,774.9
Total	$	381.2	$	300.0		$	344.6		$	330.0	$	300.0	$	497.4		$	56.9	$	2,210.1

(1)	Other debt primarily consists of 81/8 Senior Subordinated Notes, capital lease obligations and borrowings at subsidiary levels.
(2)	The 2.50% Convertible Senior Notes mature in 2023 but can be put to the Company by the Note holders in 2010.
(3)	The Floating Rate Convertible Senior Debentures mature in 2033, but can be put to the Company by the debenture holders in 2008.
(4)	The 61/8% Senior Subordinated Notes include debt discounts of $2.6 million.

Note 11 — Other Long-Term Liabilities

      The following is a summary of other long-term liabilities as of December 31, 2005 and 2004 (in millions):

		2005		2004
Deferred taxes		$	637.8	$	627.0
Other			337.6		314.3
	Total	$	975.4	$	941.3

Note 12 — Fair Value of Financial Instruments

      The Company’s financial instruments consist primarily of cash and cash equivalents held at financial institutions, accounts receivable, accounts payable, short- and long-term debt, interest-rate swaps, foreign-currency forward and option contracts, and commodities swap and option contracts. The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term nature of these instruments.

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      The carrying amount and fair value of the Company’s long-term debt, foreign-currency forward and option contracts, interest-rate swap agreements, and commodities swap and option contracts are as follows at December 31, 2005 and 2004 (in millions):

		2005						2004
		Carrying						Carrying
		Amount			Fair Value			Amount			Fair Value
Long-term debt:
	Convertible debt	$	974.6		$	1,157.5		$	974.6		$	1,254.6
	Other		1,160.9			1,177.7			1,334.6			1,419.5
	Total long-term debt	$	2,135.5		$	2,335.2		$	2,309.2		$	2,674.1
Foreign currency forward and options contracts		$	0.3		$	0.3		$	—		$	—
Interest rate swap agreements		$	—		$	—		$	1.7		$	1.7
Commodities swap and options contracts		$	(0.4	)	$	(0.4	)	$	(0.1	)	$	(0.1	)

      The fair value of bank debt approximates the net carrying value. The fair value of long-term debt other than bank debt at the end of 2005 and 2004 was estimated based on current quotes from bond traders making a market in the debt instrument. The fair value of the foreign-currency forward and options contracts was estimated based on what the Company would receive (pay) upon liquidation of the contracts, taking into account the change in currency exchange rates, volatilities and certain other factors. The fair value of interest-rate swap agreements was estimated based on what the Company would receive (pay) upon liquidation of the contracts, taking into account interest rates, market expectation for future interest rates and the creditworthiness of the Company. The fair value of the commodities swap and options contracts was estimated based on what the Company would receive (pay) upon liquidation of the contracts, taking into account the change in commodities prices, volatilities and certain other factors.

      The Company also had off-balance-sheet standby letters of credit with notional amounts of $31.8 million and $38.1 million at December 31, 2005 and 2004, 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.

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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 noncancelable capital and operating leases from continuing operations as of December 31, 2005 (in millions):

	Capital		Operating
	Leases		Leases
2006	$	2.6	$	50.1
2007		2.1		41.4
2008		1.6		34.3
2009		0.4		26.2
2010		—		18.5
Thereafter		—		40.8
Net minimum lease payments	$	6.7	$	211.3
Less amount representing interest		0.6
Present value of minimum lease payments	$	6.1

      Rent expense included in the accompanying statement of operations was $44.7 million, $36.9 million, and $23.3 million for the years ended December 31, 2005, 2004 and 2003, respectively.

      As of December 31, 2005, the Company had outstanding letters of credit totaling $31.8 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 and performance letters of credit issued in the normal course of business.

      The Company has entered into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at any time without penalty. The aggregate amount of the Company’s unconditional purchase obligations totaled $15.7 million at December 31, 2005 and the full amount of these obligations is expected to be settled during 2006.

      There are various lawsuits and claims pending against the Company involving contract, product liability and other issues. In addition, the Company has assumed certain specified insurance liabilities, including those related to an inactive insurance subsidiary, primarily related to certain historical businesses of its former parent. In view of the Company’s financial condition and the accruals established for related matters, 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.

      The Company establishes a liability that is an estimate of amounts needed to pay indemnity costs in the future for insured events that have already occurred. The liability recorded does not include legal and defense costs, which are recorded as incurred and are not expected to be material. The accrued liabilities are based on management’s judgment as to the probability of losses, opinions of legal counsel and, where applicable, actuarially determined estimates. The reserve estimates are adjusted as additional information becomes known or payments are made.

      When a range of probable loss can be estimated the Company accrues the most likely amount, or at least the minimum of the range of probable loss. The range of probable loss related to workers compensation, general, automobile and product liabilities at December 31, 2005, was approximately $52 million to

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$109 million. The Company’s recorded reserves are $53 million and $46 million at December 31, 2005 and 2004, respectively. This reserve is gross of estimated amounts due from insurers of $19 million and $15 million at December 31, 2005 and 2004, respectively. The process of estimating losses involves a considerable degree of judgment by management and the ultimate amount of expense could vary. However, the Company believes that the amounts reserved are adequate based on available information.

      In the ordinary course of business, the Company has purchased insurance coverage from third-party insurance carriers to minimize loss and manage risk from worker injury, general, automobile and product liability. Insurance contracts do not relieve the Company of its primary obligation with respect to any losses incurred. The collectibility of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the financial condition and ratings of its insurers on an ongoing basis.

      The Company is currently involved in various stages of investigation and remediation related to environmental matters. The Company cannot predict the potential costs related to environmental remediation 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. Expenses for environmental remediation matters relate to the costs of permit requirements and installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the Company’s domestic and international facilities were approximately $0.8 million in 2005, $0.8 million in 2004 and $1.0 million in 2003. The Company records accruals, on an undiscounted basis, for environmental remediation 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 several factors, including reports prepared by environmental specialists and management’s knowledge of 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 $32.6 million and $32.2 million at December 31, 2005 and 2004, respectively.

      Management believes that this accrual is adequate for the environmental remediation liabilities the Company expects to incur. As a result, the Company believes that the ultimate liability with respect to environmental remediation 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. Although these environmental remediation liabilities do not include third-party recoveries, the Company may be subject to indemnification claims from third parties for liabilities relating to certain sites.

Note 14 — Stockholders’ Equity

Preferred and Common Stock

      The preferred and 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. Under the Restated Certificate of Incorporation, the Company is authorized to issue up to 500,000,000 shares of common stock and

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15,000,000 shares of preferred stock. As of December 31, 2005 and 2004, there were warrants outstanding to purchase 1,653,585 shares of common stock at an exercise price of $9.65 per share and exercisable through January 2008.

      In September 2003, the Company issued and sold 6.6 million shares of common stock in a public offering at a price of $40.75 per share. The Company sold these shares under a “shelf” registration statement pursuant to which it could issue and sell up to $750 million of its debt and equity securities. Proceeds to the Company from the offering were $260.6 million, net of underwriters’ discounts and offering costs.

      In May 2005, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission to allow the Company to issue, in one or more offerings, up to $1.0 billion aggregate amount of equity or debt securities. This shelf registration statement replaces the Company’s previous shelf registration statement that had a remaining capacity of approximately $150 million of securities.

      On March 15, 2005, the Board of Directors authorized a share repurchase program of up to $300 million of common stock. The authorization for share repurchases extends through March 15, 2007. The program authorizes management, at its discretion, to repurchase shares from time to time on the open market or in privately negotiated transactions subject to market conditions and other factors. As of December 31, 2005, no shares have been repurchased under this program.

Stock Plans

      Under the terms of the Apogent merger agreement, each outstanding option to purchase shares of Apogent common stock became fully vested and was assumed by Fisher. Each option outstanding at the time of the merger was converted into the right to acquire shares of Fisher common stock determined by multiplying (i) the number of shares of Apogent common stock subject to the option immediately prior to the effective date of merger (August 2, 2004) by (ii) .56, rounded down to the nearest whole number. The per share exercise price for the Fisher common stock issuable upon the conversion of the Apogent options was adjusted by dividing the exercise price per share of the Apogent common stock that otherwise could have been purchased under the Apogent stock option by .56, rounded up to the nearest whole cent. On August 2, 2004 Apogent had 11,184,155 options outstanding, which were converted into 6,263,127 options to purchase Fisher shares. As of December 31, 2005 there were 1,236,259 options outstanding from the former Apogent awards.

      Under the Company’s 2005 Equity and Incentive Plan (“2005 Plan”), the Company may grant up to 7,250,000 shares of common stock in the form of incentive stock options, non-qualified stock options, and other stock-based awards, including but not limited to restricted stock, restricted stock units, dividend equivalents, performance units, stock appreciation rights (payable in shares) and other long-term stock-based or cash-based awards. Awards other than options, which are settled in stock, are counted against the foregoing share limit as 1.8 shares for every one share actually issued in connection with such an award. The aggregate awards granted during any fiscal year to any single individual who is likely to be a “covered employee” as defined under Code Section 162(m) shall not exceed (i) 1,000,000 shares subject to stock options or stock appreciation rights and (ii) 500,000 shares subject to restricted stock or other stock-based awards (other than stock appreciation rights). Options granted have a term of 10 years and generally vest over three years. The exercise price of any option granted may not be less than the fair market value of the common stock on the date of grant. During 2005, the Company granted compensatory restricted stock units under the 2005 Plan and at December 31, 2005, there were 3,000 restricted stock units outstanding. As of December 31, 2005, there were 5,031,260 shares available for future grant.

      Upon the adoption of the 2005 Plan, the Company ceased granting awards under the 2003 Equity and Incentive Plan (the “2003 Plan”). As of December 31, 2005, there were 2,109,021 shares outstanding under the 2003 Plan. Awards under the 2003 plan were authorized to be made in the form of incentive stock options, non-

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qualified stock options, or other stock-based awards, including, but not limited to restricted stock units or dividend payments. Options granted have a term of five or 10 years and generally vest over three years. The exercise price of any option granted may not be less than the fair market value of the common stock on the date of the grant.

      Upon the adoption of the 2005 Plan, the Company ceased granting awards under the 2001 Equity and Incentive Plan (“2001 Plan”). As of December 31, 2005, there were 4,665,081 shares outstanding under the 2001 Plan. Awards under the 2001 Plan were authorized to 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. Options granted have a term of five or 10 years and generally vest over three years. The exercise price of any option may not be granted at less than the fair market value of the common stock on the date of the grant.

      Upon adoption of the 2001 Plan, the Company ceased granting awards under the 1998 Equity and Incentive Plan (the “1998 Plan”). As of December 31, 2005, there were 1,245,424 shares outstanding under the 1998 Plan. 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 under the 1998 Plan have a term of 10 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 or other factors. The Company also granted options to purchase 758,333 shares of common stock having a 10-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 $10.0 million plus interest and are recorded in other liabilities.

      A summary of the status of the Company’s stock option plans as of December 31, 2005, 2004 and 2003, and changes during the years then ended is presented in the following table:

	2005					2004					2003
				Weighted					Weighted					Weighted
				Average					Average					Average
	Shares			Exercise		Shares			Exercise		Shares			Exercise
	(in 000’s)			Price		(in 000’s)			Price		(in 000’s)			Price
Outstanding at beginning of year		13,005		$	33.22		11,039		$	25.77		7,740		$	19.73
Granted		3,938			62.90		1,462			55.47		4,883			34.49
Converted Apogent Options		—			—		6,263			36.05		—			—
Exercised		(4,728	)		31.14		(5,075	)		26.78		(978	)		20.24
Canceled/ Expired/ Forfeited		(746	)		52.39		(684	)		34.29		(606	)		27.93
Outstanding at end of year		11,469		$	43.01		13,005		$	33.22		11,039		$	25.77
Exercisable at end of year		7,140		$	34.96		9,803		$	30.31		5,402		$	18.65
Weighted average fair value of options granted				$	19.68				$	18.37				$	13.96

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      The following table summarizes information about stock options outstanding at December 31, 2005:

		Options Outstanding						Options Exercisable
						Weighted				Weighted
		Number		Weighted Average		Average		Number		Average
		Outstanding		Remaining		Exercise		Exercisable		Exercise
Range of Exercise Price		(in 000’s)		Contractual Life		Price		(in 000’s)		Price
$	9.00 — $13.00		877		2.1	$	9.50		877	$	9.50
	13.01 — 17.00		4		1.6		15.23		4		15.23
	17.01 — 21.00		82		3.1		18.23		82		18.23
	21.01 — 25.00		802		5.2		23.97		802		23.97
	25.01 — 29.00		1,580		6.2		28.44		1,058		28.47
	29.01 — 33.00		722		5.5		30.21		703		30.18
	33.01 — 37.00		203		3.3		34.86		188		34.89
	37.01 — 41.00		1,804		3.3		39.19		1,696		39.20
	41.01 — 45.00		656		5.2		44.22		560		44.20
	45.01 — 49.00		128		5.9		47.88		124		47.92
	49.01 — 54.00		65		8.1		53.45		22		53.47
	54.01 — 59.00		790		8.5		56.63		184		56.59
	59.01 — 64.00		1,908		9.1		61.32		137		61.80
	64.01 — 69.00		1,848		9.5		64.61		703		64.60
			11,469						7,140

Note 15 — Other Expense (Income), Net

      Other expense (income), net, consists of interest income on cash and cash equivalents and other non operating income and expense items. Other expense (income), net, includes the following for the years ended December 31, 2005, 2004 and 2003 (in millions):

		2005			2004			2003
Debt-refinancing costs		$	70.3		$	14.4		$	65.9
Acquisition-related foreign currency hedges			—			2.2			15.7
Gain on sale of investment			(3.3	)		(22.7	)		—
Interest income and other			(6.7	)		(4.3	)		(3.9	)
	Other expense (income), net	$	60.3		$	(10.4	)	$	77.7

      Debt refinancing costs in 2005 were attributable to $32.0 million and $1.2 million of charges incurred in connection with our debt tender and open market purchase for the 8¹/8% Senior Subordinated Notes due 2012 and $37.1 million of charges incurred in connection with the debt tender and redemption of 8% Senior Subordinated Notes due 2013, offset in part by gain on sale of investment and interest income. Amounts in 2004 primarily relate to third-party costs incurred to refinance the debt assumed in the Apogent merger and the write-off of deferred financing fees and third-party costs related to the Fisher credit facility that was refinanced upon consummation of the Apogent merger. Amounts in 2003 primarily relate to call premiums and the write-off of deferred financing fees for the redemption of our previously outstanding 9% Senior Subordinated Notes and 7¹/8% Notes.

      In the fourth quarter of 2004, the Company received proceeds of $26 million, and recognized a gain of $22.7 million, from the liquidation of an investment in ProcureNet, Inc. (“ProcureNet”). ProcureNet is a former subsidiary that was spun off from Fisher in 1999.

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Note 16 — Income Taxes

      The geographic sources of income from continuing operations before income taxes are summarized below (in millions):

	2005		2004		2003
Domestic	$	300.6	$	76.1	$	37.1
Foreign		187.5		111.0		57.1
Income from continuing operations before income taxes	$	488.1	$	187.1	$	94.2

      The provision for income taxes on income from continuing operations is comprised of the following for years ended December 31, 2005, 2004 and 2003 (in millions):

			2005			2004			2003
Current income tax expense:
	Federal		$	16.4		$	4.8		$	11.2
	State			7.0			2.3			2.3
	Foreign			21.5			21.2			4.7
		Total current		44.9			28.3			18.2
Deferred income tax expense (benefit):
	Federal			74.6			6.6			0.7
	State			6.5			0.4			0.2
	Foreign			(9.8	)		(10.0	)		(1.4	)
		Total deferred		71.3			(3.0	)		(0.5	)
Total income tax provision			$	116.2		$	25.3		$	17.7

      Tax benefits of $35.3 million, $34.9 million and $6.0 million associated with the exercise of employee stock options were allocated to equity and recorded in capital in excess of par value in the years ended December 31, 2005, 2004 and 2003, respectively. In addition, tax benefits (detriments) of $1.8 million, $1.1 million and ($0.4) million associated with rabbi trust stock distributions were allocated to equity and recorded in capital in excess of par value in the years ended December 31, 2005, 2004 and 2003, respectively.

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      The provision for income-tax expense differs from the amount computed by applying the U.S. statutory rate to income from continuing operations before income taxes for the reasons set forth below for the years ended December 31 (in millions, except percent amounts):

		2005			%			2004			%			2003			%
Taxes computed at statutory federal rate		$	170.8			35.0	%	$	65.5			35.0	%	$	32.9			35.0	%
Foreign tax rate differential and foreign losses not tax benefited			(47.4	)		(9.7	)%		(19.5	)		(10.4	)%		(16.7	)		(17.7	)%
American Jobs Creation Act of 2004 Repatriation			4.2			0.9	%		—			0.0	%		—			0.0	%
Extraterritorial income exclusion			(5.4	)		(1.1	)%		—			0.0	%		—			0.0	%
State income taxes, net of federal benefit			9.8			2.0	%		1.6			0.8	%		1.6			1.6	%
Nondeductible permanent items, net			1.9			0.4	%		—			0.0	%		0.7			0.7	%
Basis difference investment disposed or settled			(6.6	)		(1.4	)%		(6.8	)		(3.6	)%		—			0.0	%
Tax audits settled			(6.8	)		(1.4	)%		(10.9	)		(5.8	)%		—			0.0	%
Foreign tax credits benefited			(1.9	)		(0.4	)%		(4.1	)		(2.2	)%		—			0.0	%
Other			(2.4	)		(0.5	)%		(0.5	)		(0.3	)%		(0.8	)		(0.8	)%
	Income tax provision	$	116.2			23.8	%	$	25.3			13.5	%	$	17.7			18.8	%

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carryforwards. The tax effects of temporary items are as follows as of December 31, 2005 and 2004 (in millions):

			2005			2004
Deferred tax assets:
	Net operating loss and capital loss carryforwards		$	175.5		$	147.8
	Postretirement benefit costs other than pension			20.1			20.5
	Pension			26.4			11.6
	Accrued employee benefits			18.6			22.7
	Environmental accruals			10.8			11.2
	Reserves and other accruals			36.7			40.4
	Inventory reserves			26.4			28.9
	Allowance for doubtful accounts			4.6			4.7
	Investments			7.2			7.4
	Property, plant and equipment			4.7			7.2
	Goodwill and other intangibles			16.8			—
	Charitable loss			4.4			5.1
	Tax credits			10.8			6.1
	Other			39.9			31.2
	Gross deferred tax assets			402.9			344.8
	Less valuation allowance			(110.9	)		(72.1	)
		Total deferred tax assets		292.0			272.7

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NOTES TO FINANCIAL STATEMENTS — (Continued)

			2005		2004
Deferred tax liabilities:
	Goodwill and other intangibles			600.2		608.1
	Property, plant and equipment			69.8		58.5
	Pension			28.7		33.1
	Inventory			0.2		5.0
	Other			42.2		22.7
		Total deferred tax liabilities		741.1		727.4
Net deferred tax assets			$	—	$	—
Net deferred tax liabilities			$	449.1	$	454.7

      At December 31, 2005, the net deferred tax amount shown above was classified on the balance sheet as $169.3 million of current deferred tax assets, $21.1 million of long-term deferred tax assets, $1.7 million of current deferred tax liabilities and $637.8 million of long-term deferred tax liabilities. At December 31, 2004, the net deferred tax amount shown above was classified on the balance sheet as $162.4 million of current deferred tax assets, $10.4 million of long-term deferred tax assets, $0.5 million of current deferred tax liabilities and $627.0 million of long-term deferred tax liabilities.

      The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets, including both operating loss and capital loss carryforwards will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdiction.

      The Company takes into consideration such factors as the future reversals of existing taxable temporary differences, projected future operating results, the available carryforward period and other circumstances in assessing the realizability of tax benefits of net operating loss carryforwards. At December 31, 2005, the Company had accumulated net operating loss carryforwards for tax purposes expiring as follows (in millions):

	Net Operating		Less Valuation			Net Operating
	Loss (Gross)		Allowance			Loss (Net)
2006	$	12.2	$	(3.6	)	$	8.6
2007		19.7		(12.1	)		7.6
2008		10.9		(8.4	)		2.5
2009		9.2		(5.9	)		3.3
2010		10.8		(7.8	)		3.0
Thereafter		754.4		(494.6	)		259.8
Total accumulated net operating loss	$	817.2	$	(532.4	)	$	284.8

      On October 22, 2004, the President signed the American Jobs Creation Act of 2004 (“the Act”). The Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85% dividends-received deduction for certain dividends from controlled foreign corporations. This deduction is subject to a number of limitations, including the ways that repatriated funds may be reinvested. During 2005 we repatriated approximately $30 million under the provisions of the incentive. Provisions have been made for U.S. and additional foreign taxes for the anticipated repatriation of certain earnings of our foreign subsidiaries. We consider the undistributed earnings of our foreign subsidiaries above the amount already provided to be indefinitely reinvested as there is no intention to repatriate earnings. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $505.2 million at December 31, 2005. 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

75

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NOTES TO FINANCIAL STATEMENTS — (Continued)

payable to the various foreign countries. No additional provision has been recorded as such earnings are expected to be permanently reinvested. The Company is not able to estimate the incremental taxes that would be payable upon repatriation.

      We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Amounts accrued for the potential tax assessments that exceed amounts reflected in filed tax returns are provided in accordance with SFAS No. 5, Accounting for Contingencies.

      At December 31, 2005, the Company had capital loss carryforwards of $40.7 million that expire December 31, 2007. The valuation allowances at December 31, 2005 and 2004 predominantly represent allowances against foreign and state net operating losses and capital loss carryforwards, which are not anticipated to result in future tax benefits. At December 31, 2005, $50.3 million of the valuation allowances will ultimately reduce goodwill if the corresponding losses or credits are utilized.

Note 17 — Employee Benefit Plans

      The Company has various retirement programs, including traditional defined benefit pension plans, a cash balance pension plan, defined contribution plans, and other plans available to most employees. Benefits related to the defined benefit pension plans are either fully paid for by the Company or the plans 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. As of October 31, 2005, the Company amended its cash balance plan to eliminate future compensation credits, subsequent to January 1, 2006. For affected employees, the Company will increase its contribution level to its defined contribution 401K plan in 2006. The amendment to the cash balance plan resulted in a $3.7 million curtailment gain recognized in the fourth quarter of 2005. The Company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During 2005 and 2004, the Company made voluntary contributions of approximately $25 million and $40 million, respectively, to its U.S. and international plans.

      The Company also maintains a supplemental nonqualified executive retirement program (“SERP”) for certain of its executives. The benefit obligation related to this program is approximately $53 million and $49 million at December 31, 2005, and 2004, respectively. Assets of approximately $45 million at December 31, 2005 are set aside in a rabbi trust established for this program and are included in other assets on the balance sheet.

      The Company, generally at its own discretion, provides a postretirement healthcare program that is administered by the Company to employees who elect to and are eligible to participate. The Company funds a portion of the costs of this program on a self-insured and insured-premium basis.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      The following table provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s pension plans, SERP and other postretirement benefits (in millions):

																				Other
		Domestic Pension						Foreign Pension												Postretirement
		Benefits						Benefits						SERP Benefits						Benefits
		2005			2004			2005			2004			2005			2004			2005			2004
Change in projected benefit obligations
Benefit obligation at beginning of year		$	344.3		$	215.9		$	218.7		$	103.2		$	48.7		$	24.5		$	36.7		$	28.2
	Business combination		—			96.5			12.2			86.5			—			4.9			(0.7	)		7.0
	Service costs		13.7			10.0			12.1			7.2			2.5			1.6			0.5			0.4
	Interest costs		19.3			15.7			11.3			9.7			2.9			2.4			2.1			1.9
	Plan amendment		—			—			—			—			0.5			12.9			(8.3	)		—
	Special termination benefits		—			—			1.6			—			0.3			—			—			—
	Curtailment		—			—			(0.5	)		—			—			—			—			—
	Plan participants’ contribution		—			—			2.6			1.9			—			—			2.9			2.0
	Actuarial (gains) losses		2.1			22.1			19.7			(0.7	)		(0.8	)		2.7			0.7			0.8
	Benefits paid		(21.2	)		(15.9	)		(6.6	)		(2.7	)		(1.4	)		(0.3	)		(5.1	)		(3.9	)
	Currency translation and other		—			—			(12.5	)		13.6			—			—			0.2			0.3
Benefit obligation at end of year		$	358.2		$	344.3		$	258.6		$	218.7		$	52.7		$	48.7		$	29.0		$	36.7
Change in fair value of plan assets
Fair value of plan assets at beginning of year		$	351.4		$	237.8		$	162.7		$	91.4		$	—		$	—
	Business combination		—			63.5			12.2			48.7			—			—
	Actual return on plan assets		22.7			25.5			22.7			6.1			—			—
	Employer contribution		9.6			40.5			24.6			5.9			1.4			0.3
	Plan participants’ contributions		—			—			2.6			1.9			—			—
	Benefits paid		(21.2	)		(15.9	)		(6.6	)		(2.7	)		(1.4	)		(0.3	)
	Currency translation and other		—			—			(9.8	)		11.4			—			—
Fair value of plan assets at end of year		$	362.5		$	351.4		$	208.4		$	162.7		$	—		$	—
Funded status
Funded status		$	4.3		$	7.1		$	(49.8	)	$	(56.0	)	$	(52.7	)	$	(48.7	)	$	(29.0	)	$	(36.7	)
Unrecognized net actuarial (gain) loss			67.2			64.2			40.9			37.4			7.4			8.8			(16.7	)		(19.2	)
Unrecognized prior service costs			0.1			(4.3	)		—			—			11.6			12.7			(9.2	)		(2.5	)
Unrecognized net transition obligation			—			—			0.5			0.5			—			—			—			—
Net amount recognized		$	71.6		$	67.0		$	(8.4	)	$	(18.1	)	$	(33.7	)	$	(27.2	)	$	(54.9	)	$	(58.4	)
Amounts recognized in consolidated balance sheet consist of:
Prepaid benefit asset		$	74.8		$	70.6		$	35.4		$	22.4			—		$	—
Accrued benefit liability			(3.7	)		(4.2	)		(51.0	)		(46.5	)		(49.9	)		(45.3	)
Intangible asset			—			—			—			—			11.6			12.7
Accumulated other comprehensive income			0.5			0.6			7.2			6.0			4.6			5.4
Net amount recognized		$	71.6		$	67.0		$	(8.4	)	$	(18.1	)	$	(33.7	)	$	(27.2	)
Accumulated benefit obligation		$	338.0		$	325.5		$	217.6		$	179.8		$	49.2		$	45.0

77

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

	Domestic Pension						Foreign Pension
	Benefits						Benefits						SERP Benefits
	2005			2004			2005			2004			2005			2004
Weighted-average assumptions used to determine projected benefit obligations
Discount rate		5.75	%		5.75	%		4.94	%		5.44	%		5.75	%		5.75	%
Average rate of increase in employee compensation		4.00	%		4.00	%		3.95	%		3.95	%		4.00	%		4.00	%
Weighted-average assumptions used to determine the net benefit cost (income)
Discount rate		5.75	%		6.10	%		5.44	%		5.51	%		5.75	%		6.23	%
Average rate of increase in employee compensation		4.00	%		4.00	%		3.95	%		3.95	%		4.00	%		4.00	%
Expected long-term rate of return on assets		7.75	%		8.00	%		6.65	%		6.93	%

      The projected benefit obligation and fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets are as follows (in millions):

	Pension Benefits
	2005		2004
Pension plans with projected benefit obligations in excess of plan assets
Projected benefit obligation	$	423.6	$	367.5
Fair value of plan assets		292.1		240.9

      The accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets are as follows (in millions):

	Pension Benefits
	2005		2004
Pension plans with accumulated benefit obligations in excess of plan assets
Accumulated benefit obligation	$	186.5	$	233.3
Fair value of plan assets		100.4		162.9

      The overall expected long-term rate of return is developed from the expected future return of each asset class, weighted by the expected allocation of pension assets to that asset class. The Company considers historical performance for the types of assets in which the plans invest, independent market forecasts and management estimates when developing the expected rate of return for each class of assets. The measurement date for our plans is October 31.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      The net periodic pension benefits cost (income) and postretirement healthcare benefit include the following components for the years ended December 31, 2005, 2004 and 2003 (in millions):

																										Other Postretirement
		Domestic Pension Benefits									Foreign Pension Benefits									SERP Benefits						Benefits
		2005			2004			2003			2005			2004			2003			2005		2004		2003		2005			2004			2003
Components of net periodic benefit cost (income)
Service cost-benefits earned		$	13.7		$	10.0		$	7.7		$	12.1		$	7.2		$	3.4		$	2.5	$	1.6	$	1.5	$	0.5		$	0.4		$	0.4
Interest cost on benefit obligation			19.3			15.7			13.1			11.3			9.7			4.5			2.9		2.4		1.4		2.1			1.9			1.6
Expected return on plan assets			(27.6	)		(22.9	)		(19.3	)		(11.1	)		(10.4	)		(5.8	)		—		—		—		—			—			—
Amortization of unrecognized net (gain) loss			1.9			—			—			1.4			0.8			0.7			0.6		0.3		0.4		(1.8	)		(1.9	)		(2.3	)
Amortization of unrecognized prior service benefit			(0.6	)		(0.6	)		(0.6	)		—			—			—			1.7		1.6		0.1		(1.6	)		(2.2	)		(1.5	)
Amortization of unrecognized net transition asset			—			—			—			—			(0.1	)		(0.1	)		—		—		—		—			—			—
Settlement/curtailment (gain) loss			(1.7	)		1.2			1.3			(0.3	)		—			—			0.3		—		—		—			—			—
Special termination benefit recognized			—			—			—			1.5			—			—			—		—		—		—			—			—
	Net periodic benefit cost (income)	$	5.0		$	3.4		$	2.2		$	14.9		$	7.2		$	2.7		$	8.0	$	5.9	$	3.4	$	(0.8	)	$	(1.8	)	$	(1.8	)

      Contributions, consisting of primarily voluntary contributions to the Company’s foreign plans, for 2006 are estimated at between $15 million to $25 million.

      Future benefit payments during the next five years and in the aggregate for the five fiscal years thereafter, are as follows (in millions):

							Other Post-
	Domestic Pension		Foreign Pension				retirement
	Benefits		Benefits		SERP Benefits		Benefits
Year end December 31,
2006	$	19.4	$	6.4	$	0.2	$	2.4
2007		19.5		6.6		2.0		2.4
2008		19.8		6.7		2.6		2.4
2009		20.6		7.3		2.7		2.3
2010		20.7		7.4		3.1		2.4
2011-2015		115.4		44.1		20.5		11.1

      In 2005, the Company amended certain of its existing domestic postretirement healthcare programs, creating an unrecognized prior service benefit of $8.2 million. This unrecognized prior-service benefit will be amortized beginning in 2006 over approximately five years.

      The Company’s investment policy for its pension plans is to balance risk and return through a diversified portfolio of U.S. equities, non-U.S. equities, fixed-income securities and private-equity investments. Maturities for fixed income securities are managed so that sufficient liquidity exists to meet near-term benefit-payment obligations.

79

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The Company’s weighted-average asset allocations at October 31, 2005, and 2004 were as follows:

Asset Category		2005			2004
Equity securities			48	%		47	%
Debt securities			47	%		48	%
Real estate and other			5	%		5	%
	Total		100	%		100	%

      The weighted-average asset allocations presented above are consistent with the Company’s asset allocation targets.

      A 12% annual rate of increase in per capita cost of covered healthcare benefits was assumed for 2006; it gradually decreases to an ultimate rate of 6% in 2012. A change in the assumed healthcare cost trend rate by one percentage point effective January 2005 would change the accumulated postretirement benefit obligation as of December 31, 2005 and the 2005 aggregate of the service and interest costs, as follows:

One Percentage Point	Increase		Decrease
Effect on total of service and interest cost components	$	0.2	$	0.2
Effect on postretirement healthcare benefit obligation	$	2.1	$	1.6

      The Company’s defined contribution savings and profit sharing plans in the United States cover substantially all non-union employees. Eligible employees are allowed to participate in the plans immediately upon employment. Participants may elect to contribute between one percent and 50 percent of their annual compensation, as defined in the plans. The Company matches employee contributions, up to 8% of eligible pay, at rates ranging from 25% to 100% based upon the plan and Company performance. For the years ended December 31, 2005, 2004 and 2003, the cost of these plans were $12.3 million, $10.7 million, and $6.5 million, respectively.

Note 18 — Restructuring Charges

      During 2004, the Company implemented restructuring plans (collectively the “2004 Restructuring Plan”) focused on the integration of certain international operations and the streamlining of domestic operations. These plans include the consolidation of office, warehouse, and manufacturing facilities. As a result of these actions, the Company recorded restructuring charges of $19.9 million and $7.8 million for the year ended December 31, 2005 and 2004, respectively. The Company closed five manufacturing facilities in 2004 and has closed ten such facilities in 2005. These charges include employee separation costs and other exit costs. Employee-separation costs relate to termination and other severance costs. The other exit costs primarily represent legal and contract-termination costs. At December 31, 2005 and 2004, the Company had $5.5 million and $4.8 million, respectively, in accruals related to the ongoing 2004 Restructuring Plan included in the balance sheet.

80

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      As of December 31, 2005, and 2004, $0.7 million and $1.5 million, respectively, in accruals related to other restructuring activities are included on the balance sheet. For the year ended December 31, 2005, the Company incurred restructuring charges of $2.9 million related to these other restructuring activities.

		December 31,		2005		2005						December 31,
		2004		Charges		Payments			Other			2005
2004 Plan termination benefits		$	3.3	$	16.6	$	(16.2	)	$	(0.3	)	$	3.4
2004 Plan other charges			1.5		3.3		(1.5	)		(1.2	)		2.1
	Total 2004 Plan		4.8		19.9		(17.7	)		(1.5	)		5.5
Other plans			1.5		2.9		(3.4	)		(0.3	)		0.7
	Total restructuring	$	6.3	$	22.8	$	(21.1	)	$	(1.8	)	$	6.2

		December 31,		2004		2004			December 31,
		2003		Charges		Payments			2004
2004 Plan termination benefits		$	—	$	6.0	$	(2.7	)	$	3.3
2004 Plan other charges			—		1.8		(0.3	)		1.5
	Total 2004 Plan		—		7.8		(3.0	)		4.8
Other plans			2.2		—		(0.7	)		1.5
	Total restructuring	$	2.2	$	7.8	$	(3.7	)	$	6.3

Note 19 — Segment and Geographic Financial Information

      The Company reports financial results on the basis of three reportable segments: scientific products and services, healthcare products and services, and laboratory workstations. The Company’s segments are organized by customer markets. Segment financial performance is evaluated based upon operating income, excluding items that the Company considers to be nonrecurring. The Company’s product portfolio is comprised primarily of consumable products. For each of the years ended December 31, 2005, 2004 and 2003, approximately 80% of our revenue was generated from the sale of consumable products.

      Selected business-segment financial information for the years ended December 31, 2005, 2004 and 2003 is presented below (in millions):

		Net Sales									Operating Income
		2005			2004			2003			2005			2004			2003
Scientific products and services		$	4,141.2		$	3,454.7		$	2,501.0		$	562.7		$	375.5		$	229.6
Healthcare products and services			1,304.4			1,032.0			866.8			172.9			92.8			33.5
Laboratory workstations			200.6			176.1			206.1			(0.7	)		2.8			11.1
Eliminations			(66.8	)		(35.5	)		(19.9	)		(0.1	)		(0.3	)		(0.1	)
	Segment sub-total		5,579.4			4,627.3			3,554.0			734.8			470.8			274.1
Other charges:
Inventory step-up			—			—			—			20.7			82.9			17.4
Restructuring expense			—			—			—			22.8			7.8			—
Goodwill impairment			—			—			—			—			64.9			—
Other charges			—			—			—			33.6			33.7			—
	Total	$	5,579.4		$	4,627.3		$	3,554.0		$	657.7		$	281.5		$	256.7

      Operating income is revenue less related direct and allocated expenses.

81

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      In 2005, the Company recorded charges of $20.7 million for the amortization of the step-up of inventory to the acquired fair value related to the Company’s merger with Apogent, $22.8 million of restructuring charges, and included in $33.6 million of other charges are $25.0 million of integration costs and $8.6 million of long-lived assets impairment charges. In 2004, the Company recorded charges of $82.9 million to step up the fair value of inventory from the Apogent, Oxoid, Dharmacon and Perbio transactions, $7.8 million of restructuring charges, $64.9 million of impairment charges for goodwill and included in $33.7 million of other charges are $25.0 million of integration costs, $6.0 million of a charitable contribution, and $2.7 million of impairment charges for other long-lived assets. In 2003, the Company recorded a charge of $17.4 million related to the step-up of Perbio’s inventory to its acquired fair value.

      Total assets, capital expenditures and depreciation and amortization by segment for the years ended December 31, 2005, 2004 and 2003 were as follows (in millions):

														Depreciation and
		Assets						Capital Expenditures						Amortization
		2005		2004		2003		2005		2004		2003		2005		2004		2003
Scientific products and services		$	6,355.7	$	5,900.5	$	2,293.6	$	78.0	$	70.1	$	63.1	$	152.4	$	111.7	$	67.2
Healthcare products and services			1,974.3		2,015.9		350.4		39.7		11.0		11.5		41.8		25.2		11.0
Laboratory workstations			70.3		59.5		105.7		10.1		10.9		5.5		5.1		4.2		4.0
All Other			30.0		114.3		109.7		—		1.4		0.1		0.6		2.2		0.6
	Total	$	8,430.3	$	8,090.2	$	2,859.4	$	127.8	$	93.4	$	80.2	$	199.9	$	143.3	$	82.8

      Identifiable assets in the “All Other” column include corporate deferred income taxes and discontinued operations.

      Sales outside the United States were approximately 25%, 24% and 19% of total sales in 2005, 2004 and 2003, respectively. No single foreign country or customer accounted for more than 10% of sales during any of the three years ended December 31, 2005.

      The Company manages its business based on customer markets, not product lines. Product line information is not tracked and aggregated, and as a result, it is impracticable to disclose such revenue information.

      Long-lived assets and revenue by geographical area for the years ended December 31, 2005, 2004 and 2003 are as follows (in millions):

		Long-Lived Assets
		2005		2004
Long-lived assets by geographic area:
Domestic		$	4,925.2	$	4,986.9
International			1,245.0		1,120.8
	Total	$	6,170.2	$	6,107.7

82

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

		Net sales
		2005			2004			2003
Net sales by geographic area:
Domestic		$	4,369.6		$	3,618.1		$	2,916.3
International			1,421.8			1,123.4			684.4
Eliminations			(212.0	)		(114.2	)		(46.7	)
	Total	$	5,579.4		$	4,627.3		$	3,554.0

Sales are attributable to the geographic region based upon the location of the entity generating the sale.

Note 20 — Related Parties

      The Company is a party to a rental and service agreement with Latona Associates Inc. (which is controlled by a stockholder of the Company) under which the Company provides office space and certain building administrative services. The Company received $250,000 under the agreement for each of the three years ended December 31, 2005, 2004 and 2003. The Company made contributions of $7.0 million and $0.8 million to Winthrop Inc. (the “Foundation”) on matching gift forms and checks in 2004 and 2003, respectively, and no contribution was made during 2005. The Foundation is a charitable private foundation that makes charitable contributions on behalf of the Company and its employees and has board members who are executives of the Company. The Company is not obligated to make future contributions to the Foundation.

Note 21 — Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”). SFAS 123R supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” This statement addressed the accounting for share-based payments to employees, including grants of employee stock options. Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic method in accordance with APB Opinion No. 25. Instead, companies will be required to account for such transactions using a fair-value method and recognize the related expense associated with share-based payments in the statement of operations. SFAS 123R is effective for the Company as of January 1, 2006. The Company historically accounted for share-based payments to employees under APB Opinion No. 25’s intrinsic value method. As such, the Company generally has not recognized compensation expense for options granted to employees. The Company will adopt the provisions of SFAS 123R under the modified prospective method, in which compensation cost for all share-based payments granted or modified after the effective date is recognized based upon the requirements of SFAS 123R and compensation cost for all awards granted to employees prior to the effective date that are unvested as of the effective date of SFAS 123R is recognized based on SFAS 123. Tax benefits will be recognized related to the cost for share-based payments to the extent the equity instrument would ordinarily result in a future tax deduction under existing law. Tax expense will be recognized to write off excess deferred tax assets when the tax deduction upon settlement of a vested option is less than the expense recorded in the statement of operations (to the extent not offset by prior tax credits for settlements where the tax deduction was greater than the fair value cost). The Company’s current estimates associated with 2006 indicate the Company will recognize equity-based compensation expense of approximately 28 cents per share. This amount is subject to revisions as the Company finalizes certain assumptions related to 2006, including the size and nature of awards and forfeiture rates. SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation cost be reported as a financial cash flow rather than as operating cash flow as was required. The Company cannot estimate what the future tax benefits will be as the amounts depend on, among

83

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

other factors, future employee stock option exercises. Due to the Company’s tax loss position, there was no operating cash inflow realized for December 31, 2005 and 2004 for such excess tax deductions.

      In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107 regarding the Staff’s interpretation of SFAS 123R. This interpretation provides the Staff’s views regarding interactions between SFAS 123R and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. The interpretive guidance is intended to assist companies in applying the provisions of SFAS 123R and investors and users of the financial statements in analyzing the information provided. We will follow the guidance prescribed in SAB No. 107 in connection with our adoption of SFAS 123R.

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (“SFAS 151”). SFAS 151 amends Accounts Research Bulletin No. 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current-period charges. In addition, SFAS 151 requires that allocation of fixed production overhead to inventory be based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is currently assessing the impact that the adoption of SFAS 151 will have on the results of operations and financial position, but does not expect that it will be material.

Note 22 — 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 2005 and 2004, 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):

		2005
		First		Second		Third		Fourth		Year
Net sales		$	1,351.2	$	1,391.3	$	1,413.0	$	1,423.9	$	5,579.4
Gross profit(a)			449.4		480.3		483.0		497.9		1,910.6
Income from continuing operations			76.1		85.4		93.2		117.2		371.9
Income from discontinued operations(b)			0.9		16.0		0.3		—		17.2
Net income(c)		$	77.0	$	101.4	$	93.5	$	117.2	$	389.1
Basic net income per common share:
	Income from continuing operations	$	0.63	$	0.71	$	0.77	$	0.95	$	3.06
	Income from discontinued operations		0.01		0.13		—		—		0.14
	Net income	$	0.64	$	0.84	$	0.77	$	0.95	$	3.20
Diluted net income per common share:
	Income from continuing operations	$	0.60	$	0.67	$	0.73	$	0.91	$	2.92
	Income from discontinued operations		0.01		0.13		—		—		0.13
	Net income	$	0.61	$	0.80	$	0.73	$	0.91	$	3.05
Market price:
	High	$	64.75	$	64.90	$	67.12	$	65.50	$	67.12
	Low	$	56.92	$	55.88	$	61.20	$	54.27	$	54.27

84

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

		2004
		First		Second		Third		Fourth		Year
Net sales		$	1,003.1	$	1,048.6	$	1,254.3	$	1,321.3	$	4,627.3
Gross profit(d)			270.6		302.3		357.4		424.5		1,354.8
Income from continuing operations(b)			32.8		43.5		34.9		50.6		161.8
Income from discontinued operations			1.8		1.2		1.2		0.4		4.6
Net income(e)(f)		$	34.6	$	44.7	$	36.1	$	51.0	$	166.4
Basic net income per common share:(f)(g)
	Income from continuing operations	$	0.52	$	0.68	$	0.35	$	0.43	$	1.88
	Income from discontinued operations		0.02		0.02		0.01		—		0.05
	Net income	$	0.54	$	0.70	$	0.36	$	0.43	$	1.93
Diluted net income per common share:(f)(g)
	Income from continuing operations	$	0.48	$	0.62	$	0.33	$	0.41	$	1.75
	Income from discontinued operations		0.03		0.02		0.01		—		0.05
	Net income	$	0.51	$	0.64	$	0.34	$	0.41	$	1.80
Market price:
	High	$	56.20	$	60.10	$	59.61	$	62.60	$	62.60
	Low	$	39.76	$	54.15	$	53.26	$	53.49	$	39.76

(a)	During 2005, the Company recorded charges totaling $31.5 million, consisting of $20.7 million to step up the fair value of inventory from the Apogent transaction, $7.3 million of integration costs, and $3.5 million of long-lived asset impairment and other related charges.
(b)	Income from discontinued operations includes the activities of Atos Medical Holding AB.
(c)	During 2005, the Company recorded charges totaling $67.5 million, net of tax, consisting of the items noted in (a) above as well as $17.7 million of integration costs, $5.1 million of long-lived asset impairment and other charges, $22.8 million of restructuring charges, $5.3 million of gain on the termination of the interest rate swaps, $71.3 million of debt refinancing and other related charges, $3.3 million gain on sale of investment, $0.5 million of other income and $6.8 million tax provision credit related to finalizing certain domestic and foreign tax audits and negotiations.
(d)	During 2004, the Company recorded charges totaling $90.4 million consisting of $82.9 million to step up the fair value of inventory from the Apogent, Oxoid, Dharmacon, and Perbio acquisitions, $5.6 million of integration costs, and $1.9 million of impairment charges for fixed assets.
(e)	During 2004, the Company recorded charges totaling $100.3 million, net of tax, consisting of the items noted in (d) above as well as $19.4 million of integration costs, $7.8 million of restructuring charges, $6.0 million charitable contribution, $65.7 million impairment charge for long-lived assets, $16.6 million of refinancing charges, $22.7 million gain on sale of investment, and $10.9 million tax provision credit related to finalizing certain domestic and foreign tax audits and negotiations.
(f)	Reflects adjustments as disclosed in Form 10-Q/ A for the quarter ended September 30, 2004.
(g)	The Company adopted the provisions of EITF Issue No. 04-8 (EITF 04-8), The Effect of Contingently Convertible Debt on Diluted Earnings Per Share in calculating quarterly diluted earnings per common share for 2004.

85

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

      None.

Item 9A. Controls and Procedures

      As of the end of the period covered by this Annual Report on Form 10-K, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2005, the design and operation of the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act. They also concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in such reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

      Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2005, the Company’s internal control over financial reporting is effective. Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has issued an audit report on management’s assessment of the Company’s internal control over financial reporting. This report appears on page 87.

Item 9B. Other Information

      None.

86

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Fisher Scientific International Inc.

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Fisher Scientific International Inc. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

      A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

87

      We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2005 of the Company and our report dated February 17, 2006 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

New York, New York

February 17, 2006

88

PART III

Item 10. Directors and Executive Officers of the Registrant

      The information required by the item relating to our executive officers is included in item 1, “Business-Executive Officers”. The information appearing in Fisher’s Proxy Statement for its Annual Meeting of Stockholders to be held on May 5, 2006 (the “Proxy Statement”) under the caption “Nomination and Election of Directors” is incorporated herein by reference.

      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.

      Code of Conduct. The information set forth under the caption “Board of Directors, Committee Meetings and Executive Sessions” in the Proxy Statement for its Annual Meeting of Shareholders is incorporated herein by reference.

Item 11. Executive Compensation

      The information appearing in the Proxy Statement under the caption “Compensation of Executive Officers” is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      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 Relationships and Related Transactions” is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

      The information appearing in the Proxy Statement under the caption “Audit Fees” is incorporated herein by reference.

89

PART IV

Item 15. Exhibit and Financial Statement Schedules

      (a) The following documents are filed as part of this Form 10-K

(1)  Financial Statements: The following consolidated financial statements of Fisher Scientific International Inc. are included in Item 8.

	Page
Report of Independent Registered Public Accounting Firm		41
Consolidated Statement of Operations for the years ended December 31, 2005, 2004 and 2003		42
Consolidated Balance Sheets as of December 31, 2005 and 2004		43
Consolidated Statement of Cash Flows for the years ended December 31, 2005, 2004 and 2003		44
Consolidated Statement of Changes in Stockholders’ Equity and Other Comprehensive Income for the years ended December 31, 2005, 2004 and 2003		45
Notes to Consolidated Financial Statements		46

      (2) Financial Statement Schedule:

Schedule II — Valuation and Qualifying Accounts and reserves for the year ended December 31, 2005, 2004 and 2003. 100

      All other financial statements and schedules have been omitted since the information required to be submitted has been included in the consolidated financial statements and related notes or because they are either not applicable or not required under the rules of Regulation S-X.

      (3) Exhibits. Exhibits 10.1 through 10.72 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
	3.01	Restated Certificate of Incorporation of Fisher Scientific International Inc. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.
	3.02	Amended and Restated Certificate of Incorporation of the registrant, as amended. Incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on May 15, 2002.
	3.03	Certificate of Designation of Non-Voting Stock of the registrant. Incorporated by reference to Exhibit 3.3 to the registrant’s Annual Report on Form 10-K filed on March 31, 1999.
	3.04	Certificate of Designation of Series B Non-Voting Common Stock. Incorporated by reference to Exhibit 3.4 to the registrant’s Annual Report on Form 10-K filed on March 31, 1999.
	3.05	Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-44400) filed on August 24, 2000.
	3.06	Certificate of Correction to the Restated Certificate of Incorporation of Fisher Scientific International Inc. Incorporated by reference to Exhibit 3.6 to the registrant’s Annual Report on Form 10-K filed on March 28, 2002.
	3.07	Certificate of Amendment of Restated Certificate of Incorporation of Fisher Scientific International Inc. Incorporated by reference to the Company’s Registration Statement on Form S-3 (Registration no. 333-108448), dated September 3, 2003.
	4.01	Specimen Certificate of Common Stock, $.01 par value per share, of the Company incorporated by reference to Exhibit 4.1 to the registrant’s Annual Report on Form 10-K filed on March 28, 2002.
	4.02	Certificate of Designation of Non-Voting Stock (see Exhibit 3.02).

90

Exhibit
Number		Description
	4.03	Certificate of Designation of Series B Non-Voting Common Stock (see Exhibit 3.03).
	4.04	Indenture dated as of April 24, 2002 between the Company and J.P. Morgan Trust Company, National Association, as Trustee, relating to the 81/8 percent Senior Subordinated Notes due 2012. Incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-88362) filed on May 15, 2002.
	4.05	Supplemental Indenture No. 1 dated as of March 7, 2003 between the Company and J.P. Morgan Trust Company, National Association. Incorporated by reference to Exhibit 4.7 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-104361) filed on April 7, 2003.
	4.06	Indenture, dated as of July 7, 2003, by and between the Company and J.P. Morgan Trust Company, National Association, as Trustee. Incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-4 (Registration no. 333-104361) filed on July 10, 2003.
	4.07	Indenture, dated as of August 3, 2004, among Apogent Technologies Inc., the Company and The Bank of New York as Trustee, relating to Apogent Technologies Inc.’s Floating Rate Convertible Senior Debentures due 2033. Incorporated by reference to Exhibit 4.1 to Apogent Technologies Inc.’s Quarterly Report on Form 10-Q filed on August 9, 2004.
	4.08	Supplemental Indenture No. 1, dated as of March 3, 2004, between Fisher Scientific International Inc. and J.P. Morgan Trust Company, National Association. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2004.
	4.09	Indenture, dated as of August 3, 2004, between the Company and The Bank of New York as Trustee, relating to the Company’s 63/4% Senior Subordinated Notes due 2014. Incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-4 (Registration No. 333-120864) filed on November 30, 2004.
	4.10	Supplemental Indenture No. 2, dated as of April 29, 2005, by and between the Company and J.P. Morgan Trust Company, National Association. Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2005.
	4.11	Indenture, dated as of July 15, 2005, by and between Fisher Scientific International Inc. and The Bank of New York Trust Company, N.A., as trustee. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2005.
	4.12	Form of Senior Indenture. Incorporated by reference to the Company’s Registration Statement on Form S-3 (Registration no. 333-124738), filed with the Securities and Exchange Commission on August 1, 2005.
	4.13	Form of Subordinated Indenture. Incorporated by reference to the Company’s Registration Statement on Form S-3 (Registration no. 333-124738), filed with the Securities and Exchange Commission on August 1, 2005.
	4.14	Form of Junior Subordinated Indenture. Incorporated by reference to the Company’s Registration Statement on Form S-3 (Registration no. 333-124738), filed with the Securities and Exchange Commission on August 1, 2005.
	10.01	Amended and Restated Employment Agreement, dated as of December 31, 2003, between the Company and Paul M. Montrone. Incorporated by reference to Exhibit 10.01 to the Company’s Registration Statement on Form S-3 (Registration no. 333-110038) filed on January 6, 2004.
	10.02	Amendment to Employment Agreement, dated as of August 2, 2005, between Fisher Scientific International Inc. and Paul M. Montrone. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.
	10.03	Amended and Restated Employment Agreement, dated as of December 31, 2003, between the Company and Paul M. Meister. Incorporated by reference to Exhibit 10.02 to the Company’s Registration Statement on Form S-3 (Registration no. 333-110038) filed on January 6, 2004.
	10.04	Amendment to Employment Agreement, dated as of August 2, 2005, between Fisher Scientific International Inc. and Paul M. Meister. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.

91

Exhibit
Number		Description
	10.05	Employment Agreement, dated as of March 31, 1998, between the Company and David T. Della Penta. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 1998.
	10.06	Amendment to Employment Agreement, dated as of December 31, 2003, between the Company and David T. Della Penta. Incorporated by reference to Exhibit 10.03 to the Company’s Registration Statement on Form S-3 (Registration no. 333-110038) filed on January 6, 2004.
	10.07	Second Amendment to Employment Agreement, dated as of August 2, 2005, between Fisher Scientific International Inc. and David T. Della Penta. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.
	10.08	Employment Agreement, dated March 14, 2005, between the Company and Mark D. Roellig. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2005.
	10.09	Amendment to Employment Agreement, dated as of August 2, 2005, between Fisher Scientific International Inc. and Mark D. Roellig. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.
	10.10	Employment Agreement, dated as of August 2, 2005, between Fisher Scientific International Inc. and Kevin P. Clark. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.
	10.11	Separation Agreement, dated March 9, 2005, between the Company and Todd M. DuChene. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2005.
	10.12	Fisher Scientific International Inc. Incentive Compensation Plan, as amended and restated effective as of January 1, 2002. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission on March 24, 2003.
	10.13	Fisher Scientific International Inc. Deferred Compensation Plan for Non-Employee Directors. Incorporated by reference 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.
	10.14	Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. Incorporated by reference 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.
	10.15	Fisher Scientific International Inc. 1998 Equity and Incentive Plan. Incorporated by reference 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.
	10.16	Fisher Scientific International Inc. 2003 Equity and Incentive Plan, effective as of May 2, 2003. Incorporated by reference to Annex II to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2003.
	10.17	Fisher Scientific International Inc. 2001 Equity and Incentive Plan, effective as of May 16, 2001. Incorporated by reference to Annex I to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2001.
	10.18	Fisher Scientific International Inc. Long-Term Incentive Plan, effective January 1, 1990. Incorporated by reference 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.
	10.19	Form of Fisher Scientific International Inc. Non-Qualified Stock Option Award Agreement (Management Options — Fisher Scientific International Inc. 2001 Equity and Incentive Plan). Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2004.

92

Exhibit
Number		Description
	10.20	Form of Fisher Scientific International Inc. Non-Qualified Stock Option Award Agreement (Management Options — Fisher Scientific International Inc. 2003 Equity and Incentive Plan). Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2004.
	10.21	Form of Non-qualified Stock Option Agreement pursuant to the Fisher Scientific International Inc. 2001 Equity and Incentive Plan and 2003 Equity and Incentive Plan. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2005.
	10.22	Fisher Scientific International Inc. 2005 Equity and Incentive Plan, effective as of May 6, 2005. Incorporated by reference to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2005.
	10.23	First Amendment to the Fisher Scientific International Inc. Retirement Plan for non-employee directors. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2005.
	10.24	Form of 2005 Equity and Incentive Plan Non-Qualified Stock Option Award Agreement. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2005.
	10.25	Form of 2005 Equity and Incentive Plan Restricted Stock Agreement. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2005.
	10.26	Form of Indemnification Agreement. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2005.
	10.27	Form of Fisher Scientific International Inc. 2005 Equity and Incentive Plan Restricted Stock Unit Agreement. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2005.
	10.28	Form of Performance Based Restricted Stock Unit Agreement. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2005.
	10.29	Form of Performance Based Restricted Stock Unit Purchase Agreement. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2005.
	10.30	Fisher Scientific International Inc. Deferred Compensation Plan. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2005.
	10.31	Credit Agreement, dated as of August 2, 2004, among the Company, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse First Boston, acting through its Cayman Islands Branch or one of its affiliates, ABN Amro Bank, N.V. and Merrill Lynch Capital Corporation, as Co-Syndication and Co-Documentation Agents. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2004.
	10.32	First Amendment to Credit Agreement, dated as of December 29, 2004, among the Company, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse First Boston, acting through its Cayman Islands Branch or one of its affiliates, ABN Amro Bank, N.V. and Merrill Lynch Capital Corporation, as Co-Syndication and Co-Documentation Agents. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.

93

Exhibit
Number			Description
	10.33	*	Second Amendment to Credit Agreement and Limited Waiver, dated as of December 14, 2005, among the Company, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse First Boston, acting through its Cayman Islands Branch or one of its affiliates, ABN Amro Bank, N.V. and Merrill Lynch Capital Corporation, as Co-Syndication and Co-Documentation Agents.
	10.34		Receivables Transfer Agreement dated as of February 14, 2003 among FSI Receivables Company LLC, as Transferor, the Company, as Servicer, Blue Ridge Asset Funding Corporation, Wachovia Bank, National Association, Liberty Street Funding Corp., The Bank of Nova Scotia, and Wachovia Bank, National Association, as Administrative Agent. Incorporated by reference to the Company’s Registration Statement on Form S-4 (Registration no. 333-104361) filed on April 7, 2003.
	10.35		First Amendment to Receivables Transfer Agreement, dated as of February 12, 2004, among FSI Receivables Company LLC, as Transferor, the Company, as Servicer, Blue Ridge Asset Funding Corporation, Liberty Street Funding Corp., Wachovia Bank, National Association, The Bank of Nova Scotia, and Wachovia Bank, National Association, as Administrative Agent. Incorporated by reference to the Registration Statement on Form S-4 (Registration No. 333-113225) filed with the Securities and Exchange Commission on March 2, 2004.
	10.36		Amended and Restated Receivables Transfer Agreement, dated as of February 4, 2005 among FSI Receivables Company LLC, as Transferor, Fisher Scientific International Inc., as Servicer, Liberty Street Funding Corp., The Bank of Nova Scotia, Atlantic Asset Securitization Corp., Calyon New York Branch and The Bank of Nova Scotia, as Administrative Agent. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.37	*	First Amendment to Amended and Restated Receivables Transfer Agreement, dated as of October 1, 2005 among FSI Receivables Company LLC, as Transferor, Fisher Scientific International Inc., as Servicer, Liberty Street Funding Corp., The Bank of Nova Scotia, Atlantic Asset Securitization Corp., Calyon New York Branch and The Bank of Nova Scotia, as Administrative Agent.
	10.38		Amended and Restated Receivables Purchase Agreement dated as of February 14, 2003 among Cole-Parmer Instrument Company, Fisher Clinical Services Inc., Fisher Hamilton L.L.C, and Fisher Scientific Company L.L.C., as Originators, the Company, as Originator Agent and FSI Receivables Company LLC, as Buyer. Incorporated by reference to Exhibit 10.19 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-104361) filed on April 7, 2003.
	10.39		First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of February 4, 2005 among Cole-Palmer Instrument Company, Fisher Clinical Services Inc., Fisher Hamilton L.L.C. and Fisher Scientific Company L.L.C. as Originators, Fisher Scientific International Inc., as Originator Agent and FSI Receivables Company LLC, as Buyer. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.40	*	Waiver and Omnibus Second Amendment to the Receivables Purchase Agreement and Receivables Transfer Agreement, dated as of October 11, 2005 among Cole-Palmer Instrument Company, Fisher Clinical Services Inc., Fisher Hamilton L.L.C. and Fisher Scientific Company L.L.C. as Originators, Fisher Scientific International Inc., as Servicer and Originator Agent and FSI Receivables Company LLC, as Buyer, Liberty Street Funding Corp., The Bank of Nova Scotia, Atlantic Asset Securitization Corp., Calyon New York Branch and The Bank of Nova Scotia, as Administrative Agent.
	10.41		Sybron Acquisition Company 1990 Stock Option Plan. Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-118239).
	10.42		Sybron Corporation 1993 Long-Term Incentive Plan, as amended and restated through January 30, 1998. Incorporated by reference to Exhibit 99.2 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-118239).

94

Exhibit
Number		Description
	10.43	Sybron International Corporation Amended and Restated 1994 Outside Directors’ Stock Option Plan. Incorporated by reference to Exhibit 99.3 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-118239) and incorporated herein by reference.
	10.44	Sybron International Corporation 1999 Outside Directors’ Stock Option Plan. Incorporated by reference to Exhibit 99.4 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-118239).
	10.45	Apogent Technologies Inc. 2001 Equity Incentive Plan. Incorporated by reference to Exhibit 99.5 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-118239).
	10.46	Share Sale and Purchase Agreement Between Perbio Science International Netherlands B.V. and Cidron Group AB. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1.
	10.47	Amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.48	First amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.49	Second amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.50	Third amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.51	Fourth amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.52	Fifth amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.53	Sixth amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.54	Seventh amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.55	Eighth amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.56	Ninth amendment to the amended and restated Fisher Scientific International Inc. Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.57	Amended and Restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.58	First amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.

95

Exhibit
Number			Description
	10.59		Second amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.60		Third amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.61		Fourth amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.62		Fifth amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.63		Sixth amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.64		Seventh amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.65		Eighth amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.66		Ninth amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.67		Tenth amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.68		Eleventh amendment to the amended and restated Fisher Scientific International Inc. Savings and Profit Sharing Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.69		Fisher Scientific International Inc. Executive Retirement and Savings Program, originally effective August 1, 1992, as restated effective June 23, 1997. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.70		First amendment to the Fisher Scientific International Inc. Executive Retirement and Savings Program. Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
	10.71		Second Amendment to the Fisher Scientific International Inc. Executive Retirement and Savings Program. Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2005.
	12.01	*	Statement re computation of Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges.

96

Exhibit
Number			Description
	21.01	*	List of Subsidiaries of the registrant.
	23.01	*	Consent of Deloitte & Touche LLP.
	31.01	*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.02	*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.01	*	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.02	*	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*  Filed herewith

97

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/ Kevin P. Clark

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: February 17, 2006

      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 the date indicated.

Signature	Title
/s/ Paul M. Montrone Paul M. Montrone	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Paul M. Meister Paul M. Meister	Director
/s/ Kevin P. Clark Kevin P. Clark	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Michael D. Dingman Michael D. Dingman	Director
/s/ Simon B. Rich Simon B. Rich	Director
/s/ Charles A. Sanders Charles A. Sanders, M.D.	Director
/s/ Scott M. Sperling Scott M. Sperling	Director
/s/ W. Clayton Stephens W. Clayton Stephens	Director
/s/ Richard W. Vieser Richard W. Vieser	Director

98

Signature	Title
/s/ Rosanne F. Coppola Rosanne F. Coppola	Director
/s/ Bruce L. Koepfgen Bruce L. Koepfgen	Director

99

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

For the Three Years Ended December 31, 2005

(In millions):

	Balance at		Charged to		Charged to
	Beginning of		Costs and		Other			Deduction and			Balance at End
Allowance for Doubtful Accounts	Period		Expenses		Accounts			Write-offs			of Period
December 31, 2003	$	28.9	$	4.9	$	0.5		$	(4.5	)	$	29.8
December 31, 2004	$	29.8	$	2.6	$	(9.9	)	$	(3.0	)	$	19.5
December 31, 2005	$	19.5	$	4.6	$	2.8		$	(2.6	)	$	24.3

	Balance at		Charged to		Charged to
	Beginning of		Costs and		Other		Deduction and			Balance at End
Allowance for Sales Returns	Period		Expenses		Accounts		Write-offs			of Period
December 31, 2003	$	6.7	$	41.4	$	—	$	(41.3	)	$	6.8
December 31, 2004	$	6.8	$	46.5	$	0.2	$	(45.9	)	$	7.6
December 31, 2005	$	7.6	$	61.0	$	0.1	$	(57.7	)	$	11.0

	Balance at		Charged to		Charged to
	Beginning of		Costs and		Other			Deduction and			Balance at End
Inventory Reserves	Period		Expenses		Accounts			Write-offs			of Period
December 31, 2003	$	35.4	$	5.1	$	2.1		$	(8.2	)	$	34.4
December 31, 2004	$	34.4	$	14.6	$	0.5		$	(8.7	)	$	40.8
December 31, 2005	$	40.8	$	16.9	$	(1.3	)	$	(11.3	)	$	45.1

100 EX-10.33 2 b58484fkexv10w33.txt EX-10.33 - SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.33 EXECUTION VERSION FISHER SCIENTIFIC INTERNATIONAL INC. SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this "Amendment") is dated as of December 14, 2005 and entered into by and among Fisher Scientific International Inc., a Delaware corporation (the "Borrower"), the financial institutions listed herein (the "Lenders"), and Bank of America, N.A., as the Administrative Agent (in such capacity, the "Administrative Agent"), Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, and, for purposes of Section 5 hereof, Fisher Scientific Company L.L.C., Fisher Clinical Services Inc., Fisher Scientific Worldwide Inc. and Apogent Technologies Inc. (collectively, the "Guarantors"), and is made with reference to that certain Credit Agreement, dated as of August 2, 2004, by and among the Borrower, the lenders from time to time party thereto, Bank of America, N.A., as the Administrative Agent and Swing Line Lender, and certain other financial institutions party thereto, as amended by that certain First Amendment to Credit Agreement dated as of December 29, 2004 (as so amended, the "Credit Agreement"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, the Borrower and the Lenders desire to amend the Credit Agreement to (i) change the definition of "Applicable Rate" as set forth herein; (ii) increase the aggregate principal amount of Tranche A-1 Term Loan Commitments by $148,125,000; (iii) terminate the Tranche A-2 Term Loan Commitments; (iv) increase the Revolving Loan Commitments by $300,000,000; and (v) make certain other amendments as set forth below; NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS. (a) Section 1.01 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order: "Fitch" means Fitch Ratings and any successor thereto. "Second Amendment Effective Date" means the date of effectiveness of that certain Second Amendment to Credit Agreement and Limited Waiver dated as of December 14, 2005 by and among the Borrower, the Lenders, the Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, and, for purposes of Section 5 thereof, the Guarantors (as defined therein)." 1 (b) Section 1.01 of the Credit Agreement is hereby further amended by deleting the definition of "Applicable Debt Rating" therefrom in its entirety and substituting the following therefor: "Applicable Debt Rating" means, as of any date of determination, the most recent long-term senior secured debt ratings of the Borrower publicly announced by two of the following three rating agencies: S&P, Moody's and Fitch (collectively, the "Debt Ratings"); provided that (a) until such time as the Borrower has received a Debt Rating from Fitch, if there is a split between the two highest Debt Ratings, the higher of such two Debt Ratings shall apply, (b) at any time after the Borrower has received a Debt Rating from Fitch, if there is a split between the two highest Debt Ratings, the lower of such two Debt Ratings shall apply and (c) in any case, if such split between the two highest Debt Ratings is greater than one level, then the Debt Rating one level below the highest Debt Rating shall apply. (c) Section 1.01 of the Credit Agreement is hereby further amended by deleting the definition of "Applicable Rate" therefrom in its entirety and substituting the following therefor: "`Applicable Rate' means, from time to time, the following percentages per annum, based upon the Applicable Debt Rating as set forth below:

- -------------------------------------------------------------------------------------- APPLICABLE RATE - -------------------------------------------------------------------------------------- APPLICABLE DEBT BASE RATE EURODOLLAR LETTER OF COMMITMENT LEVEL RATING LOANS RATE LOANS CREDIT FEE FEE - -------------------------------------------------------------------------------------- I Higher than BBB, 0.00% 0.500% 0.500% 0.100% Baa2 or BBB - -------------------------------------------------------------------------------------- II BBB, Baa2 or BBB 0.00% 0.625% 0.625% 0.125% - -------------------------------------------------------------------------------------- III BBB-, Baa3 or BBB- 0.00% 0.750% 0.750% 0.150% - -------------------------------------------------------------------------------------- IV BB+, Ba1 or BB+ 0.25% 1.125% 1.125% 0.200% - -------------------------------------------------------------------------------------- V Lower than BB+, 0.50% 1.375% 1.375% 0.250% Ba1 or BB+, or unrated - --------------------------------------------------------------------------------------

Each change in the Applicable Rate resulting from a change in the Applicable Debt Rating shall become effective on the date of the public announcement thereof. Any adjustment in the Applicable Rate shall apply to existing Eurodollar Rate Loans as well as any new Eurodollar Rate Loans." 2 1.2 AMENDMENTS TO ARTICLE II: THE COMMITMENTS AND CREDIT EXTENSIONS. A. Section 2.01(a) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "Immediately prior to the Second Amendment Effective Date, Tranche A-1 Term Loans in an aggregate principal amount of $233,125,000 were outstanding. Each Lender that has a Tranche A-1 Term Loan Commitment severally agrees to lend to the Borrower on the Second Amendment Effective Date Tranche A-1 Term Loans in an aggregate principal amount such that the sum of its Tranche A-1 Term Loans outstanding immediately prior to the Second Amendment Effective Date, if any, plus its Tranche A-1 Term Loans made (or purchased and assumed) on the Second Amendment Effective Date shall not exceed the amount of its Tranche A-1 Term Loan Commitment as set forth on Schedule 2.01 annexed hereto. In addition to the borrowing made on the Closing Date, the Borrower may make only one additional borrowing under the Tranche A-1 Term Loan Commitments on the Second Amendment Effective Date. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Tranche A-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein." B. Section 2.01(b) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "Each Lender that has a Tranche A-2 Term Loan Commitment severally agrees to lend to the Borrower, on any Business Day after the conditions set forth in Section 4.03 have been satisfied through and including the day immediately prior to the Second Amendment Effective Date, an amount not exceeding its Tranche A-2 Term Loan Commitment. The aggregate amount of the Tranche A-2 Term Loan Commitments is $300,000,000. Each Lender's Tranche A-2 Term Loan Commitment shall expire immediately and without further action on the day immediately prior to the Second Amendment Effective Date if the Tranche A-2 Term Loans are not made on or before that date. The Borrower may make only one borrowing under the Tranche A-2 Term Loan Commitments. Amounts borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed. Tranche A-2 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein." C. Section 2.01(d) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "Each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender's Revolving Loan Commitment; provided, however, that after giving effect to any Revolving Loan, (i) the Total Utilization of Revolving Loan Commitments shall not exceed the Revolving Loan Commitments, and (ii) the sum of (A) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus (B) such Revolving Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, 3 plus (C) such Revolving Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender's Revolving Loan Commitment. The aggregate amount of the Revolving Loan Commitments as of the Second Amendment Effective Date is $800,000,000. Within the limits of this Section 2.01(d), and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans under this Section 2.01(d), prepay Revolving Loans under Section 2.08, and reborrow Revolving Loans under this Section 2.01(d). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein." D. Section 2.10(a) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "Scheduled Payments of Tranche A-1 Term Loans. The Borrower shall make principal payments on the Tranche A-1 Term Loans in installments on the dates and in the amounts set forth below:

------------------------------------------------------------------------- Date Scheduled Repayment ------------------------------------------------------------------------- December 31, 2005 $ 0.00 ------------------------------------------------------------------------- March 31, 2006 $ 7,148,437.50 ------------------------------------------------------------------------- June 30, 2006 $ 7,148,437.50 ------------------------------------------------------------------------- September 30, 2006 $ 7,148,437.50 ------------------------------------------------------------------------- December 31, 2006 $ 7,148,437.50 ------------------------------------------------------------------------- March 31, 2007 $ 7,148,437.50 ------------------------------------------------------------------------- June 30, 2007 $ 7,148,437.50 ------------------------------------------------------------------------- September 30, 2007 $ 7,148,437.50 ------------------------------------------------------------------------- December 31, 2007 $ 7,148,437.50 ------------------------------------------------------------------------- March 31, 2008 $ 9,531,250.00 ------------------------------------------------------------------------- June 30, 2008 $ 9,531,250.00 ------------------------------------------------------------------------- September 30, 2008 $ 9,531,250.00 ------------------------------------------------------------------------- December 31, 2008 $ 9,531,250.00 ------------------------------------------------------------------------- March 31, 2009 $95,312,500.00 ------------------------------------------------------------------------- June 30, 2009 $95,312,500.00 -------------------------------------------------------------------------

4

------------------------------------------------------------------------- Tranche A-1 Term Loan Maturity Date $95,312,500.00 -------------------------------------------------------------------------

; provided that the scheduled installments of principal of the Tranche A-1 Term Loans set forth above shall be reduced in connection with any voluntary prepayments of the Tranche A-1 Term Loans in accordance with Section 2.08; and provided further, that the Tranche A-1 Term Loans and all other amounts owed hereunder with respect to the Tranche A-1 Term Loans shall be paid in full no later than the Tranche A-1 Term Loan Maturity Date, and the final installment payable by the Borrower in respect of the Tranche A-1 Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Tranche A-1 Term Loans." E. Section 2.12(b) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Tranche A-2 Term Loan Lender in accordance with its Pro Rata Share, a ticking fee in Dollars equal to 0.25% per annum times the Tranche A-2 Term Loan Commitments. The ticking fee shall accrue at all times from and including the Closing Date until the earlier of (i) the Funding Date of the Tranche A-2 Term Loans or (ii) the day immediately prior to the Second Amendment Effective Date, including at any time during which one or more of the conditions in Article IV is not met. The ticking fee shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the earlier of (A) the Funding Date of the Tranche A-2 Term Loans or (B) the Second Amendment Effective Date. The ticking fee shall be calculated quarterly in arrears." 1.3 AMENDMENTS TO ARTICLE VI: AFFIRMATIVE COVENANTS. A. Section 6.03(e) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "of any announcement by Moody's, S&P or Fitch of any initial rating or change in a rating assigned to these credit facilities; and" B. Section 6.11 of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "USE OF PROCEEDS. Use the proceeds of the Credit Extensions to repay the Existing Indebtedness, and to provide financing for working capital, capital expenditures and for general corporate purposes; provided that the proceeds of the additional Tranche A-1 Term Loans made on the Second Amendment Effective Date shall be applied to prepay the Tranche B Term Loans." 5 1.4 AMENDMENTS TO ARTICLE VII: NEGATIVE COVENANTS. A. Section 7.05(m) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "Dispositions by the Borrower and its Subsidiaries of property in an amount not to exceed an amount equal to 10% of Consolidated Total Assets; provided that at the time of such Disposition, no Default shall exist or would result from such Disposition;" 1.5 SUBSTITUTION OF SCHEDULE. A. Schedule 2.01 to the Credit Agreement is hereby amended by deleting said Schedule 2.01 in its entirety and substituting in place thereof a new Schedule 2.01 in the form of Schedule 2.01 to this Amendment. SECTION 2. LIMITED WAIVER At the request of the Borrower, the undersigned Lenders with Tranche A-1 Term Loan Exposure, constituting Required Class Lenders for the Class of Lenders having Tranche A-1 Term Loan Exposure under the Credit Agreement, hereby waive compliance with the provisions of Section 2.08(a) of the Credit Agreement to the extent, and only to the extent, necessary to permit the voluntary prepayment of the Tranche B Term Loans in whole on the Second Amendment Effective date without any amount of the proceeds of such prepayment being applied to the prepayment of the Tranche A-1 Term Loans. Without limiting the generality of the provisions of Section 10.01 of the Credit Agreement, the waiver set forth above shall be limited precisely as written and relates solely to the noncompliance by the Borrower with the provisions of Section 2.08(a) of the Credit Agreement in the manner and to the extent described above, and nothing in this Amendment shall be deemed to (a) constitute a waiver of compliance by the Borrower with respect to (1) Section 2.08(a) of the Credit Agreement in any other instance or (2) any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein; or (b) prejudice any right or remedy that the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein. SECTION 3. CONDITIONS TO EFFECTIVENESS Sections 1 and 2 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Second Amendment Effective Date"): A. LOAN PARTY DOCUMENTS. The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated the Second Amendment Effective Date (unless otherwise specified below) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 6 (i) A certificate, dated as of the Second Amendment Effective Date, of each Loan Party's corporate secretary or an assistant secretary, certifying that there have been no changes in such Loan Party's Organization Documents from the form of Organization Documents previously delivered to the Lenders; (ii) Such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (iii) Resolutions of the Borrower's Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment, certified as of the Second Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of each Loan Party executing this Amendment; and (v) Copies of this Amendment executed by each Loan Party. B. OPINIONS. The Lenders shall have received copies of one or more favorable written opinions of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties and of Sarah Hlavinka McConnell, secretary of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, dated as of the Second Amendment Effective Date. C. CERTIFICATE. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied. D. LENDERS. The Administrative Agent shall have received copies of this Amendment executed by Required Lenders, each Lender with Tranche A-1 Term Loan Exposure and each Lender with Revolving Loan Exposure. E. FEES. The Borrower shall have paid (i) to the Administrative Agent, for ratable distribution to each Lender increasing its Revolving Loan Commitment pursuant to this Amendment, an upfront fee equal to 0.15% of the aggregate principal amount of such increase in such Lender's Revolving Loan Commitment, and (ii) to the Administrative Agent for its own account such fees in such amounts as have been separately agreed upon between the Borrower and the Administrative Agent. F. COMPLETION OF PROCEEDINGS. On or before the Second Amendment Effective Date, the Administrative Agent and its counsel shall have received all counterpart originals or certified copies of such documents as the Administrative Agent may reasonably request. G. PREPAYMENT. The Borrower shall have irrevocably committed the proceeds of the additional Tranche A-1 Term Loans to be made on the Second Amendment Effective Date to the prepayment of the Tranche B Term Loans. 7 H. REPAYMENT. The Borrower shall have paid to the Administrative Agent, for ratable distribution to the Lenders, all interest and fees accrued under the Credit Agreement through the Second Amendment Effective Date. I. OTHER CERTIFICATES. Such other certificates or documents as the Administrative Agent or Required Lenders reasonably may require. SECTION 4. REPRESENTATIONS AND WARRANTIES In order to induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, the Borrower represents and warrants to each Lender that the following statements are true, correct and complete: A. CORPORATE POWER AND AUTHORITY. The Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Amendment. B. AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Organization Documents of the Borrower or any Guarantor; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than the creation of Liens under any of the Loan Documents in favor of the Administrative Agent on behalf of the Lenders) under, (a) any Contractual Obligation to which the Borrower or any Guarantor is a party or (b) any material order, injunction, writ or decree of any Governmental Authority to which the Borrower, any Guarantor or the property of the Borrower or any Guarantor is subject; or (iii) violate any Law in any material respect. C. GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No material approval, consent, exemption, authorization, or other material action by, or material notice to, or material filing with, any Governmental Authority or any other Person that has not been obtained or made is necessary or required in connection with the execution, delivery or performance by, or enforceability against, the Borrower or any Guarantor of this Amendment. D. BINDING EFFECT. This Amendment has been duly executed and delivered by the Borrower and each Guarantor. This Amendment constitutes a legal, valid and binding obligation of the Borrower and each Guarantor, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. E. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Article V of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Second Amendment Effective Date (after giving effect to the Second Amendment) to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be 8 deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. F. ABSENCE OF DEFAULT. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment. SECTION 5. ACKNOWLEDGEMENT AND CONSENT Each Guarantor hereby acknowledges and agrees that any of the Guaranty and the Collateral Documents (each, a "Credit Support Document") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment (the "Amended Agreement") and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement. SECTION 6. MISCELLANEOUS A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (i) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. 9 B. FEES AND EXPENSES. The Borrower acknowledges that all costs, fees and expenses as described in Section 10.04 of the Credit Agreement incurred by the Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of the Borrower. C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Kevin P. Clark ---------------------------------- Name:Kevin P. Clark Title: Vice President and Chief Financial Officer FISHER SCIENTIFIC COMPANY L.L.C. By: /s/ Kevin P. Clark ---------------------------------- Name: Kevin P. Clark Title: Vice President and Treasurer FISHER CLINICAL SERVICES INC. By: /s/ Kevin P. Clark ---------------------------------- Name: Kevin P. Clark Title: Vice President and Treasurer FISHER SCIENTIFIC WORLDWIDE INC. By: /s/ Kevin P. Clark ---------------------------------- Name: Kevin P. Clark Title: Treasurer APOGENT TECHNOLOGIES INC. By: /s/ Kevin P. Clark ---------------------------------- Name: Kevin P. Clark Title: Vice President BANK OF AMERICA, N.A., as the Administrative Agent and as a Lender By: /s/ Authorized Officer ---------------------------------- Name: _______________________________ Title: ______________________________ BANC OF AMERICA SECURITIES, as Sole Lead Arranger and Sole Book Manager By: /s/ Authorized Officer ---------------------------------- Name: _______________________________ Title: ______________________________ ____________________________________, as a Lender By: /s/ Authorized Officer ---------------------------------- Name: _______________________________ Title: ______________________________ SCHEDULE 2.01

- ---------------------------------------------------------------------------------------------------------------------------------- TRANCHE REVOLVING LOAN PRO RATA A-1 TERM LOAN PRO RATA LENDER COMMITMENT SHARE COMMITMENT SHARE - ---------------------------------------------------------------------------------------------------------------------------------- Bank of America, N.A. $ 78,120,552.32 9.765069040% $ 21,626,105.67 5.672421159% - --------------------------------------------------------------------------------------------------------------------------------- Mizuho Corporate Bank Ltd. 46,690,476.19 5.836309524% 16,214,880.96 4.253083530% - ---------------------------------------------------------------------------------------------------------------------------------- Bank of Tokyo - Mitsubishi Trust 45,000,000.00 5.625000000% 20,000,000.00 5.245901639% Company - ---------------------------------------------------------------------------------------------------------------------------------- The Bank of Nova Scotia 40,000,000.00 5.000000000% 0.00 - ---------------------------------------------------------------------------------------------------------------------------------- Scotiabanc Inc. 0.00 0.000000000% 19,062,500.00 5.000000000% - ---------------------------------------------------------------------------------------------------------------------------------- HSBC Bank USA, N.A. 37,300,000.00 4.662500000% 8,700,000.00 2.281967213% - ---------------------------------------------------------------------------------------------------------------------------------- Deutsche Bank Trust Company Americas 36,904,761.90 4.613095238% 7,770,238.07 2.038095231% - ---------------------------------------------------------------------------------------------------------------------------------- ABN Amro Bank N.V. 33,523,809.50 4.190476188% 14,706,547.63 3.857455116% - ---------------------------------------------------------------------------------------------------------------------------------- Credit Suisse, Cayman Islands Branch 31,857,142.85 3.982142856% 10,762,515.28 2.822954828% - ---------------------------------------------------------------------------------------------------------------------------------- Bank of China, New York Branch 30,714,285.72 3.839285715% 9,285,714.28 2.435597188% - ---------------------------------------------------------------------------------------------------------------------------------- Sumitomo Mitsui Banking Corporation 30,476,190.48 3.809523810% 38,880,952.37 10.198282589% - ---------------------------------------------------------------------------------------------------------------------------------- Suntrust Bank 30,298,493.81 3.787311726% 15,243,196.19 3.998215394% - ---------------------------------------------------------------------------------------------------------------------------------- Calyon New York Branch 29,200,000.00 3.650000000% 15,800,000.00 4.144262295% - ---------------------------------------------------------------------------------------------------------------------------------- JPMorgan Chase Bank, N.A. 28,190,476.20 3.523809525% 8,214,880.90 2.154722859% - ---------------------------------------------------------------------------------------------------------------------------------- KeyBank National Association 28,190,476.00 3.523809500% 10,223,321.00 2.681526820% - ---------------------------------------------------------------------------------------------------------------------------------- Goldman Sachs Credit Partners LP 25,891,774.89 3.236471861% 2,346,138.55 0.615380603% - ---------------------------------------------------------------------------------------------------------------------------------- National City Bank 24,000,000.00 3.000000000% 16,000,000.00 4.196721311% - ---------------------------------------------------------------------------------------------------------------------------------- Barclays Bank PLC 23,619,048.00 2.952381000% 7,104,167.00 1.863388066% - ---------------------------------------------------------------------------------------------------------------------------------- ING Capital LLC 23,619,048.00 2.952381000% 10,520,000.00 2.759344262% - ---------------------------------------------------------------------------------------------------------------------------------- Sovereign Bank 23,619,047.62 2.952380953% 1,287,738.11 0.337767373% - ---------------------------------------------------------------------------------------------------------------------------------- Credit Industriel et Commercial 21,774,891.77 2.721861471% 7,669,913.43 2.011780572% - ----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------- The Norinchukin Bank, New York Branch 20,000,000.00 2.500000000% 10,000,000.00 2.622950820% - ---------------------------------------------------------------------------------------------------------------------------------- The Bank of New York 19,047,620.00 2.380952500% 9,077,381.00 2.380952393% - ---------------------------------------------------------------------------------------------------------------------------------- Governor & Company of the Bank of 19,047,619.05 2.380952381% 5,550,595.24 1.455893833% Ireland - ---------------------------------------------------------------------------------------------------------------------------------- United Overseas Bank Limited, New York 18,761,904.76 2.345238095% 16,882,738.11 4.428259176% Agency - ---------------------------------------------------------------------------------------------------------------------------------- Merrill Lynch Capital Corporation 15,023,809.52 1.877976190% 14,769,047.63 3.873848559% - ---------------------------------------------------------------------------------------------------------------------------------- Allied Irish Banks PLC 15,000,000.00 1.875000000% 15,000,000.00 3.934426230% - ---------------------------------------------------------------------------------------------------------------------------------- Peoples Bank 11,428,571.42 1.428571428% 8,571,428.58 2.248243562% - ---------------------------------------------------------------------------------------------------------------------------------- Erste Bank 7,700,000.00 0.962500000% 12,300,000.00 3.226229508% - ---------------------------------------------------------------------------------------------------------------------------------- General Electric Capital Corporation 5,000,000.00 0.625000000% 20,000,000.00 5.245901639% - ---------------------------------------------------------------------------------------------------------------------------------- Sumitomo Trust and Banking Co., Ltd., 0.00 0.000000000% 3,950,000.00 1.036065574% New York Branch - ---------------------------------------------------------------------------------------------------------------------------------- PB Capital Corporation 0.00 0.000000000% 3,730,000.00 0.978360656% - ---------------------------------------------------------------------------------------------------------------------------------- Total $800,000,000.00 100.000000000% $381,250,000.00 100.000000000% - ----------------------------------------------------------------------------------------------------------------------------------

EX-10.37 3 b58484fkexv10w37.txt EX-10.37 - FIRST AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT EXHIBIT 10.37 FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (this "AMENDMENT"), is entered into as of October 1, 2005 by and among (a) FSI Receivables Company LLC, a Delaware limited liability company ("TRANSFEROR"), (b) Fisher Scientific International Inc., a Delaware corporation ("PARENT"), as initial Servicer, (c) Atlantic Asset Securitization Corp., a Delaware corporation ("ATLANTIC" or a "CONDUIT"), and Liberty Street Funding Corp., a Delaware corporation ("LIBERTY STREET" or a "CONDUIT"), (d) Calyon New York Branch, a French chartered bank acting through its New York branch ("CALYON" and, together with Atlantic, the "ATLANTIC GROUP"), The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency ("SCOTIABANK" and, together with Liberty Street, the "LIBERTY STREET GROUP"), (e) Calyon, in its capacity as agent for the Atlantic Group (a "CO-AGENT"), Scotiabank, in its capacity as agent for the Liberty Street Group (a "CO-AGENT"), and (f) Scotiabank, in its capacity as administrative agent for the Atlantic Group, the Liberty Street Group and the Co-Agents (in such capacity, together with its successors and assigns, the "ADMINISTRATIVE AGENT" and, together with each of the Co-Agents, the "AGENTS"). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings attributed to such terms in Exhibit I to the Receivables Transfer Agreement (as defined below) or, if not defined in the Receivables Transfer Agreement, the meanings attributed to such term in the Receivables Purchase Agreement referenced therein. RECITALS WHEREAS, Transferor, Parent, the Atlantic Group, the Liberty Street Group and the Agents are parties to that certain Amended and Restated Receivables Transfer Agreement dated as of February 4, 2005 (the "RECEIVABLES TRANSFER AGREEMENT" ); and WHEREAS, Transferor, Parent, the Atlantic Group, the Liberty Street Group and the Agents desire to amend certain provisions of the Receivables Transfer Agreement as herein set forth. NOW, THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Transferor, Parent, the Atlantic Group, the Liberty Street Group and the Agents hereby agree as follows: SECTION 1. AMENDMENTS. 1.1. The following new definitions are hereby inserted in their appropriate alphabetical order in Exhibit I to the Receivables Transfer Agreement: "DEMAND ADVANCE" means an advance of Excess Cash made by Transferor to Parent prior to the Amortization Date which (i) is payable on demand, (ii) bears interest at a market rate in excess of Transferor's cost of funds, and (ii) is evidenced by the Demand Note. "DEMAND NOTE" means that certain demand note dated October 1, 2005 made by Transferor in favor of Parent in the form of Exhibit XI hereto. "EXCESS CASH" means, on any date of determination, cash of Transferor which is not (a) needed to pay for Receivables under the Receivables Purchase Agreement, (b) needed to pay Transferor's operating expenses for a period of at least the next 30 days, or (c) known by the Transferor to be required to be paid to any of the Agents or the Purchasers pursuant to the Transaction Documents on the next Settlement Date. 1.2. The definition of "Related Security" in Exhibit I to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows: "RELATED SECURITY" means, with respect to any Receivable: (i) all "Related Security" under and as defined in the Receivables Purchase Agreement in which Transferor now has or hereafter acquires any right, title or interest, (ii) all of Transferor's right, title and interest in, to and under the Receivables Purchase Agreement in respect of such Receivable and all of Transferor's right, title and interest in, to and under the Performance Undertaking, (iii) all of Transferor's right, title and interest in, to and under the Demand Note and all Demand Advances evidenced thereby; and (iv) all proceeds of any of the foregoing. Transferor hereby confirms that pursuant to the Receivables Transfer Agreement as amended hereby, the Administrative Agent has been granted a security interest in all of Transferor's right, title and interest in, to and under the Demand Note and the Demand Advances. 1.3. The definition of "Transaction Documents" in Exhibit I to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows: "TRANSACTION DOCUMENTS" means, collectively, this Agreement, each Transfer Notice, the Receivables Purchase Agreement, each Collection Account Agreement, each Joinder Agreement, the Performance Undertaking, the Fee Letters, the Liquidity Agreements, the Demand Note, and all other instruments, documents and agreements executed and delivered in connection herewith. 1.4. A new Exhibit XI is hereby added to the Receivables Transfer Agreement which reads as set forth in Annex A hereto. 1.5. The following new sentence is hereby added to the end of Section 2.1 of the Receivables Transfer Agreement: 2 If, on any Settlement Date, the Collections are insufficient to pay any Obligations that are then due, Transferor will make demand upon the Parent for payment of the Demand Advances in an amount at least equal to the lesser of (x) the amount of such insufficiency, or (y) the aggregate outstanding principal balance of the Demand Advances, together with all accrued and unpaid interest thereon at the rate specified in the Demand Note, and any payments received from the Parent shall be distributed in accordance with Section 2.2 or 2.3, as applicable, as though they were Collections. 1.6. The following new Section 2.3(c) is hereby added to the Receivables Transfer Agreement: (c) On the Amortization Date, Transferor shall make demand upon the Parent for payment in full of the Demand Advances, together with all accrued and unpaid interest thereon, and any payments received from the Parent shall be distributed in accordance with this Section 2.3 as though they were Collections. 1.7. Section 7.1(i)(L) of the Receivables Transfer Agreement is hereby amended to delete "this Agreement and the Receivables Purchase Agreement" where it appears in the fourth line thereof and to substitute in lieu thereof "the Transaction Documents". 1.8. Section 9.2 of the Receivables Transfer Agreement is hereby amended to insert the following language before the comma at the end of clause (iii) thereof: and make demand for payment of the Demand Advances and all interest accrued and unpaid interest thereon. SECTION 2. CONDITIONS TO EFFECTIVENESS; EFFECTIVE DATE. This Amendment will be effective as of the date hereof upon the satisfaction of the following conditions precedent: (a) Execution and delivery of this Amendment by the Transferor, Parent, the Atlantic Group, the Liberty Street Group and the Agents, and (b) Execution of the Demand Note by Parent and endorsement and delivery thereof by the Transferor to the Administrative Agent to be held as collateral under the Receivables Transfer Agreement. SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Atlantic Group and the Liberty Street Group to enter into this Amendment, each Transferor Party hereby represents and warrants to the Agents and the Transferees, as to itself, as of the date hereof and as of the date of each Incremental Transfer and the date of each Reinvestment, that: (a) Each representation and warranty contained in the Receivables Transfer Agreement and in each Transaction Document, after giving effect to this Amendment, is true and 3 correct in all material respects as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date, in which case, such representation and warranty is true and correct in all material respects as of such earlier date. (b) The execution, delivery and performance by it of this Amendment has been duly authorized by all necessary corporate action required on its part and this Amendment is its legal, valid and binding obligation enforceable against it in accordance with its terms, except as its enforceability may be affected by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally. (c) Neither its execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of its organizational documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party or by which it or any of its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document, a copy of which has been delivered to Agents on or before the date hereof. (d) After giving effect to this Amendment, no Amortization Event or Potential Amortization Event has occurred and is continuing. SECTION 4. REFERENCE TO AND EFFECT UPON THE RECEIVABLES TRANSFER AGREEMENT. (a) Except as specifically set forth above, the Receivables Transfer Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed. (b) The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Receivables Transfer Agreement or any other Transaction Document, (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Agents may now have or may have in the future under or in connection with the Receivables Transfer Agreement or any other Transaction Document or (iii) constitute a waiver of any provision of the Receivables Transfer Agreement or any Transaction Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Receivables Transfer Agreement to "this Agreement", "herein", "hereof" and words of like import and each reference in the Receivables Transfer Agreement and the Transaction Documents to the Receivables Transfer Agreement shall mean the Receivables Transfer Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Receivables Transfer Agreement. 4 SECTION 5. COSTS AND EXPENSES. As provided in Section 10.2 of the Receivables Transfer Agreement, Transferor agrees to reimburse Agents for all fees, costs and expenses, including the reasonable fees, costs, and expenses of counsel in connection with this Amendment. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 ET SEQ. OF THE GENERAL OBLIGATIONS LAW. SECTION 7. COUNTERPARTS; SEVERABILITY; SECTION REFERENCES. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. SECTION 8. CONFIDENTIALITY. The matters set forth herein are subject to Section 13.5 of the Receivables Transfer Agreement, which is incorporated herein by reference. [signature pages follow] 5 IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above. FSI RECEIVABLES COMPANY LLC, AS TRANSFEROR By: /s/ Kevin P. Clark --------------------------------- Name: Kevin P. Clark Title: Vice President and Chief Financial Officer FISHER SCIENTIFIC INTERNATIONAL INC., AS SERVICER By: /s/ Kevin P. Clark --------------------------------- Name: Kevin P. Clark Title: Vice President and Chief Financial Officer 6 THE BANK OF NOVA SCOTIA, INDIVIDUALLY, AS LIBERTY STREET AGENT AND AS ADMINISTRATIVE AGENT By: /s/ Authorized Officer --------------------------------- Name: Title: LIBERTY STREET FUNDING CORP. By: /s/ Authorized Officer --------------------------------- Name: Title: 7 CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC AGENT By: /s/ Authorized Officer --------------------------------- Name: Title: By: /s/ Authorized Officer --------------------------------- Name: Title: ATLANTIC ASSET SECURITIZATION CORP. BY: CALYON NEW YORK BRANCH, AS ATTORNEY-IN-FACT By: /s/ Authorized Officer --------------------------------- Name: Title: By: /s/ Authorized Officer --------------------------------- Name: Title: 8 ANNEX A EXHIBIT XI [FORM OF] DEMAND NOTE October 1, 2005 FOR VALUE RECEIVED, on the earlier of (i) demand and (ii) October 1, 2020, Fisher Scientific International Inc., a Delaware corporation (together with its successors, the "MAKER"), promises to pay to FSI Receivables Company LLC, a Delaware limited liability company (together with its successors and assigns, the "PAYEE"), the aggregate principal amount advanced by the Payee to the Maker from time to time on or after the date hereof, together with interest thereon from the date advanced to but excluding the date when paid as hereinafter provided. The Maker promises to pay interest in arrears quarterly on the fifth Business Day (as defined below) of the month immediately following each accrual period. As used herein, the term "BUSINESS DAY" shall mean each banking day in New York, New York. The accrual periods will run from the first day in October, January, April and July through the last day in December, March, June and September, respectively. The first interest payment will be made on January 6, 2006, and thereafter on the fifth Business Day of each of April, July, October and January on the unpaid principal balance of each advance made hereunder (each, a "LOAN") at a rate per annum (computed for actual days elapsed on the basis of a year consisting of 360 days) equal to the sum of 3-month LIBOR plus 100 basis points prior to maturity, As used herein, "LIBOR" shall mean, for any 3-month period, the rate per annum which appears on a Bloomberg L.P. terminal, displayed under the address "US0003M Q " effective as of 11:00 a.m. (London time), two Business Days prior to the beginning of the accrual period. The Payee is hereby authorized and directed to record the date and amount of each Loan made hereunder, together with interest accrued thereon, in its financial records in accordance with generally accepted accounting practices. All payments of principal and interest hereunder shall be made in immediately available funds, without deduction for setoff, counterclaim or taxes of any kind, to the bank account from time to time specified in writing by the Payee. If (i) the Maker or any of its subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any proceeding shall be instituted by the Maker or any of its subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, (iii) any proceeding of the type described in the preceding clause (ii) shall be instituted against the Maker or any of its 9 subsidiaries and shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or (iv) an order for relief in respect of the Maker or any of its subsidiaries shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect, or (v) the Maker or any of its subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this paragraph, the Loans shall immediately become due and payable without any election, action or notice on the part of the Payee, and the Maker hereby waives presentment, demand, protest or notice of any kind to the maximum extent permitted by applicable law. The Maker promises to pay all reasonable expenses of the Payee incurred in connection with the collection and enforcement hereof, including, without limitation, the reasonable fees and disbursements of counsel to the Payee. THIS DEMAND NOTE AND THE LOANS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). THE MAKER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS DEMAND NOTE OR THE LOANS AND THE MAKER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE PAYEE TO BRING PROCEEDINGS AGAINST THE MAKER IN THE COURTS OF ANY OTHER JURISDICTION WHEREIN ANY ASSETS OF THE MAKER MAY BE LOCATED. THE MAKER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS DEMAND NOTE OR THE LOANS. 10 The Maker hereby acknowledges that the Payee has pledged all of its existing and hereafter arising right, title and interest in, to and under this Demand Note and the Loans to The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency, in its capacity as administrative agent for various transferees of interests in the Payee's receivables (including itself, Atlantic Asset Securitization Corp., Liberty Street Funding Corp., Calyon New York Branch, and their respective successors assigns). FISHER SCIENTIFIC INTERNATIONAL INC. By: --------------------------------- Name: Title: 11 EX-10.40 4 b58484fkexv10w40.txt EX-10.40 - WAIVER AND OMNIBUS EXHIBIT 10.40 WAIVER AND OMNIBUS SECOND AMENDMENT This WAIVER AND OMNIBUS SECOND AMENDMENT (this "AMENDMENT"), is entered into as of October 11, 2005 by and among (a) FSI Receivables Company LLC, a Delaware limited liability company ("FSIRC"), (b) Fisher Scientific International Inc., a Delaware corporation, as Servicer and as Originator Agent (in either capacity, "PARENT"), (c) Cole-Parmer Instrument Company, an Illinois corporation, Fisher Clinical Services Inc., a Pennsylvania corporation, Fisher Hamilton L.L.C., a Delaware limited liability company, and Fisher Scientific Company L.L.C., a Delaware limited liability company (each of the foregoing, an "ORIGINATOR" and collectively, the "ORIGINATORS"), (d) Atlantic Asset Securitization Corp., a Delaware corporation ("ATLANTIC" or a "CONDUIT"), and Liberty Street Funding Corp., a Delaware corporation ("LIBERTY STREET" or a "CONDUIT"), (e) Calyon New York Branch, a French chartered bank acting through its New York branch ("CALYON" and, together with Atlantic, the "ATLANTIC GROUP"), The Bank of Nova Scotia, a Canadian chartered bank acting through its New York Agency ("SCOTIABANK" and, together with Liberty Street, the "LIBERTY STREET GROUP"), (f) Calyon, in its capacity as agent for the Atlantic Group (a "CO-AGENT"), Scotiabank, in its capacity as agent for the Liberty Street Group (a "CO-AGENT"), and (g) Scotiabank, in its capacity as administrative agent for the Atlantic Group, the Liberty Street Group and the Co-Agents (in such capacity, together with its successors and assigns, the "ADMINISTRATIVE AGENT" and, together with each of the Co-Agents, the "AGENTS"). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings attributed to such terms in Exhibit I to the Receivables Transfer Agreement (as defined below) or, if not defined in the Receivables Transfer Agreement, the meanings attributed to such term in the Receivables Purchase Agreement (as defined below). RECITALS WHEREAS, FSIRC, Parent and the Originators are parties to that certain Amended and Restated Receivables Purchase Agreement dated as of February 14, 2003, as amended by that certain First Amendment to Amended and Restated Receivables Purchase Agreement dated as of February 4, 2005 (as so amended, the "RECEIVABLES PURCHASE AGREEMENT"); WHEREAS, FSIRC, Parent, the Atlantic Group, the Liberty Street Group and the Agents are parties to that certain Amended and Restated Receivables Transfer Agreement dated as of February 4, 2005 (the "RECEIVABLES TRANSFER AGREEMENT" and, together with the Receivables Purchase Agreement, the "AGREEMENTS"); and WHEREAS, FSIRC, Parent, the Atlantic Group, the Liberty Street Group and the Agents desire to waive and amend certain provisions of the Agreements as herein set forth. NOW, THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, FSIRC, Parent, the Originators, the Atlantic Group, the Liberty Street Group and the Agents hereby agree as follows: SECTION 1. AMENDMENTS. Exhibit III to the Receivables Purchase Agreement and Exhibit IV to the Receivables Transfer Agreement are hereby amended and restated in their entirety to read as set forth in Annex A hereto, with retroactive effect to the date each Collection Account was established for purposes of the representations and warranties made pursuant to Sections 2.1(j) and 2.1(l) of the Receivables Purchase Agreement and Sections 5.1(j) and 5.1(l) of the Receivables Transfer Agreement. SECTION 2. WAIVERS. (a) FSIRC, the Agents and the Transferees hereby waive any Termination Event that may resulted from any breach of Section 2.1(j), 2.1(l), 4.1(i) or 4.2(b) of the Receivables Purchase Agreement occurring prior to the date hereof so long as no such breach is continuing as of the date hereof. (b) The Agents and the Transferees hereby waive any Amortization Event that may resulted from any breach of Section 5.1(j), 5.1(l), 7.1(g), 7.1(h), 7.1(j), 7.2(b), 8.1(c), 8.2(b) or 8.2(c) of the Receivables Transfer Agreement occurring prior to the date hereof so long as no such breach is continuing as of the date hereof. SECTION 3. CONDITIONS TO EFFECTIVENESS; EFFECTIVE DATE. This Amendment will be effective as of the date hereof upon the satisfaction of the following conditions precedent: (a) Execution and delivery of this Amendment by the FSIRC, Parent, the Originators, the Atlantic Group, the Liberty Street Group and the Agents, and (b) Execution and delivery by FSIRC, the Agent and Bank of America, N.A. of an amendment to the Deposit Account Control Agreement dated as of October 4, 2004, as heretofore amended, adding each of the new Lockboxes and Collection Accounts thereto. (c) FSIRC shall have paid to each of the Co-Agents in immediately available funds a fully-earned and nonrefundable waiver fee of $10,000 per Co-Agent. SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce the Atlantic Group and the Liberty Street Group to enter into this Amendment, each of FSIRC, Parent and the Originators hereby represents and warrants to the Agents and the Transferees, as to itself, as of the date hereof, that: (a) Each of its representations and warranties contained in each Transaction Document to which it is a party is, after giving effect to this Amendment, true and correct in all material respects as of the date hereof, except to the extent that such representation or warranty 2 expressly relates to an earlier date, in which case, such representation and warranty is true and correct in all material respects as of such earlier date. (b) The execution, delivery and performance by it of this Amendment has been duly authorized by all necessary corporate action required on its part and this Amendment is its legal, valid and binding obligation enforceable against it in accordance with its terms, except as its enforceability may be affected by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally. (c) Neither its execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of its organizational documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party or by which it or any of its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document, a copy of which has been delivered to Agents on or before the date hereof. SECTION 5. REFERENCE TO AND EFFECT UPON THE RECEIVABLES TRANSFER AGREEMENT. (a) Except as specifically set forth above, the Agreements and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed. (b) The waivers and amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Agreements or any other Transaction Document, (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Agents may now have or may have in the future under or in connection with the Agreements or any other Transaction Document or (iii) constitute a waiver of any provision of the Agreements or any other Transaction Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in either of the Agreements to "this Agreement", "herein", "hereof" and words of like import and each reference in either of the Agreements and the other Transaction Documents to one of the Agreements shall mean the Receivables Purchase Agreement or Receivables Transfer Agreement, as applicable, as amended hereby. This Amendment shall be construed in connection with and as part of the Agreements. SECTION 6. COSTS AND EXPENSES. As provided in Section 10.4 of the Receivables Transfer Agreement, FSIRC agrees to reimburse Agents for all fees, costs and expenses, including the reasonable fees, costs, and expenses of counsel in connection with this Amendment. 3 SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 ET SEQ. OF THE GENERAL OBLIGATIONS LAW. SECTION 8. COUNTERPARTS; SEVERABILITY; SECTION REFERENCES. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. [signature pages follow] 4 IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above. FSI RECEIVABLES COMPANY LLC, AS FSIRC By: /s/ Chetan P. Mehta ------------------------------------ Name: Chetan P. Mehta Title: Assistant Treasurer FISHER SCIENTIFIC INTERNATIONAL INC., AS SERVICER AND AS ORIGINATOR AGENT By: /s/ Chetan P. Mehta ------------------------------------ Name: Chetan P. Mehta Title: Vice President and Treasurer COLE-PARMER INSTRUMENT COMPANY, AS AN ORIGINATOR By: /s/ Chetan P. Mehta ------------------------------------ Name: Chetan P. Mehta Title: Assistant Treasurer FISHER CLINICAL SERVICES INC., AS AN ORIGINATOR By: /s/ Chetan P. Mehta ------------------------------------ Name: Chetan P. Mehta Title: Assistant Treasurer FISHER HAMILTON L.L.C., AS AN ORIGINATOR By: /s/ Chetan P. Mehta ------------------------------------ Name: Chetan P. Mehta Title: Assistant Treasurer 5 FISHER SCIENTIFIC COMPANY L.L.C., AS AN ORIGINATOR By: /s/ Chetan P. Mehta ------------------------------------ Name: Chetan P. Mehta Title: Assistant Treasurer 6 THE BANK OF NOVA SCOTIA, INDIVIDUALLY, AS LIBERTY STREET AGENT AND AS ADMINISTRATIVE AGENT By: /s/ Authorized Officer --------------------------------- Name: Title: LIBERTY STREET FUNDING CORP. By: /s/ Authorized Officer --------------------------------- Name: Title: 7 CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC AGENT By: /s/ Authorized Officer --------------------------------- Name: Title: By: /s/ Authorized Officer --------------------------------- Name: Title: ATLANTIC ASSET SECURITIZATION CORP. BY: CALYON NEW YORK BRANCH, AS ATTORNEY-IN-FACT By: /s/ Authorized Officer --------------------------------- Name: Title: By: /s/ Authorized Officer --------------------------------- Name: Title: 8 ANNEX A EXHIBIT [III/IV] NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS As of 10/11/05

Entity Bank Location Lockbox # Account # - ------ ---- -------- --------- --------- Fisher Scientific Company L.L.C. Mellon + Pittsburgh 360153 Fisher Scientific Company L.L.C. Mellon + Pittsburgh 371743 Fisher Scientific Company L.L.C. Mellon + Chicago 10119 Fisher Scientific Company L.L.C. Mellon + Los Angeles 21160 Fisher Scientific Company L.L.C.* BofA Chicago 13551 Fisher Scientific Company L.L.C.* BofA Los Angeles File 50129 Fisher Scientific Company L.L.C.* BofA Boston 3648 Fisher Scientific Company L.L.C.* BofA Atlanta 404705 3756570069 Fisher Hamilton L.L.C.* Mellon + Pittsburgh 371926 Fisher Hamilton L.L.C.* BofA Chicago 13751 3756606195 Cole-Parmer Instrument Co.* Mellon + Chicago 10464 Cole-Parmer Instrument Co.* BofA Chicago 13927 3756231696 3756231683 Fisher Clinical Services Inc.* Mellon + Philadelphia 4155 Fisher Clinical Services Inc.* BofA Chicago 13741 3756606373

* (transferred into FSI Receivables + (to be Company LLC's name) closed) 9 EX-12.01 5 b58484fkexv12w01.txt EX-12.01 - COMPUTATION OF RATIOS EXHIBIT 12.01 FISHER SCIENTIFIC INTERNATIONAL INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN MILLIONS, EXCEPT RATIO AMOUNTS)

Year Ended December 31, ------- ------- ------ ------- ------ 2005 2004 2003 2002 2001 ------- ------- ------ ------- ------ Pre-tax income from continuing operations before adjustment for loss from equity investees $ 485.5 $ 186.6 $ 94.9 $ 142.6 $ 36.3 ======= ======= ======= ======= ======= Fixed Charges: Interest expense and amortization of debt discount and premium on all indebtedness $ 109.3 $ 104.8 $ 84.8 $ 91.3 $ 99.5 20% of rental expense 8.9 7.4 4.7 4.6 4.1 ------- ------- ------- ------- ------- Total fixed charges $ 118.2 $ 112.2 $ 89.5 $ 95.9 $ 103.6 ======= ======= ======= ======= ======= Pre-tax income from continuing operations before adjustment for loss from equity investees plus fixed charges $ 603.7 $ 298.8 $ 184.4 $ 238.5 $ 139.9 Ratio of Earnings to Fixed Charges (A) 5.11 2.66 2.06 2.49 1.35

(A) For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes and before adjustment for loss from equity investees plus fixed charges. Fixed charges consist of interest charges, amortization of debt discount or premium related to indebtedness, whether expensed or capitalized, and that portion of rental expense we believe to be representative of interest. EX-21.01 6 b58484fkexv21w01.txt EX-21.01 - LIST OF SUBSIDIARIES OF THE REGISTRANT . . . Exhibit 21.01 FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- 236 PERINTON PARKWAY, LLC New York ABGENE INC. Delaware ABGENE LIMITED United Kingdom ABGENE SAS France AOT APS Denmark ARG SERVICES LLC Delaware ACROS ORGANICS B.V.B.A. Belgium ADVANCED BIOENZYMES LIMITED United Kingdom ADVANCED BIOPLASTICS LIMITED United Kingdom ADVANCED BIOTECHNOLOGIES LIMITED United Kingdom ALCHEMATRIX LLC Delaware ALCHEMATRIX, INC. Delaware APOGENT DENMARK APS Denmark APOGENT DEUTSCHLAND GMBH Braunschweig APOGENT FINANCE COMPANY Delaware APOGENT HOLDING COMPANY Delaware APOGENT HOLDINGS APS Denmark APOGENT ROBOTICS GROUP LIMITED United Kingdom APOGENT ROBOTICS LIMITED United Kingdom APOGENT SERVICE CORPORATION Delaware APOGENT TECHNOLOGIES INC. Wisconsin APOGENT TRANSITION CORP. Delaware APOGENT U.K. LIMITED United Kingdom APPLIED SCIENTIFIC CORPORATION California AVANTEC SARL France BT CANADA HOLDINGS INC. Delaware BARNSTEAD THERMOLYNE CORPORATION Delaware BIOCHEMICAL SCIENCES LLC Delaware BIOTECH LINE A/S Denmark BUMI-SAINS SENDIRIAN BERHAD Malaysia CAPITOL SCIENTIFIC PRODUCTS, INC. New York CAPITOL VIAL, INC. Alabama CASA ROCAS, S. DE R.L. DE C.V. Mexico CELL IMAGING SYSTEMS, LLC Delaware CELLOMICS, INC. Delaware CHASE SCIENTIFIC GLASS, INC. Wisconsin CHROMACOL LIMITED United Kingdom COLE-PARMER CANADA INC. Nova Scotia COLE-PARMER INSTRUMENT (SHANGHAI) CO., LTD. Shanghai COLE-PARMER INSTRUMENT COMPANY Illinois

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- COLE-PARMER INSTRUMENT COMPANY LIMITED United Kingdom COLUMBIA DIAGNOSTICS, INC. Delaware CONSOLIDATED TECHNOLOGIES, INC. Wisconsin CONSULTORES FISHER SCIENTIFIC CHILE LTDA. Chile CORIMEX S.A. Costa Rica DHARMACON, INC. Delaware DUKE SCIENTIFIC CORPORATION California DYOMICS GMBH Germany EP SCIENTIFIC PRODUCTS LLC Delaware ECOCHEM N.V. Belgium ELECTROTHERMAL ENGINEERING LIMITED United Kingdom EPOXYN PRODUCTS L.L.C. Delaware EPSOM GLASS INDUSTRIES LIMITED United Kingdom ERIE ELECTROVERRE S.A. Switzerland ERIE SCIENTIFIC COMPANY Delaware ERIE SCIENTIFIC COMPANY OF PUERTO RICO Delaware ERIE SCIENTIFIC HUNGARY KFT Hungary ERIE U.K. LIMITED United Kingdom ERIE UK HOLDING COMPANY Delaware ERIE-WATALA GLASS COMPANY LIMITED Hong Kong EUTECH INSTRUMENTS EUROPE B.V. Netherlands EUTECH INSTRUMENTS PTE LTD Singapore EUTECH INSTRUMENTS SDN. BHD Malaysia EVER READY THERMOMETER CO., INC. Wisconsin FHML S. DE R.L. DE C.V. Mexico FRC HOLDING INC., V Delaware FS (BARBADOS) CAPITAL HOLDINGS LTD. Barbados FS CASA ROCAS HOLDINGS LLC Delaware FS MEXICANA HOLDINGS LLC Delaware FSI RECEIVABLES COMPANY LLC Delaware FSII SWEDEN HOLDINGS AB Sweden FSII SWEDEN HOLDINGS I AB Sweden FSIR HOLDINGS (UK) LIMITED U.K. (England/Wales) FSIR HOLDINGS (US) LLC Delaware FSL HOLDING L.L.C. Delaware FSUK HOLDINGS LIMITED U.K. (England/Wales) FSWH COMPANY LLC Delaware FSWH II C.V. Netherlands FISHER (BARBADOS) HOLDING SRL Barbados FISHER ALDER S.A. DE C.V. Mexico

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- FISHER ASIA MANUFACTURING VENTURES INC. British Virgin Islands FISHER BERMUDA HOLDINGS LIMITED Bermuda FISHER BIOSERVICES INC. Virginia FISHER BIOBLOCK HOLDING II SNC France FISHER BIOBLOCK HOLDING SAS France FISHER BIOBLOCK SCIENTIFIC S.A.S. France FISHER BIOBLOCK SCIENTIFIC S.L. Spain FISHER BIOBLOCK SCIENTIFIC SPRL Belgium FISHER C W MEDICAL SDN BHD Malaysia FISHER CLP HOLDING LIMITED PARTNERSHIP New Brunswick FISHER CANADA HOLDING ULC 1 Nova Scotia FISHER CANADA HOLDING ULC 2 Nova Scotia FISHER CANADA LIMITED Ontario FISHER CANADA LIMITED PARTNERSHIP New Brunswick FISHER CHIMICA N.V. Belgium FISHER CLINICAL SERVICES AG Switzerland FISHER CLINICAL SERVICES HOLDING GMBH Switzerland FISHER CLINICAL SERVICES INC. Pennsylvania FISHER CLINICAL SERVICES U.K. LIMITED United Kingdom FISHER EMERGO B.V. Netherlands FISHER GENETICS ASIA PTE LTD. Singapore FISHER GERMANY GMBH & CO. KG Braunschweig FISHER GERMANY HOLDINGS GMBH Braunschweig FISHER HAMILTON L.L.C. Delaware FISHER HAMILTON MEXICO LLC Delaware FISHER HAMILTON S. DE R.L. DE C.V. Mexico FISHER HOLDINGS APS Denmark FISHER HOLDINGS LUXEMBOURG SARL Luxembourg FISHER INTERNET MINORITY HOLDINGS L.L.C. Delaware FISHER LABORATORY SUPPLIES (SHANGHAI) CO., LTD. Shanghai FISHER LUXEMBOURG DANISH HOLDINGS SARL Luxembourg FISHER MANUFACTURING (MALAYSIA) SDN BHD Malaysia FISHER MAYBRIDGE HOLDINGS LIMITED United Kingdom FISHER SCIENTIFIC (AUSTRIA) GMBH Austria FISHER SCIENTIFIC (HONG KONG) LIMITED Hong Kong FISHER SCIENTIFIC (M) SDN BHD Malaysia FISHER SCIENTIFIC (SEA) PTE. LTD. Singapore FISHER SCIENTIFIC AG Switzerland FISHER SCIENTIFIC AUSTRALIA PTY LIMITED Australia FISHER SCIENTIFIC BRAZIL INC. Delaware

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- FISHER SCIENTIFIC CANADA HOLDINGS INC. Delaware FISHER SCIENTIFIC CENTRAL AMERICA INC. Delaware FISHER SCIENTIFIC CHILE INC. Delaware FISHER SCIENTIFIC COLOMBIA INC. Delaware FISHER SCIENTIFIC COMPANY Nova Scotia FISHER SCIENTIFIC COMPANY L.L.C. Delaware FISHER SCIENTIFIC CONSULTANCY SDN BHD Malaysia FISHER SCIENTIFIC CONSULTING (GUANGZHOU) LIMITED China FISHER SCIENTIFIC EUROPE HOLDINGS B.V. Netherlands FISHER SCIENTIFIC GTF AB Sweden FISHER SCIENTIFIC GMBH Germany FISHER SCIENTIFIC HOLDING COMPANY Delaware FISHER SCIENTIFIC HOLDING HK LIMITED Hong Kong FISHER SCIENTIFIC HOLDING U.K., LIMITED United Kingdom FISHER SCIENTIFIC HOLDINGS (M) SDN BHD Malaysia FISHER SCIENTIFIC HOLDINGS (S) PTE LTD Singapore FISHER SCIENTIFIC INTERNATIONAL INC. Delaware FISHER SCIENTIFIC INVESTMENTS (CAYMAN), LTD. Cayman Islands FISHER SCIENTIFIC IRELAND HOLDING Ireland FISHER SCIENTIFIC IRELAND INVESTMENTS Ireland FISHER SCIENTIFIC JAPAN, LTD. Japan FISHER SCIENTIFIC JERSEY ISLAND LIMITED Jersey FISHER SCIENTIFIC KOREA LTD. Korea FISHER SCIENTIFIC LATIN AMERICA INC. Delaware FISHER SCIENTIFIC LUXEMBOURG S.A.R.L. Luxembourg FISHER SCIENTIFIC MEXICANA, S. DE R.L. DE C.V. Mexico FISHER SCIENTIFIC MEXICO INC. Delaware FISHER SCIENTIFIC MIDDLE EAST AND AFRICA INC. Delaware FISHER SCIENTIFIC MIDDLE EAST AND AFRICA L.L.C. Egypt FISHER SCIENTIFIC OPERATING COMPANY Delaware FISHER SCIENTIFIC OXOID HOLDINGS LTD. United Kingdom FISHER SCIENTIFIC PERU INC. Delaware FISHER SCIENTIFIC PTE LTD Singapore FISHER SCIENTIFIC THE HAGUE I B.V. Netherlands FISHER SCIENTIFIC THE HAGUE II B.V. Netherlands FISHER SCIENTIFIC THE HAGUE III B.V. Netherlands FISHER SCIENTIFIC THE HAGUE IV B.V. Netherlands FISHER SCIENTIFIC THE HAGUE V B.V. Netherlands FISHER SCIENTIFIC U.K. HOLDING COMPANY LIMITED United Kingdom FISHER SCIENTIFIC U.K., LIMITED United Kingdom

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- FISHER SCIENTIFIC VENEZUELA INC. Delaware FISHER SCIENTIFIC WORLDWIDE (SHANGHAI) CO., LTD. Shanghai FISHER SCIENTIFIC WORLDWIDE HOLDINGS I C.V. Netherlands FISHER SCIENTIFIC WORLDWIDE INC. Delaware FISHER SCIENTIFIC DE MEXICO, S.A. Mexico FISHER SCIENTIFIC OF THE NETHERLANDS B.V. Netherlands FISHER SCIENTIFIC, SPOL.S.R.O. Czech Republic FISHER WWD HOLDING L.L.C. Delaware G & P LABWARE HOLDINGS INC. Delaware G. & M. PROCTER LIMITED United Kingdom GENERAL SCIENTIFIC COMPANY SDN BHD (M) Malaysia GENEVAC INC. New York GENEVAC LIMITED United Kingdom GERHARD MENZEL GLASBEARBEITUNGSWERK GMBH & CO. KG Braunschweig GERHARD MENZEL GMBH Braunschweig GLASS & PLASTIC LABWARE LLC Delaware GOLDEN STONE INDEMNITY LIMITED Bermuda GOLDEN WEST INDEMNITY COMPANY LIMITED Bermuda GUAIMEX S.A. Guatemala GUANGZHOU FISHER SCIENTIFIC COMPANY LIMITED PR. China H.P.L.C. TECHNOLOGY COMPANY LIMITED United Kingdom HANGAR 215, INC. Delaware HONIMEX S.A. Honduras HYCLONE AB Sweden HYCLONE BIOCHEMICAL PRODUCT (BEIJING) CO., LTD. China HYCLONE INTERNATIONAL TRADE (TIANJIN) CO., LTD China HYCLONE LABORATORIES, INC. Utah HYCLONE UK LIMITED United Kingdom HYNETICS, LLC Delaware KYLE JORDAN INVESTMENTS INC. Delaware LAB VISION (UK) LIMITED United Kingdom LAB VISION CORPORATION California LAB-LINE INSTRUMENTS, INC. Delaware LABSTORE DE MEXICO, S.A. Mexico LABO-TECH B.V. Netherlands LABOMEX MBP, S. DE R.L. DE C.V. Mexico LANCASTER LABORATORIES, INC. Minnesota LIBERTY LANE INVESTMENT COMPANY Delaware MARKETBASE INTERNATIONAL LIMITED Hong Kong MATRIX ASIA PACIFIC CORPORATION Japan

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- MATRIX TECHNOLOGIES CORPORATION Delaware MATRIX TECHNOLOGIES CORPORATION LIMITED United Kingdom MAYBRIDGE CHEMICAL COMPANY LIMITED United Kingdom MAYBRIDGE CHEMICAL HOLDINGS LIMITED United Kingdom MAYBRIDGE LIMITED United Kingdom MAYBRIDGE TRUSTEES LIMITED United Kingdom MEDICAL ANALYSIS SYSTEMS INTERNATIONAL, INC. California MEDICAL ANALYSIS SYSTEMS, INC. Delaware MEDICAL DIAGNOSTIC SYSTEMS, INC. California METAVAC LLC Delaware MEXLAB, S.A. Mexico MICROGENICS CORPORATION Delaware MICROGENICS DIAGNOSTICS PTY. LIMITED Australia MICROGENICS GMBH Passau MICROGENICS S.A.S. France MICROM INTERNATIONAL AG Switzerland MICROM INTERNATIONAL GMBH Heidelberg MICROM LABORGERATE SL Spain MOLECULAR BIOPRODUCTS, INC. California NERL DIAGNOSTICS CORPORATION Wisconsin NALGE (EUROPE) LIMITED United Kingdom NALGE NUNC INTERNATIONAL CORPORATION Delaware NALGE NUNC INTERNATIONAL, KK Japan NATIONAL HYCLONE (LANZHOU) BIO-ENGINEERING CO., LTD China NATIONAL SCIENTIFIC COMPANY Wisconsin NAUGATUCK GLASS COMPANY, THE Connecticut NEOMARKERS, INC. California NEW FS HOLDINGS INC. Delaware NICAMEX S.A. Nicaragua NOVODIRECT GMBH Germany NUNC A/S Denmark NUNC GMBH & CO. KG Wiesbaden NUNC U.K. LIMITED United Kingdom NUNC VERWALTUNGS GMBH Wiesbaden ORME SCIENTIFIC LIMITED United Kingdom OWL SEPARATION SYSTEMS, INC. Wisconsin OXOID 2000 LIMITED United Kingdom OXOID A/S Denmark OXOID AB Sweden OXOID AG Switzerland

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- OXOID AS Norway OXOID AUSTRALIA PTY LTD Australia OXOID BV Netherlands OXOID BIOTECHNIK GMBH Germany OXOID BRASIL LTDA Brazil OXOID COMPANY Nova Scotia OXOID GMBH Germany OXOID GROUP HOLDINGS United Kingdom OXOID HOLDING GMBH Munich OXOID HOLDING SAS France OXOID HOLDINGS LIMITED United Kingdom OXOID INC. Delaware OXOID INTERNATIONAL LIMITED United Kingdom OXOID INVESTMENT HOLDINGS LIMITED U.K. (England/Wales) OXOID INVESTMENTS GMBH Germany OXOID LIMITED United Kingdom OXOID LIMITED Ireland OXOID N.V. Belgium OXOID NEW ZEALAND LIMITED New Zealand OXOID PENSION TRUSTEE LIMITED United Kingdom OXOID S.P.A. Italy OXOID SA (SPAIN) Spain OXOID SAS (FRANCE) France OXOID SENIOR HOLDINGS LIMITED U.K. (England/Wales) OXOID UKH LLC Delaware PACTECH, LLC Delaware PACIFIC RIM FAR EAST INDUSTRIES, INC. Delaware PACIFIC RIM INVESTMENT, INC. Delaware PANYMEX INTERNATIONAL S.A. Panama PANYMEX S.A. Panama PERBIO SCIENCE (AUSTRALIA) PTY. LIMITED Australia PERBIO SCIENCE (CANADA) COMPANY Nova Scotia PERBIO SCIENCE AB Sweden PERBIO SCIENCE BVBA Belgium PERBIO SCIENCE FRANCE SAS France PERBIO SCIENCE HONG KONG LIMITED Hong Kong PERBIO SCIENCE INTERNATIONAL NETHERLANDS BV Netherlands PERBIO SCIENCE INVEST AB Sweden PERBIO SCIENCE NEDERLAND B.V. Etten-Leur PERBIO SCIENCE PROJEKT AB Sweden

FISHER SCIENTIFIC INTERNATIONAL INC. EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT

STATE OF INCORPORATION OR NAME OF SUBSIDIARY COUNTRY OF ORGANIZATION ------------------ ----------------------- PERBIO SCIENCE SWEDEN HOLDINGS AB Sweden PERBIO SCIENCE SWITZERLAND SA Switzerland PERBIO SCIENCE UK LIMITED U.K. (England/Wales) PERBIO SCIENCE, INC. Delaware PIERCE BIOTECHNOLOGY, INC. Delaware PIERCE MILWAUKEE HOLDING CORP. Delaware PIERCE MILWAUKEE LLC Delaware PIERCE MILWAUKEE, INC. Delaware QUALITY SCIENTIFIC PLASTICS, INC. Delaware REMEL EUROPE LIMITED United Kingdom REMEL INC. Wisconsin RICHARD-ALLAN SCIENTIFIC COMPANY Wisconsin ROBBINS SCIENTIFIC (EUROPE) LIMITED United Kingdom ROBBINS SCIENTIFIC CORPORATION California SCI INNO 92 France SALVIMEX S.A. El Salvador SAMCO SCIENTIFIC CORPORATION Delaware SCHANTZ ROAD LLC Pennsylvania SCHERF PRAZISION EUROPA GMBH Meiningen SCIENTIFIC PRODUCTS (ASIA PACIFIC) PTE. LTD. Sinapore SCIENTIFIC PRODUCTS (SHANGHAI) CO., LTD. Shanghai SEPARATION TECHNOLOGY, INC. Delaware SERADYN INC. Delaware SPECIALTY MOTORS INC. California SYSTEMS MANUFACTURING CORPORATION Delaware UNION LAB. SUPPLIES LIMITED Hong Kong UNITED DIAGNOSTICS, INC. Delaware YUAN KE HUA LABORATORY PRODUCTS (SHANGHAI) CO., LTD. Shanghai

EX-23.01 7 b58484fkexv23w01.txt EX-23.01 CONSENT OF DELOITTE & TOUCHE, LLP Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-124738 on Form S-3, Registration Statement No. 333-129654 on Form S-4, and Registration Statement Nos. 333-118239, 333-56979, 333-07391, 333-18563, 333-28789, 333-109885, 333-68052, and 333-127050 on Form S-8 of our reports dated February 17, 2006, relating to the financial statements and financial statement schedule of Fisher Scientific International Inc. and management's report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Fisher Scientific International Inc. for the year ended December 31, 2005. /s/ Deloitte & Touche LLP New York, New York February 17, 2006 EX-31.01 8 b58484fkexv31w01.htm EX-31.01 - SEC 302 CERTIFICATION OF CEO

EXHIBIT 31.01

CERTIFICATION

I, Paul M. Montrone, certify that:

1. I have reviewed this annual report on Form 10-K of Fisher Scientific International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2006	By:	/s/ Paul M. Montrone
		Paul M. Montrone
		Chief Executive Officer Fisher Scientific International Inc.

EX-10.33

                                                                   EXHIBIT 10.33

                                                               EXECUTION VERSION



                      FISHER SCIENTIFIC INTERNATIONAL INC.

                      SECOND AMENDMENT TO CREDIT AGREEMENT

                               AND LIMITED WAIVER



       This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this
"Amendment") is dated as of December 14, 2005 and entered into by and among
Fisher Scientific International Inc., a Delaware corporation (the "Borrower"),
the financial institutions listed herein (the "Lenders"), and Bank of America,
N.A., as the Administrative Agent (in such capacity, the "Administrative
Agent"), Banc of America Securities LLC, as Sole Lead Arranger and Sole Book
Manager, and, for purposes of Section 5 hereof, Fisher Scientific Company
L.L.C., Fisher Clinical Services Inc., Fisher Scientific Worldwide Inc. and
Apogent Technologies Inc. (collectively, the "Guarantors"), and is made with
reference to that certain Credit Agreement, dated as of August 2, 2004, by and
among the Borrower, the lenders from time to time party thereto, Bank of
America, N.A., as the Administrative Agent and Swing Line Lender, and certain
other financial institutions party thereto, as amended by that certain First
Amendment to Credit Agreement dated as of December 29, 2004 (as so amended, the
"Credit Agreement"). Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

              WHEREAS, the Borrower and the Lenders desire to amend the Credit
Agreement to (i) change the definition of "Applicable Rate" as set forth herein;
(ii) increase the aggregate principal amount of Tranche A-1 Term Loan
Commitments by $148,125,000; (iii) terminate the Tranche A-2 Term Loan
Commitments; (iv) increase the Revolving Loan Commitments by $300,000,000; and
(v) make certain other amendments as set forth below;

              NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

              SECTION 1.    AMENDMENTS TO THE CREDIT AGREEMENT

              1.1    AMENDMENTS TO ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS.

              (a) Section 1.01 of the Credit Agreement is hereby amended by
       adding thereto the following definitions, which shall be inserted in
       proper alphabetical order:

              "Fitch" means Fitch Ratings and any successor thereto.

              "Second Amendment Effective Date" means the date of effectiveness
       of that certain Second Amendment to Credit Agreement and Limited Waiver
       dated as of December 14, 2005 by and among the Borrower, the Lenders, the
       Administrative Agent, Banc of America Securities LLC, as Sole Lead
       Arranger and Sole Book Manager, and, for purposes of Section 5 thereof,
       the Guarantors (as defined therein)."




                                       1





              (b) Section 1.01 of the Credit Agreement is hereby further amended
       by deleting the definition of "Applicable Debt Rating" therefrom in its
       entirety and substituting the following therefor:

              "Applicable Debt Rating" means, as of any date of determination,
       the most recent long-term senior secured debt ratings of the Borrower
       publicly announced by two of the following three rating agencies: S&P,
       Moody's and Fitch (collectively, the "Debt Ratings"); provided that (a)
       until such time as the Borrower has received a Debt Rating from Fitch, if
       there is a split between the two highest Debt Ratings, the higher of such
       two Debt Ratings shall apply, (b) at any time after the Borrower has
       received a Debt Rating from Fitch, if there is a split between the two
       highest Debt Ratings, the lower of such two Debt Ratings shall apply and
       (c) in any case, if such split between the two highest Debt Ratings is
       greater than one level, then the Debt Rating one level below the highest
       Debt Rating shall apply.

              (c) Section 1.01 of the Credit Agreement is hereby further amended
       by deleting the definition of "Applicable Rate" therefrom in its entirety
       and substituting the following therefor:

              "`Applicable Rate' means, from time to time, the following
       percentages per annum, based upon the Applicable Debt Rating as set forth
       below:



- --------------------------------------------------------------------------------------
                                  APPLICABLE RATE
- --------------------------------------------------------------------------------------
         APPLICABLE DEBT       BASE RATE      EURODOLLAR     LETTER OF      COMMITMENT
 LEVEL       RATING              LOANS        RATE LOANS     CREDIT FEE        FEE
- --------------------------------------------------------------------------------------
                                                                  

   I     Higher than BBB,        0.00%          0.500%         0.500%         0.100%
         Baa2 or BBB
- --------------------------------------------------------------------------------------
  II     BBB, Baa2 or BBB        0.00%          0.625%         0.625%         0.125%
- --------------------------------------------------------------------------------------
  III    BBB-, Baa3 or BBB-      0.00%          0.750%         0.750%         0.150%
- --------------------------------------------------------------------------------------
  IV     BB+, Ba1 or BB+         0.25%          1.125%         1.125%         0.200%
- --------------------------------------------------------------------------------------
   V     Lower than BB+,         0.50%          1.375%         1.375%         0.250%
         Ba1 or BB+, or
         unrated
- --------------------------------------------------------------------------------------


       Each change in the Applicable Rate resulting from a change in the
       Applicable Debt Rating shall become effective on the date of the public
       announcement thereof. Any adjustment in the Applicable Rate shall apply
       to existing Eurodollar Rate Loans as well as any new Eurodollar Rate
       Loans."




                                       2


              1.2    AMENDMENTS TO ARTICLE II: THE COMMITMENTS AND CREDIT
                     EXTENSIONS.

              A. Section 2.01(a) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "Immediately prior to the Second Amendment Effective Date, Tranche
       A-1 Term Loans in an aggregate principal amount of $233,125,000 were
       outstanding. Each Lender that has a Tranche A-1 Term Loan Commitment
       severally agrees to lend to the Borrower on the Second Amendment
       Effective Date Tranche A-1 Term Loans in an aggregate principal amount
       such that the sum of its Tranche A-1 Term Loans outstanding immediately
       prior to the Second Amendment Effective Date, if any, plus its Tranche
       A-1 Term Loans made (or purchased and assumed) on the Second Amendment
       Effective Date shall not exceed the amount of its Tranche A-1 Term Loan
       Commitment as set forth on Schedule 2.01 annexed hereto. In addition to
       the borrowing made on the Closing Date, the Borrower may make only one
       additional borrowing under the Tranche A-1 Term Loan Commitments on the
       Second Amendment Effective Date. Amounts borrowed under this Section
       2.01(a) and subsequently repaid or prepaid may not be reborrowed. Tranche
       A-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as
       further provided herein."

              B. Section 2.01(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "Each Lender that has a Tranche A-2 Term Loan Commitment severally
       agrees to lend to the Borrower, on any Business Day after the conditions
       set forth in Section 4.03 have been satisfied through and including the
       day immediately prior to the Second Amendment Effective Date, an amount
       not exceeding its Tranche A-2 Term Loan Commitment. The aggregate amount
       of the Tranche A-2 Term Loan Commitments is $300,000,000. Each Lender's
       Tranche A-2 Term Loan Commitment shall expire immediately and without
       further action on the day immediately prior to the Second Amendment
       Effective Date if the Tranche A-2 Term Loans are not made on or before
       that date. The Borrower may make only one borrowing under the Tranche A-2
       Term Loan Commitments. Amounts borrowed under this Section 2.01(b) and
       subsequently repaid or prepaid may not be reborrowed. Tranche A-2 Term
       Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
       provided herein."

              C. Section 2.01(d) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "Each Revolving Lender severally agrees to make Revolving Loans to
       the Borrower from time to time, on any Business Day during the
       Availability Period, in an aggregate amount not to exceed at any time
       outstanding the amount of such Revolving Lender's Revolving Loan
       Commitment; provided, however, that after giving effect to any Revolving
       Loan, (i) the Total Utilization of Revolving Loan Commitments shall not
       exceed the Revolving Loan Commitments, and (ii) the sum of (A) the
       aggregate Outstanding Amount of the Revolving Loans of any Revolving
       Lender, plus (B) such Revolving Lender's Pro Rata Share of the
       Outstanding Amount of all L/C Obligations,




                                       3


       plus (C) such Revolving Lender's Pro Rata Share of the Outstanding Amount
       of all Swing Line Loans shall not exceed such Revolving Lender's
       Revolving Loan Commitment. The aggregate amount of the Revolving Loan
       Commitments as of the Second Amendment Effective Date is $800,000,000.
       Within the limits of this Section 2.01(d), and subject to the other terms
       and conditions hereof, the Borrower may borrow Revolving Loans under this
       Section 2.01(d), prepay Revolving Loans under Section 2.08, and reborrow
       Revolving Loans under this Section 2.01(d). Revolving Loans may be Base
       Rate Loans or Eurodollar Rate Loans, as further provided herein."

              D. Section 2.10(a) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "Scheduled Payments of Tranche A-1 Term Loans. The Borrower shall
       make principal payments on the Tranche A-1 Term Loans in installments on
       the dates and in the amounts set forth below:



       -------------------------------------------------------------------------
                         Date                                Scheduled Repayment
       -------------------------------------------------------------------------
                                                              
        December 31, 2005                                       $         0.00
       -------------------------------------------------------------------------
        March 31, 2006                                          $ 7,148,437.50
       -------------------------------------------------------------------------
        June 30, 2006                                           $ 7,148,437.50
       -------------------------------------------------------------------------
        September 30, 2006                                      $ 7,148,437.50
       -------------------------------------------------------------------------
        December 31, 2006                                       $ 7,148,437.50
       -------------------------------------------------------------------------
        March 31, 2007                                          $ 7,148,437.50
       -------------------------------------------------------------------------
        June 30, 2007                                           $ 7,148,437.50
       -------------------------------------------------------------------------
        September 30, 2007                                      $ 7,148,437.50
       -------------------------------------------------------------------------
        December 31, 2007                                       $ 7,148,437.50
       -------------------------------------------------------------------------
        March 31, 2008                                          $ 9,531,250.00
       -------------------------------------------------------------------------
        June 30, 2008                                           $ 9,531,250.00
       -------------------------------------------------------------------------
        September 30, 2008                                      $ 9,531,250.00
       -------------------------------------------------------------------------
        December 31, 2008                                       $ 9,531,250.00
       -------------------------------------------------------------------------
        March 31, 2009                                          $95,312,500.00
       -------------------------------------------------------------------------
        June 30, 2009                                           $95,312,500.00
       -------------------------------------------------------------------------





                                       4





       -------------------------------------------------------------------------
                                                              
        Tranche A-1 Term Loan Maturity Date                     $95,312,500.00
       -------------------------------------------------------------------------



; provided that the scheduled installments of principal of the Tranche A-1 Term
Loans set forth above shall be reduced in connection with any voluntary
prepayments of the Tranche A-1 Term Loans in accordance with Section 2.08; and
provided further, that the Tranche A-1 Term Loans and all other amounts owed
hereunder with respect to the Tranche A-1 Term Loans shall be paid in full no
later than the Tranche A-1 Term Loan Maturity Date, and the final installment
payable by the Borrower in respect of the Tranche A-1 Term Loans on such date
shall be in an amount, if such amount is different from that specified above,
sufficient to repay all amounts owing by the Borrower under this Agreement with
respect to the Tranche A-1 Term Loans."

              E. Section 2.12(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "Ticking Fee. The Borrower shall pay to the Administrative Agent
       for the account of each Tranche A-2 Term Loan Lender in accordance with
       its Pro Rata Share, a ticking fee in Dollars equal to 0.25% per annum
       times the Tranche A-2 Term Loan Commitments. The ticking fee shall accrue
       at all times from and including the Closing Date until the earlier of (i)
       the Funding Date of the Tranche A-2 Term Loans or (ii) the day
       immediately prior to the Second Amendment Effective Date, including at
       any time during which one or more of the conditions in Article IV is not
       met. The ticking fee shall be due and payable quarterly in arrears on the
       first Business Day after the end of each March, June, September and
       December, commencing with the first such date to occur after the Closing
       Date, and on the earlier of (A) the Funding Date of the Tranche A-2 Term
       Loans or (B) the Second Amendment Effective Date. The ticking fee shall
       be calculated quarterly in arrears."

              1.3    AMENDMENTS TO ARTICLE VI: AFFIRMATIVE COVENANTS.

              A. Section 6.03(e) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "of any announcement by Moody's, S&P or Fitch of any initial
       rating or change in a rating assigned to these credit facilities; and"

              B. Section 6.11 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "USE OF PROCEEDS. Use the proceeds of the Credit Extensions to
       repay the Existing Indebtedness, and to provide financing for working
       capital, capital expenditures and for general corporate purposes;
       provided that the proceeds of the additional Tranche A-1 Term Loans made
       on the Second Amendment Effective Date shall be applied to prepay the
       Tranche B Term Loans."







                                       5




              1.4    AMENDMENTS TO ARTICLE VII: NEGATIVE COVENANTS.

              A. Section 7.05(m) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

              "Dispositions by the Borrower and its Subsidiaries of property in
       an amount not to exceed an amount equal to 10% of Consolidated Total
       Assets; provided that at the time of such Disposition, no Default shall
       exist or would result from such Disposition;"

              1.5    SUBSTITUTION OF SCHEDULE.

              A. Schedule 2.01 to the Credit Agreement is hereby amended by
deleting said Schedule 2.01 in its entirety and substituting in place thereof a
new Schedule 2.01 in the form of Schedule 2.01 to this Amendment.

              SECTION 2. LIMITED WAIVER

       At the request of the Borrower, the undersigned Lenders with Tranche A-1
Term Loan Exposure, constituting Required Class Lenders for the Class of Lenders
having Tranche A-1 Term Loan Exposure under the Credit Agreement, hereby waive
compliance with the provisions of Section 2.08(a) of the Credit Agreement to the
extent, and only to the extent, necessary to permit the voluntary prepayment of
the Tranche B Term Loans in whole on the Second Amendment Effective date without
any amount of the proceeds of such prepayment being applied to the prepayment of
the Tranche A-1 Term Loans.

       Without limiting the generality of the provisions of Section 10.01 of the
Credit Agreement, the waiver set forth above shall be limited precisely as
written and relates solely to the noncompliance by the Borrower with the
provisions of Section 2.08(a) of the Credit Agreement in the manner and to the
extent described above, and nothing in this Amendment shall be deemed to (a)
constitute a waiver of compliance by the Borrower with respect to (1) Section
2.08(a) of the Credit Agreement in any other instance or (2) any other term,
provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or (b) prejudice any right or remedy that the
Administrative Agent or any Lender may now have or may have in the future under
or in connection with the Credit Agreement or any other instrument or agreement
referred to therein.

              SECTION 3. CONDITIONS TO EFFECTIVENESS

              Sections 1 and 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Second
Amendment Effective Date"):

              A. LOAN PARTY DOCUMENTS. The Administrative Agent's receipt of the
following, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible
Officer of the applicable Loan Party, each dated the Second Amendment Effective
Date (unless otherwise specified below) and each in form and substance
satisfactory to the Administrative Agent and each of the Lenders:







                                       6


              (i)    A certificate, dated as of the Second Amendment Effective
       Date, of each Loan Party's corporate secretary or an assistant secretary,
       certifying that there have been no changes in such Loan Party's
       Organization Documents from the form of Organization Documents previously
       delivered to the Lenders;

              (ii)   Such documents and certifications as the Administrative
       Agent may reasonably require to evidence that each Loan Party is duly
       organized or formed, and that each Loan Party is validly existing, in
       good standing and qualified to engage in business in its jurisdiction of
       organization;

              (iii)  Resolutions of the Borrower's Board of Directors approving
       and authorizing the execution, delivery, and performance of this
       Amendment, certified as of the Second Amendment Effective Date by its
       corporate secretary or an assistant secretary as being in full force and
       effect without modification or amendment;

              (iv)   Signature and incumbency certificates of each Loan Party
       executing this Amendment; and

              (v)    Copies of this Amendment executed by each Loan Party.

              B. OPINIONS. The Lenders shall have received copies of one or more
favorable written opinions of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel for the Loan Parties and of Sarah Hlavinka McConnell, secretary of the
Borrower, in form and substance reasonably satisfactory to the Administrative
Agent and its counsel, dated as of the Second Amendment Effective Date.

              C. CERTIFICATE. A certificate signed by a Responsible Officer of
the Borrower certifying that the conditions specified in Sections 4.02(a) and
(b) of the Credit Agreement have been satisfied.

              D. LENDERS. The Administrative Agent shall have received copies of
this Amendment executed by Required Lenders, each Lender with Tranche A-1 Term
Loan Exposure and each Lender with Revolving Loan Exposure.

              E. FEES. The Borrower shall have paid (i) to the Administrative
Agent, for ratable distribution to each Lender increasing its Revolving Loan
Commitment pursuant to this Amendment, an upfront fee equal to 0.15% of the
aggregate principal amount of such increase in such Lender's Revolving Loan
Commitment, and (ii) to the Administrative Agent for its own account such fees
in such amounts as have been separately agreed upon between the Borrower and the
Administrative Agent.

              F. COMPLETION OF PROCEEDINGS. On or before the Second Amendment
Effective Date, the Administrative Agent and its counsel shall have received all
counterpart originals or certified copies of such documents as the
Administrative Agent may reasonably request.

              G. PREPAYMENT. The Borrower shall have irrevocably committed the
proceeds of the additional Tranche A-1 Term Loans to be made on the Second
Amendment Effective Date to the prepayment of the Tranche B Term Loans.





                                       7


              H. REPAYMENT. The Borrower shall have paid to the Administrative
Agent, for ratable distribution to the Lenders, all interest and fees accrued
under the Credit Agreement through the Second Amendment Effective Date.

              I. OTHER CERTIFICATES. Such other certificates or documents as the
Administrative Agent or Required Lenders reasonably may require.

              SECTION 4. REPRESENTATIONS AND WARRANTIES

              In order to induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:

              A. CORPORATE POWER AND AUTHORITY. The Borrower has all requisite
power and authority to execute, deliver and perform its obligations under this
Amendment.

              B. AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance of this Amendment have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (i) contravene
the terms of any of the Organization Documents of the Borrower or any Guarantor;
(ii) conflict with or result in any breach or contravention of, or the creation
of any Lien (other than the creation of Liens under any of the Loan Documents in
favor of the Administrative Agent on behalf of the Lenders) under, (a) any
Contractual Obligation to which the Borrower or any Guarantor is a party or (b)
any material order, injunction, writ or decree of any Governmental Authority to
which the Borrower, any Guarantor or the property of the Borrower or any
Guarantor is subject; or (iii) violate any Law in any material respect.

              C. GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No material
approval, consent, exemption, authorization, or other material action by, or
material notice to, or material filing with, any Governmental Authority or any
other Person that has not been obtained or made is necessary or required in
connection with the execution, delivery or performance by, or enforceability
against, the Borrower or any Guarantor of this Amendment.

              D. BINDING EFFECT. This Amendment has been duly executed and
delivered by the Borrower and each Guarantor. This Amendment constitutes a
legal, valid and binding obligation of the Borrower and each Guarantor,
enforceable against such Person in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

              E. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Article V of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date (after giving effect
to the Second Amendment) to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date, and except that the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Credit Agreement shall be







                                       8


deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01 of the Credit Agreement.

              F. ABSENCE OF DEFAULT. No Default has occurred and is continuing
or would result from the consummation of the transactions contemplated by this
Amendment.

              SECTION 5. ACKNOWLEDGEMENT AND CONSENT

              Each Guarantor hereby acknowledges and agrees that any of the
Guaranty and the Collateral Documents (each, a "Credit Support Document") to
which it is a party or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Amendment. Each Guarantor represents and warrants that all representations and
warranties contained in the Credit Agreement as amended by this Amendment (the
"Amended Agreement") and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Second Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.

              Each Guarantor acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, such Guarantor is
not required by the terms of the Credit Agreement or any other Loan Document to
consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of such Guarantor to any
future amendments to the Credit Agreement.

              SECTION 6. MISCELLANEOUS

              A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.

              (i)    On and after the Second Amendment Effective Date, each
       reference in the Credit Agreement to "this Agreement", "hereunder",
       "hereof", "herein" or words of like import referring to the Credit
       Agreement, and each reference in the other Loan Documents to the "Credit
       Agreement", "thereunder", "thereof" or words of like import referring to
       the Credit Agreement shall mean and be a reference to the Amended
       Agreement.

              (ii)   Except as specifically amended by this Amendment, the
       Credit Agreement and the other Loan Documents shall remain in full force
       and effect and are hereby ratified and confirmed.

              (iii)  The execution, delivery and performance of this Amendment
       shall not, except as expressly provided herein, constitute a waiver of
       any provision of, or operate as a waiver of any right, power or remedy of
       the Administrative Agent or any Lender under, the Credit Agreement or any
       of the other Loan Documents.




                                       9


              B. FEES AND EXPENSES. The Borrower acknowledges that all costs,
fees and expenses as described in Section 10.04 of the Credit Agreement incurred
by the Administrative Agent and its counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account of
the Borrower.

              C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

              D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

              E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.




                  [Remainder of page intentionally left blank]








                                       10




              IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.



                                           FISHER SCIENTIFIC INTERNATIONAL INC.

                                           By: /s/ Kevin P. Clark
                                              ----------------------------------
                                           Name:Kevin P. Clark
                                           Title: Vice President and Chief
                                                  Financial Officer



                                           FISHER SCIENTIFIC COMPANY L.L.C.

                                           By: /s/ Kevin P. Clark
                                              ----------------------------------
                                           Name: Kevin P. Clark
                                           Title: Vice President and Treasurer



                                           FISHER CLINICAL SERVICES INC.

                                           By: /s/ Kevin P. Clark
                                              ----------------------------------
                                           Name: Kevin P. Clark
                                           Title: Vice President and Treasurer



                                           FISHER SCIENTIFIC WORLDWIDE INC.

                                           By: /s/ Kevin P. Clark
                                              ----------------------------------
                                           Name: Kevin P. Clark
                                           Title: Treasurer



                                           APOGENT TECHNOLOGIES INC.

                                           By: /s/ Kevin P. Clark
                                              ----------------------------------
                                           Name: Kevin P. Clark
                                           Title: Vice President




                                           BANK OF AMERICA, N.A., as the
                                           Administrative Agent and as a Lender

                                           By: /s/ Authorized Officer
                                              ----------------------------------

                                           Name: _______________________________

                                           Title: ______________________________







                                           BANC OF AMERICA SECURITIES, as Sole
                                           Lead Arranger and Sole Book Manager


                                           By: /s/ Authorized Officer
                                              ----------------------------------

                                           Name: _______________________________

                                           Title: ______________________________








                                           ____________________________________,
                                           as a Lender


                                           By: /s/ Authorized Officer
                                              ----------------------------------

                                           Name: _______________________________

                                           Title: ______________________________











                                  SCHEDULE 2.01



- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 TRANCHE
                                                REVOLVING LOAN            PRO RATA            A-1 TERM LOAN             PRO RATA
                 LENDER                           COMMITMENT                SHARE               COMMITMENT                SHARE
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Bank of America, N.A.                          $ 78,120,552.32           9.765069040%        $ 21,626,105.67          5.672421159%
- ---------------------------------------------------------------------------------------------------------------------------------
Mizuho Corporate Bank Ltd.                       46,690,476.19           5.836309524%          16,214,880.96          4.253083530%
- ----------------------------------------------------------------------------------------------------------------------------------
Bank of Tokyo -  Mitsubishi Trust                45,000,000.00           5.625000000%          20,000,000.00          5.245901639%
Company
- ----------------------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia                          40,000,000.00           5.000000000%                   0.00
- ----------------------------------------------------------------------------------------------------------------------------------
Scotiabanc Inc.                                           0.00           0.000000000%          19,062,500.00          5.000000000%
- ----------------------------------------------------------------------------------------------------------------------------------
HSBC Bank USA, N.A.                              37,300,000.00           4.662500000%           8,700,000.00          2.281967213%
- ----------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank Trust Company Americas             36,904,761.90           4.613095238%           7,770,238.07          2.038095231%
- ----------------------------------------------------------------------------------------------------------------------------------
ABN Amro Bank N.V.                               33,523,809.50           4.190476188%          14,706,547.63          3.857455116%
- ----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse, Cayman Islands Branch             31,857,142.85           3.982142856%          10,762,515.28          2.822954828%
- ----------------------------------------------------------------------------------------------------------------------------------
Bank of China, New York Branch                   30,714,285.72           3.839285715%           9,285,714.28          2.435597188%
- ----------------------------------------------------------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation              30,476,190.48           3.809523810%          38,880,952.37         10.198282589%
- ----------------------------------------------------------------------------------------------------------------------------------
Suntrust Bank                                    30,298,493.81           3.787311726%          15,243,196.19          3.998215394%
- ----------------------------------------------------------------------------------------------------------------------------------
Calyon New York Branch                           29,200,000.00           3.650000000%          15,800,000.00          4.144262295%
- ----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank, N.A.                        28,190,476.20           3.523809525%           8,214,880.90          2.154722859%
- ----------------------------------------------------------------------------------------------------------------------------------
KeyBank National Association                     28,190,476.00           3.523809500%          10,223,321.00          2.681526820%
- ----------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs Credit Partners LP                 25,891,774.89           3.236471861%           2,346,138.55          0.615380603%
- ----------------------------------------------------------------------------------------------------------------------------------
National City Bank                               24,000,000.00           3.000000000%          16,000,000.00          4.196721311%
- ----------------------------------------------------------------------------------------------------------------------------------
Barclays Bank PLC                                23,619,048.00           2.952381000%           7,104,167.00          1.863388066%
- ----------------------------------------------------------------------------------------------------------------------------------
ING Capital LLC                                  23,619,048.00           2.952381000%          10,520,000.00          2.759344262%
- ----------------------------------------------------------------------------------------------------------------------------------
Sovereign Bank                                   23,619,047.62           2.952380953%           1,287,738.11          0.337767373%
- ----------------------------------------------------------------------------------------------------------------------------------
Credit Industriel et Commercial                  21,774,891.77           2.721861471%           7,669,913.43          2.011780572%
- ----------------------------------------------------------------------------------------------------------------------------------











- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
The Norinchukin Bank, New York Branch            20,000,000.00           2.500000000%          10,000,000.00          2.622950820%
- ----------------------------------------------------------------------------------------------------------------------------------
The Bank of New York                             19,047,620.00           2.380952500%           9,077,381.00          2.380952393%
- ----------------------------------------------------------------------------------------------------------------------------------
Governor & Company of the Bank of                19,047,619.05           2.380952381%           5,550,595.24          1.455893833%
Ireland
- ----------------------------------------------------------------------------------------------------------------------------------
United Overseas Bank Limited, New York           18,761,904.76           2.345238095%          16,882,738.11          4.428259176%
Agency
- ----------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Capital Corporation                15,023,809.52           1.877976190%          14,769,047.63          3.873848559%
- ----------------------------------------------------------------------------------------------------------------------------------
Allied Irish Banks PLC                           15,000,000.00           1.875000000%          15,000,000.00          3.934426230%
- ----------------------------------------------------------------------------------------------------------------------------------
Peoples Bank                                     11,428,571.42           1.428571428%           8,571,428.58          2.248243562%
- ----------------------------------------------------------------------------------------------------------------------------------
Erste Bank                                        7,700,000.00           0.962500000%          12,300,000.00          3.226229508%
- ----------------------------------------------------------------------------------------------------------------------------------
General Electric Capital Corporation              5,000,000.00           0.625000000%          20,000,000.00          5.245901639%
- ----------------------------------------------------------------------------------------------------------------------------------
Sumitomo Trust and Banking Co., Ltd.,                     0.00           0.000000000%           3,950,000.00          1.036065574%
New York Branch
- ----------------------------------------------------------------------------------------------------------------------------------
PB Capital Corporation                                    0.00           0.000000000%           3,730,000.00          0.978360656%
- ----------------------------------------------------------------------------------------------------------------------------------
Total                                          $800,000,000.00         100.000000000%        $381,250,000.00        100.000000000%
- ----------------------------------------------------------------------------------------------------------------------------------

EX-10.37

                                                                   EXHIBIT 10.37

                                 FIRST AMENDMENT
                                       TO
               AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT

            This FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES TRANSFER
AGREEMENT (this "AMENDMENT"), is entered into as of October 1, 2005 by and among
(a) FSI Receivables Company LLC, a Delaware limited liability company
("TRANSFEROR"), (b) Fisher Scientific International Inc., a Delaware corporation
("PARENT"), as initial Servicer, (c) Atlantic Asset Securitization Corp., a
Delaware corporation ("ATLANTIC" or a "CONDUIT"), and Liberty Street Funding
Corp., a Delaware corporation ("LIBERTY STREET" or a "CONDUIT"), (d) Calyon New
York Branch, a French chartered bank acting through its New York branch
("CALYON" and, together with Atlantic, the "ATLANTIC GROUP"), The Bank of Nova
Scotia, a Canadian chartered bank acting through its New York Agency
("SCOTIABANK" and, together with Liberty Street, the "LIBERTY STREET GROUP"),
(e) Calyon, in its capacity as agent for the Atlantic Group (a "CO-AGENT"),
Scotiabank, in its capacity as agent for the Liberty Street Group (a
"CO-AGENT"), and (f) Scotiabank, in its capacity as administrative agent for the
Atlantic Group, the Liberty Street Group and the Co-Agents (in such capacity,
together with its successors and assigns, the "ADMINISTRATIVE AGENT" and,
together with each of the Co-Agents, the "AGENTS"). Unless defined elsewhere
herein, capitalized terms used in this Amendment shall have the meanings
attributed to such terms in Exhibit I to the Receivables Transfer Agreement (as
defined below) or, if not defined in the Receivables Transfer Agreement, the
meanings attributed to such term in the Receivables Purchase Agreement
referenced therein.

                                    RECITALS

            WHEREAS, Transferor, Parent, the Atlantic Group, the Liberty Street
Group and the Agents are parties to that certain Amended and Restated
Receivables Transfer Agreement dated as of February 4, 2005 (the "RECEIVABLES
TRANSFER AGREEMENT" ); and

            WHEREAS, Transferor, Parent, the Atlantic Group, the Liberty Street
Group and the Agents desire to amend certain provisions of the Receivables
Transfer Agreement as herein set forth.

            NOW, THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, Transferor, Parent, the
Atlantic Group, the Liberty Street Group and the Agents hereby agree as follows:

SECTION 1. AMENDMENTS.

            1.1. The following new definitions are hereby inserted in their
appropriate alphabetical order in Exhibit I to the Receivables Transfer
Agreement:

            "DEMAND ADVANCE" means an advance of Excess Cash made by Transferor
      to Parent prior to the Amortization Date which (i) is payable on demand,
      (ii) bears interest at a market rate in excess of Transferor's cost of
      funds, and (ii) is evidenced by the Demand Note.

            "DEMAND NOTE" means that certain demand note dated October 1, 2005
      made by Transferor in favor of Parent in the form of Exhibit XI hereto.

            "EXCESS CASH" means, on any date of determination, cash of
      Transferor which is not (a) needed to pay for Receivables under the
      Receivables Purchase Agreement, (b) needed to pay Transferor's operating
      expenses for a period of at least the next 30 days, or (c) known by the
      Transferor to be required to be paid to any of the Agents or the
      Purchasers pursuant to the Transaction Documents on the next Settlement
      Date.

            1.2. The definition of "Related Security" in Exhibit I to the
Receivables Transfer Agreement is hereby amended and restated in its entirety to
read as follows:

            "RELATED SECURITY" means, with respect to any Receivable:

            (i) all "Related Security" under and as defined in the Receivables
      Purchase Agreement in which Transferor now has or hereafter acquires any
      right, title or interest,

            (ii) all of Transferor's right, title and interest in, to and under
      the Receivables Purchase Agreement in respect of such Receivable and all
      of Transferor's right, title and interest in, to and under the Performance
      Undertaking,

            (iii) all of Transferor's right, title and interest in, to and under
      the Demand Note and all Demand Advances evidenced thereby; and

            (iv) all proceeds of any of the foregoing.

Transferor hereby confirms that pursuant to the Receivables Transfer Agreement
as amended hereby, the Administrative Agent has been granted a security interest
in all of Transferor's right, title and interest in, to and under the Demand
Note and the Demand Advances.

            1.3. The definition of "Transaction Documents" in Exhibit I to the
Receivables Transfer Agreement is hereby amended and restated in its entirety to
read as follows:

            "TRANSACTION DOCUMENTS" means, collectively, this Agreement, each
      Transfer Notice, the Receivables Purchase Agreement, each Collection
      Account Agreement, each Joinder Agreement, the Performance Undertaking,
      the Fee Letters, the Liquidity Agreements, the Demand Note, and all other
      instruments, documents and agreements executed and delivered in connection
      herewith.

            1.4. A new Exhibit XI is hereby added to the Receivables Transfer
Agreement which reads as set forth in Annex A hereto.

            1.5. The following new sentence is hereby added to the end of
Section 2.1 of the Receivables Transfer Agreement:


                                       2

            If, on any Settlement Date, the Collections are insufficient to pay
      any Obligations that are then due, Transferor will make demand upon the
      Parent for payment of the Demand Advances in an amount at least equal to
      the lesser of (x) the amount of such insufficiency, or (y) the aggregate
      outstanding principal balance of the Demand Advances, together with all
      accrued and unpaid interest thereon at the rate specified in the Demand
      Note, and any payments received from the Parent shall be distributed in
      accordance with Section 2.2 or 2.3, as applicable, as though they were
      Collections.

            1.6. The following new Section 2.3(c) is hereby added to the
Receivables Transfer Agreement:

            (c) On the Amortization Date, Transferor shall make demand upon the
      Parent for payment in full of the Demand Advances, together with all
      accrued and unpaid interest thereon, and any payments received from the
      Parent shall be distributed in accordance with this Section 2.3 as though
      they were Collections.

            1.7. Section 7.1(i)(L) of the Receivables Transfer Agreement is
hereby amended to delete "this Agreement and the Receivables Purchase Agreement"
where it appears in the fourth line thereof and to substitute in lieu thereof
"the Transaction Documents".

            1.8. Section 9.2 of the Receivables Transfer Agreement is hereby
amended to insert the following language before the comma at the end of clause
(iii) thereof:

      and make demand for payment of the Demand Advances and all interest
      accrued and unpaid interest thereon.

SECTION 2. CONDITIONS TO EFFECTIVENESS; EFFECTIVE DATE.

            This Amendment will be effective as of the date hereof upon the
satisfaction of the following conditions precedent:

            (a) Execution and delivery of this Amendment by the Transferor,
Parent, the Atlantic Group, the Liberty Street Group and the Agents, and

            (b) Execution of the Demand Note by Parent and endorsement and
delivery thereof by the Transferor to the Administrative Agent to be held as
collateral under the Receivables Transfer Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

            In order to induce the Atlantic Group and the Liberty Street Group
to enter into this Amendment, each Transferor Party hereby represents and
warrants to the Agents and the Transferees, as to itself, as of the date hereof
and as of the date of each Incremental Transfer and the date of each
Reinvestment, that:

            (a) Each representation and warranty contained in the Receivables
Transfer Agreement and in each Transaction Document, after giving effect to this
Amendment, is true and


                                       3

correct in all material respects as of the date hereof, except to the extent
that such representation or warranty expressly relates to an earlier date, in
which case, such representation and warranty is true and correct in all material
respects as of such earlier date.

            (b) The execution, delivery and performance by it of this Amendment
has been duly authorized by all necessary corporate action required on its part
and this Amendment is its legal, valid and binding obligation enforceable
against it in accordance with its terms, except as its enforceability may be
affected by the effect of bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights or remedies of creditors generally.

            (c) Neither its execution, delivery and performance of this
Amendment nor the consummation of the transactions contemplated hereby does or
shall contravene, result in a breach of, or violate (i) any provision of its
organizational documents, (ii) any law or regulation, or any order or decree of
any court or government instrumentality, or (iii) any indenture, mortgage, deed
of trust, lease, agreement or other instrument to which it is a party or by
which it or any of its property is bound, except in any such case to the extent
such conflict or breach has been waived by a written waiver document, a copy of
which has been delivered to Agents on or before the date hereof.

            (d) After giving effect to this Amendment, no Amortization Event or
Potential Amortization Event has occurred and is continuing.

SECTION 4. REFERENCE TO AND EFFECT UPON THE RECEIVABLES TRANSFER AGREEMENT.

            (a) Except as specifically set forth above, the Receivables Transfer
Agreement and the other Transaction Documents shall remain in full force and
effect and are hereby ratified and confirmed.

            (b) The amendments set forth herein are effective solely for the
purposes set forth herein and shall be limited precisely as written, and shall
not be deemed to (i) be a consent to any amendment, waiver or modification of
any other term or condition of the Receivables Transfer Agreement or any other
Transaction Document, (ii) operate as a waiver or otherwise prejudice any right,
power or remedy that the Agents may now have or may have in the future under or
in connection with the Receivables Transfer Agreement or any other Transaction
Document or (iii) constitute a waiver of any provision of the Receivables
Transfer Agreement or any Transaction Document, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference in the
Receivables Transfer Agreement to "this Agreement", "herein", "hereof" and words
of like import and each reference in the Receivables Transfer Agreement and the
Transaction Documents to the Receivables Transfer Agreement shall mean the
Receivables Transfer Agreement as amended hereby. This Amendment shall be
construed in connection with and as part of the Receivables Transfer Agreement.



                                       4

SECTION 5. COSTS AND EXPENSES.

            As provided in Section 10.2 of the Receivables Transfer Agreement,
Transferor agrees to reimburse Agents for all fees, costs and expenses,
including the reasonable fees, costs, and expenses of counsel in connection with
this Amendment.

SECTION 6. GOVERNING LAW.

            THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF OTHER THAN SECTION 5-1401 ET SEQ. OF THE GENERAL OBLIGATIONS
LAW.

SECTION 7. COUNTERPARTS; SEVERABILITY; SECTION REFERENCES.

            This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Amendment. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of a signature page to this
Amendment. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.

SECTION 8. CONFIDENTIALITY.

            The matters set forth herein are subject to Section 13.5 of the
Receivables Transfer Agreement, which is incorporated herein by reference.

                            [signature pages follow]


                                       5

            IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.


FSI RECEIVABLES COMPANY LLC, AS TRANSFEROR

By: /s/ Kevin P. Clark
    ---------------------------------
    Name:  Kevin P. Clark
    Title: Vice President and Chief
           Financial Officer


FISHER SCIENTIFIC INTERNATIONAL INC., AS SERVICER

By: /s/ Kevin P. Clark
    ---------------------------------
    Name:  Kevin P. Clark
    Title: Vice President and Chief
           Financial Officer


                                       6

THE BANK OF NOVA SCOTIA, INDIVIDUALLY, AS LIBERTY STREET AGENT AND AS
ADMINISTRATIVE AGENT


By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


LIBERTY STREET FUNDING CORP.

By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:



                                       7

CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC AGENT


By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


ATLANTIC ASSET SECURITIZATION CORP.

BY: CALYON NEW YORK BRANCH, AS ATTORNEY-IN-FACT

By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:

By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


                                       8

                                                                         ANNEX A

                                   EXHIBIT XI

                              [FORM OF] DEMAND NOTE

                                                                 October 1, 2005

            FOR VALUE RECEIVED, on the earlier of (i) demand and (ii) October 1,
2020, Fisher Scientific International Inc., a Delaware corporation (together
with its successors, the "MAKER"), promises to pay to FSI Receivables Company
LLC, a Delaware limited liability company (together with its successors and
assigns, the "PAYEE"), the aggregate principal amount advanced by the Payee to
the Maker from time to time on or after the date hereof, together with interest
thereon from the date advanced to but excluding the date when paid as
hereinafter provided.

            The Maker promises to pay interest in arrears quarterly on the fifth
Business Day (as defined below) of the month immediately following each accrual
period. As used herein, the term "BUSINESS DAY" shall mean each banking day in
New York, New York. The accrual periods will run from the first day in October,
January, April and July through the last day in December, March, June and
September, respectively. The first interest payment will be made on January 6,
2006, and thereafter on the fifth Business Day of each of April, July, October
and January on the unpaid principal balance of each advance made hereunder
(each, a "LOAN") at a rate per annum (computed for actual days elapsed on the
basis of a year consisting of 360 days) equal to the sum of 3-month LIBOR plus
100 basis points prior to maturity, As used herein, "LIBOR" shall mean, for any
3-month period, the rate per annum which appears on a Bloomberg L.P. terminal,
displayed under the address "US0003M  Q " effective as of 11:00 a.m.
(London time), two Business Days prior to the beginning of the accrual period.

            The Payee is hereby authorized and directed to record the date and
amount of each Loan made hereunder, together with interest accrued thereon, in
its financial records in accordance with generally accepted accounting
practices.

            All payments of principal and interest hereunder shall be made in
immediately available funds, without deduction for setoff, counterclaim or taxes
of any kind, to the bank account from time to time specified in writing by the
Payee.

            If (i) the Maker or any of its subsidiaries shall generally not pay
its debts as such debts become due or shall admit in writing its inability to
pay its debts generally or shall make a general assignment for the benefit of
creditors; (ii) any proceeding shall be instituted by the Maker or any of its
subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or other similar
official for it or any substantial part of its property, (iii) any proceeding of
the type described in the preceding clause (ii) shall be instituted against the
Maker or any of its


                                       9

subsidiaries and shall continue undismissed, or unstayed and in effect, for a
period of 60 consecutive days; or (iv) an order for relief in respect of the
Maker or any of its subsidiaries shall be entered in an involuntary case under
the federal bankruptcy laws or other similar laws now or hereafter in effect, or
(v) the Maker or any of its subsidiaries shall take any corporate action to
authorize any of the actions set forth in clauses (i) or (ii) above in this
paragraph, the Loans shall immediately become due and payable without any
election, action or notice on the part of the Payee, and the Maker hereby waives
presentment, demand, protest or notice of any kind to the maximum extent
permitted by applicable law.

            The Maker promises to pay all reasonable expenses of the Payee
incurred in connection with the collection and enforcement hereof, including,
without limitation, the reasonable fees and disbursements of counsel to the
Payee.

            THIS DEMAND NOTE AND THE LOANS SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).

            THE MAKER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS DEMAND NOTE OR THE LOANS AND THE MAKER HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE
AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT
OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE
RIGHT OF THE PAYEE TO BRING PROCEEDINGS AGAINST THE MAKER IN THE COURTS OF ANY
OTHER JURISDICTION WHEREIN ANY ASSETS OF THE MAKER MAY BE LOCATED.

            THE MAKER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS DEMAND NOTE OR THE LOANS.

                                       10

            The Maker hereby acknowledges that the Payee has pledged all of its
existing and hereafter arising right, title and interest in, to and under this
Demand Note and the Loans to The Bank of Nova Scotia, a Canadian chartered bank
acting through its New York Agency, in its capacity as administrative agent for
various transferees of interests in the Payee's receivables (including itself,
Atlantic Asset Securitization Corp., Liberty Street Funding Corp., Calyon New
York Branch, and their respective successors assigns).

                        FISHER SCIENTIFIC INTERNATIONAL INC.


                        By:
                           ---------------------------------
                        Name:
                        Title:


                                       11

EX-10.40

                                                                   EXHIBIT 10.40

                       WAIVER AND OMNIBUS SECOND AMENDMENT

            This WAIVER AND OMNIBUS SECOND AMENDMENT (this "AMENDMENT"), is
entered into as of October 11, 2005 by and among (a) FSI Receivables Company
LLC, a Delaware limited liability company ("FSIRC"), (b) Fisher Scientific
International Inc., a Delaware corporation, as Servicer and as Originator Agent
(in either capacity, "PARENT"), (c) Cole-Parmer Instrument Company, an Illinois
corporation, Fisher Clinical Services Inc., a Pennsylvania corporation, Fisher
Hamilton L.L.C., a Delaware limited liability company, and Fisher Scientific
Company L.L.C., a Delaware limited liability company (each of the foregoing, an
"ORIGINATOR" and collectively, the "ORIGINATORS"), (d) Atlantic Asset
Securitization Corp., a Delaware corporation ("ATLANTIC" or a "CONDUIT"), and
Liberty Street Funding Corp., a Delaware corporation ("LIBERTY STREET" or a
"CONDUIT"), (e) Calyon New York Branch, a French chartered bank acting through
its New York branch ("CALYON" and, together with Atlantic, the "ATLANTIC
GROUP"), The Bank of Nova Scotia, a Canadian chartered bank acting through its
New York Agency ("SCOTIABANK" and, together with Liberty Street, the "LIBERTY
STREET GROUP"), (f) Calyon, in its capacity as agent for the Atlantic Group (a
"CO-AGENT"), Scotiabank, in its capacity as agent for the Liberty Street Group
(a "CO-AGENT"), and (g) Scotiabank, in its capacity as administrative agent for
the Atlantic Group, the Liberty Street Group and the Co-Agents (in such
capacity, together with its successors and assigns, the "ADMINISTRATIVE AGENT"
and, together with each of the Co-Agents, the "AGENTS"). Unless defined
elsewhere herein, capitalized terms used in this Amendment shall have the
meanings attributed to such terms in Exhibit I to the Receivables Transfer
Agreement (as defined below) or, if not defined in the Receivables Transfer
Agreement, the meanings attributed to such term in the Receivables Purchase
Agreement (as defined below).

                                    RECITALS

            WHEREAS, FSIRC, Parent and the Originators are parties to that
      certain Amended and Restated Receivables Purchase Agreement dated as of
      February 14, 2003, as amended by that certain First Amendment to Amended
      and Restated Receivables Purchase Agreement dated as of February 4, 2005
      (as so amended, the "RECEIVABLES PURCHASE AGREEMENT");

            WHEREAS, FSIRC, Parent, the Atlantic Group, the Liberty Street Group
      and the Agents are parties to that certain Amended and Restated
      Receivables Transfer Agreement dated as of February 4, 2005 (the
      "RECEIVABLES TRANSFER AGREEMENT" and, together with the Receivables
      Purchase Agreement, the "AGREEMENTS"); and

            WHEREAS, FSIRC, Parent, the Atlantic Group, the Liberty Street Group
      and the Agents desire to waive and amend certain provisions of the
      Agreements as herein set forth.

            NOW, THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration the receipt
and sufficiency

of which are hereby acknowledged, FSIRC, Parent, the Originators, the Atlantic
Group, the Liberty Street Group and the Agents hereby agree as follows:

SECTION 1. AMENDMENTS. Exhibit III to the Receivables Purchase Agreement and
Exhibit IV to the Receivables Transfer Agreement are hereby amended and restated
in their entirety to read as set forth in Annex A hereto, with retroactive
effect to the date each Collection Account was established for purposes of the
representations and warranties made pursuant to Sections 2.1(j) and 2.1(l) of
the Receivables Purchase Agreement and Sections 5.1(j) and 5.1(l) of the
Receivables Transfer Agreement.

SECTION 2. WAIVERS.

            (a) FSIRC, the Agents and the Transferees hereby waive any
Termination Event that may resulted from any breach of Section 2.1(j), 2.1(l),
4.1(i) or 4.2(b) of the Receivables Purchase Agreement occurring prior to the
date hereof so long as no such breach is continuing as of the date hereof.

            (b) The Agents and the Transferees hereby waive any Amortization
Event that may resulted from any breach of Section 5.1(j), 5.1(l), 7.1(g),
7.1(h), 7.1(j), 7.2(b), 8.1(c), 8.2(b) or 8.2(c) of the Receivables Transfer
Agreement occurring prior to the date hereof so long as no such breach is
continuing as of the date hereof.

SECTION 3. CONDITIONS TO EFFECTIVENESS; EFFECTIVE DATE.

            This Amendment will be effective as of the date hereof upon the
satisfaction of the following conditions precedent:

            (a) Execution and delivery of this Amendment by the FSIRC, Parent,
the Originators, the Atlantic Group, the Liberty Street Group and the Agents,
and

            (b) Execution and delivery by FSIRC, the Agent and Bank of America,
N.A. of an amendment to the Deposit Account Control Agreement dated as of
October 4, 2004, as heretofore amended, adding each of the new Lockboxes and
Collection Accounts thereto.

            (c) FSIRC shall have paid to each of the Co-Agents in immediately
available funds a fully-earned and nonrefundable waiver fee of $10,000 per
Co-Agent.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

            In order to induce the Atlantic Group and the Liberty Street Group
to enter into this Amendment, each of FSIRC, Parent and the Originators hereby
represents and warrants to the Agents and the Transferees, as to itself, as of
the date hereof, that:

            (a) Each of its representations and warranties contained in each
Transaction Document to which it is a party is, after giving effect to this
Amendment, true and correct in all material respects as of the date hereof,
except to the extent that such representation or warranty


                                        2

expressly relates to an earlier date, in which case, such representation and
warranty is true and correct in all material respects as of such earlier date.

            (b) The execution, delivery and performance by it of this Amendment
has been duly authorized by all necessary corporate action required on its part
and this Amendment is its legal, valid and binding obligation enforceable
against it in accordance with its terms, except as its enforceability may be
affected by the effect of bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights or remedies of creditors generally.

            (c) Neither its execution, delivery and performance of this
Amendment nor the consummation of the transactions contemplated hereby does or
shall contravene, result in a breach of, or violate (i) any provision of its
organizational documents, (ii) any law or regulation, or any order or decree of
any court or government instrumentality, or (iii) any indenture, mortgage, deed
of trust, lease, agreement or other instrument to which it is a party or by
which it or any of its property is bound, except in any such case to the extent
such conflict or breach has been waived by a written waiver document, a copy of
which has been delivered to Agents on or before the date hereof.

SECTION 5. REFERENCE TO AND EFFECT UPON THE RECEIVABLES TRANSFER AGREEMENT.

            (a) Except as specifically set forth above, the Agreements and the
other Transaction Documents shall remain in full force and effect and are hereby
ratified and confirmed.

            (b) The waivers and amendments set forth herein are effective solely
for the purposes set forth herein and shall be limited precisely as written, and
shall not be deemed to (i) be a consent to any amendment, waiver or modification
of any other term or condition of the Agreements or any other Transaction
Document, (ii) operate as a waiver or otherwise prejudice any right, power or
remedy that the Agents may now have or may have in the future under or in
connection with the Agreements or any other Transaction Document or (iii)
constitute a waiver of any provision of the Agreements or any other Transaction
Document, except as specifically set forth herein. Upon the effectiveness of
this Amendment, each reference in either of the Agreements to "this Agreement",
"herein", "hereof" and words of like import and each reference in either of the
Agreements and the other Transaction Documents to one of the Agreements shall
mean the Receivables Purchase Agreement or Receivables Transfer Agreement, as
applicable, as amended hereby. This Amendment shall be construed in connection
with and as part of the Agreements.

SECTION 6. COSTS AND EXPENSES.

            As provided in Section 10.4 of the Receivables Transfer Agreement,
FSIRC agrees to reimburse Agents for all fees, costs and expenses, including the
reasonable fees, costs, and expenses of counsel in connection with this
Amendment.


                                       3

SECTION 7. GOVERNING LAW.

            THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF OTHER THAN SECTION 5-1401 ET SEQ. OF THE GENERAL OBLIGATIONS
LAW.

SECTION 8. COUNTERPARTS; SEVERABILITY; SECTION REFERENCES.

            This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Amendment. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of a signature page to this
Amendment. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.

                            [signature pages follow]

                                       4

            IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.

FSI RECEIVABLES COMPANY LLC, AS FSIRC

By: /s/ Chetan P. Mehta
    ------------------------------------
    Name: Chetan P. Mehta
    Title:  Assistant Treasurer


FISHER SCIENTIFIC INTERNATIONAL INC., AS SERVICER AND AS ORIGINATOR AGENT


By: /s/ Chetan P. Mehta
    ------------------------------------
    Name: Chetan P. Mehta
    Title: Vice President and Treasurer

COLE-PARMER INSTRUMENT COMPANY, AS AN ORIGINATOR

By: /s/ Chetan P. Mehta
    ------------------------------------
    Name: Chetan P. Mehta
    Title: Assistant Treasurer


FISHER CLINICAL SERVICES INC., AS AN ORIGINATOR

By: /s/ Chetan P. Mehta
    ------------------------------------
    Name: Chetan P. Mehta
    Title: Assistant Treasurer


FISHER HAMILTON L.L.C., AS AN ORIGINATOR

By: /s/ Chetan P. Mehta
    ------------------------------------
    Name: Chetan P. Mehta
    Title: Assistant Treasurer


                                       5

FISHER SCIENTIFIC COMPANY L.L.C., AS AN ORIGINATOR

By: /s/ Chetan P. Mehta
    ------------------------------------
    Name: Chetan P. Mehta
    Title: Assistant Treasurer


                                       6

THE BANK OF NOVA SCOTIA, INDIVIDUALLY, AS LIBERTY STREET AGENT AND AS
ADMINISTRATIVE AGENT


By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


LIBERTY STREET FUNDING CORP.

By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


                                       7

CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC AGENT


By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:

By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


ATLANTIC ASSET SECURITIZATION CORP.

BY: CALYON NEW YORK BRANCH, AS ATTORNEY-IN-FACT


By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:

By: /s/ Authorized Officer
    ---------------------------------
    Name:
    Title:


                                       8

                                                                         ANNEX A

                                EXHIBIT [III/IV]

                 NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS

                                 As of 10/11/05



Entity                                   Bank       Location       Lockbox #   Account #
- ------                                   ----       --------       ---------   ---------
                                                                   
Fisher Scientific Company L.L.C.         Mellon +   Pittsburgh     360153
Fisher Scientific Company L.L.C.         Mellon +   Pittsburgh     371743
Fisher Scientific Company L.L.C.         Mellon +   Chicago        10119
Fisher Scientific Company L.L.C.         Mellon +   Los Angeles    21160
Fisher Scientific Company L.L.C.*        BofA       Chicago        13551
Fisher Scientific Company L.L.C.*        BofA       Los Angeles    File 50129
Fisher Scientific Company L.L.C.*        BofA       Boston         3648
Fisher Scientific Company L.L.C.*        BofA       Atlanta        404705      3756570069

Fisher Hamilton L.L.C.*                  Mellon +   Pittsburgh     371926
Fisher Hamilton L.L.C.*                  BofA       Chicago        13751       3756606195

Cole-Parmer Instrument Co.*              Mellon +   Chicago        10464
Cole-Parmer Instrument Co.*              BofA       Chicago        13927       3756231696
                                                                               3756231683

Fisher Clinical Services Inc.*           Mellon +   Philadelphia   4155
Fisher Clinical Services Inc.*           BofA       Chicago        13741       3756606373



* (transferred into FSI Receivables      + (to be
Company LLC's name)                      closed)



                                       9

EX-12.01

                                                                   EXHIBIT 12.01

                      FISHER SCIENTIFIC INTERNATIONAL INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                       (IN MILLIONS, EXCEPT RATIO AMOUNTS)







                                                                              Year Ended December 31,
                                                           -------         -------      ------     -------      ------
                                                            2005             2004        2003        2002        2001
                                                           -------         -------      ------     -------      ------
                                                                                                 
Pre-tax income from continuing operations
     before adjustment for loss from equity investees      $ 485.5         $ 186.6     $  94.9     $ 142.6     $  36.3
                                                           =======         =======     =======     =======     =======



Fixed Charges:

Interest expense and amortization of debt discount and
     premium on all indebtedness                           $ 109.3         $ 104.8     $  84.8     $ 91.3      $  99.5

20% of rental expense                                          8.9             7.4         4.7         4.6         4.1
                                                           -------         -------     -------     -------     -------
     Total fixed charges                                   $ 118.2         $ 112.2     $  89.5     $  95.9     $ 103.6
                                                           =======         =======     =======     =======     =======


Pre-tax income from continuing operations
     before adjustment for loss from equity investees
     plus fixed charges                                    $ 603.7         $ 298.8     $ 184.4     $ 238.5     $ 139.9



Ratio of Earnings to Fixed Charges (A)                        5.11            2.66        2.06        2.49        1.35


(A)   For the purpose of computing the ratio of earnings to fixed charges,
      earnings consist of income before provision for income taxes and before
      adjustment for loss from equity investees plus fixed charges. Fixed
      charges consist of interest charges, amortization of debt discount or
      premium related to indebtedness, whether expensed or capitalized, and that
      portion of rental expense we believe to be representative of interest.

EX-21.01

                                                                               .
                                                                               .
                                                                               .

                                                                   Exhibit 21.01


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
236 PERINTON PARKWAY, LLC                                   New York
ABGENE INC.                                                 Delaware
ABGENE LIMITED                                              United Kingdom
ABGENE SAS                                                  France
AOT APS                                                     Denmark
ARG SERVICES LLC                                            Delaware
ACROS ORGANICS B.V.B.A.                                     Belgium
ADVANCED BIOENZYMES LIMITED                                 United Kingdom
ADVANCED BIOPLASTICS LIMITED                                United Kingdom
ADVANCED BIOTECHNOLOGIES LIMITED                            United Kingdom
ALCHEMATRIX LLC                                             Delaware
ALCHEMATRIX, INC.                                           Delaware
APOGENT DENMARK APS                                         Denmark
APOGENT DEUTSCHLAND GMBH                                    Braunschweig
APOGENT FINANCE COMPANY                                     Delaware
APOGENT HOLDING COMPANY                                     Delaware
APOGENT HOLDINGS APS                                        Denmark
APOGENT ROBOTICS GROUP LIMITED                              United Kingdom
APOGENT ROBOTICS LIMITED                                    United Kingdom
APOGENT SERVICE CORPORATION                                 Delaware
APOGENT TECHNOLOGIES INC.                                   Wisconsin
APOGENT TRANSITION CORP.                                    Delaware
APOGENT U.K. LIMITED                                        United Kingdom
APPLIED SCIENTIFIC CORPORATION                              California
AVANTEC SARL                                                France
BT CANADA HOLDINGS INC.                                     Delaware
BARNSTEAD THERMOLYNE CORPORATION                            Delaware
BIOCHEMICAL SCIENCES LLC                                    Delaware
BIOTECH LINE A/S                                            Denmark
BUMI-SAINS SENDIRIAN BERHAD                                 Malaysia
CAPITOL SCIENTIFIC PRODUCTS, INC.                           New York
CAPITOL VIAL, INC.                                          Alabama
CASA ROCAS, S. DE R.L. DE C.V.                              Mexico
CELL IMAGING SYSTEMS, LLC                                   Delaware
CELLOMICS, INC.                                             Delaware
CHASE SCIENTIFIC GLASS, INC.                                Wisconsin
CHROMACOL LIMITED                                           United Kingdom
COLE-PARMER CANADA INC.                                     Nova Scotia
COLE-PARMER INSTRUMENT (SHANGHAI) CO., LTD.                 Shanghai
COLE-PARMER INSTRUMENT COMPANY                              Illinois


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
COLE-PARMER INSTRUMENT COMPANY LIMITED                      United Kingdom
COLUMBIA DIAGNOSTICS, INC.                                  Delaware
CONSOLIDATED TECHNOLOGIES, INC.                             Wisconsin
CONSULTORES FISHER SCIENTIFIC CHILE LTDA.                   Chile
CORIMEX S.A.                                                Costa Rica
DHARMACON, INC.                                             Delaware
DUKE SCIENTIFIC CORPORATION                                 California
DYOMICS GMBH                                                Germany
EP SCIENTIFIC PRODUCTS LLC                                  Delaware
ECOCHEM N.V.                                                Belgium
ELECTROTHERMAL ENGINEERING LIMITED                          United Kingdom
EPOXYN PRODUCTS L.L.C.                                      Delaware
EPSOM GLASS INDUSTRIES LIMITED                              United Kingdom
ERIE ELECTROVERRE S.A.                                      Switzerland
ERIE SCIENTIFIC COMPANY                                     Delaware
ERIE SCIENTIFIC COMPANY OF PUERTO RICO                      Delaware
ERIE SCIENTIFIC HUNGARY KFT                                 Hungary
ERIE U.K. LIMITED                                           United Kingdom
ERIE UK HOLDING COMPANY                                     Delaware
ERIE-WATALA GLASS COMPANY LIMITED                           Hong Kong
EUTECH INSTRUMENTS EUROPE B.V.                              Netherlands
EUTECH INSTRUMENTS PTE LTD                                  Singapore
EUTECH INSTRUMENTS SDN. BHD                                 Malaysia
EVER READY THERMOMETER CO., INC.                            Wisconsin
FHML S. DE R.L. DE C.V.                                     Mexico
FRC HOLDING INC., V                                         Delaware
FS (BARBADOS) CAPITAL HOLDINGS LTD.                         Barbados
FS CASA ROCAS HOLDINGS LLC                                  Delaware
FS MEXICANA HOLDINGS LLC                                    Delaware
FSI RECEIVABLES COMPANY LLC                                 Delaware
FSII SWEDEN HOLDINGS AB                                     Sweden
FSII SWEDEN HOLDINGS I AB                                   Sweden
FSIR HOLDINGS (UK) LIMITED                                  U.K. (England/Wales)
FSIR HOLDINGS (US) LLC                                      Delaware
FSL HOLDING L.L.C.                                          Delaware
FSUK HOLDINGS LIMITED                                       U.K. (England/Wales)
FSWH COMPANY LLC                                            Delaware
FSWH II C.V.                                                Netherlands
FISHER (BARBADOS) HOLDING SRL                               Barbados
FISHER ALDER S.A. DE C.V.                                   Mexico


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
FISHER ASIA MANUFACTURING VENTURES INC.                     British Virgin Islands
FISHER BERMUDA HOLDINGS LIMITED                             Bermuda
FISHER BIOSERVICES INC.                                     Virginia
FISHER BIOBLOCK HOLDING II SNC                              France
FISHER BIOBLOCK HOLDING SAS                                 France
FISHER BIOBLOCK SCIENTIFIC S.A.S.                           France
FISHER BIOBLOCK SCIENTIFIC S.L.                             Spain
FISHER BIOBLOCK SCIENTIFIC SPRL                             Belgium
FISHER C W MEDICAL SDN BHD                                  Malaysia
FISHER CLP HOLDING LIMITED PARTNERSHIP                      New Brunswick
FISHER CANADA HOLDING ULC 1                                 Nova Scotia
FISHER CANADA HOLDING ULC 2                                 Nova Scotia
FISHER CANADA LIMITED                                       Ontario
FISHER CANADA LIMITED PARTNERSHIP                           New Brunswick
FISHER CHIMICA N.V.                                         Belgium
FISHER CLINICAL SERVICES AG                                 Switzerland
FISHER CLINICAL SERVICES HOLDING GMBH                       Switzerland
FISHER CLINICAL SERVICES INC.                               Pennsylvania
FISHER CLINICAL SERVICES U.K. LIMITED                       United Kingdom
FISHER EMERGO B.V.                                          Netherlands
FISHER GENETICS ASIA PTE LTD.                               Singapore
FISHER GERMANY GMBH & CO. KG                                Braunschweig
FISHER GERMANY HOLDINGS GMBH                                Braunschweig
FISHER HAMILTON L.L.C.                                      Delaware
FISHER HAMILTON MEXICO LLC                                  Delaware
FISHER HAMILTON S. DE R.L. DE C.V.                          Mexico
FISHER HOLDINGS APS                                         Denmark
FISHER HOLDINGS LUXEMBOURG SARL                             Luxembourg
FISHER INTERNET MINORITY HOLDINGS L.L.C.                    Delaware
FISHER LABORATORY SUPPLIES (SHANGHAI) CO., LTD.             Shanghai
FISHER LUXEMBOURG DANISH HOLDINGS SARL                      Luxembourg
FISHER MANUFACTURING (MALAYSIA) SDN BHD                     Malaysia
FISHER MAYBRIDGE HOLDINGS LIMITED                           United Kingdom
FISHER SCIENTIFIC (AUSTRIA) GMBH                            Austria
FISHER SCIENTIFIC (HONG KONG) LIMITED                       Hong Kong
FISHER SCIENTIFIC (M) SDN BHD                               Malaysia
FISHER SCIENTIFIC (SEA) PTE. LTD.                           Singapore
FISHER SCIENTIFIC AG                                        Switzerland
FISHER SCIENTIFIC AUSTRALIA PTY LIMITED                     Australia
FISHER SCIENTIFIC BRAZIL INC.                               Delaware


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
FISHER SCIENTIFIC CANADA HOLDINGS INC.                      Delaware
FISHER SCIENTIFIC CENTRAL AMERICA INC.                      Delaware
FISHER SCIENTIFIC CHILE INC.                                Delaware
FISHER SCIENTIFIC COLOMBIA INC.                             Delaware
FISHER SCIENTIFIC COMPANY                                   Nova Scotia
FISHER SCIENTIFIC COMPANY L.L.C.                            Delaware
FISHER SCIENTIFIC CONSULTANCY SDN BHD                       Malaysia
FISHER SCIENTIFIC CONSULTING (GUANGZHOU) LIMITED            China
FISHER SCIENTIFIC EUROPE HOLDINGS B.V.                      Netherlands
FISHER SCIENTIFIC GTF AB                                    Sweden
FISHER SCIENTIFIC GMBH                                      Germany
FISHER SCIENTIFIC HOLDING COMPANY                           Delaware
FISHER SCIENTIFIC HOLDING HK LIMITED                        Hong Kong
FISHER SCIENTIFIC HOLDING U.K., LIMITED                     United Kingdom
FISHER SCIENTIFIC HOLDINGS (M) SDN BHD                      Malaysia
FISHER SCIENTIFIC HOLDINGS (S) PTE LTD                      Singapore
FISHER SCIENTIFIC INTERNATIONAL INC.                        Delaware
FISHER SCIENTIFIC INVESTMENTS (CAYMAN), LTD.                Cayman Islands
FISHER SCIENTIFIC IRELAND HOLDING                           Ireland
FISHER SCIENTIFIC IRELAND INVESTMENTS                       Ireland
FISHER SCIENTIFIC JAPAN, LTD.                               Japan
FISHER SCIENTIFIC JERSEY ISLAND LIMITED                     Jersey
FISHER SCIENTIFIC KOREA LTD.                                Korea
FISHER SCIENTIFIC LATIN AMERICA INC.                        Delaware
FISHER SCIENTIFIC LUXEMBOURG S.A.R.L.                       Luxembourg
FISHER SCIENTIFIC MEXICANA, S. DE R.L. DE C.V.              Mexico
FISHER SCIENTIFIC MEXICO INC.                               Delaware
FISHER SCIENTIFIC MIDDLE EAST AND AFRICA INC.               Delaware
FISHER SCIENTIFIC MIDDLE EAST AND AFRICA L.L.C.             Egypt
FISHER SCIENTIFIC OPERATING COMPANY                         Delaware
FISHER SCIENTIFIC OXOID HOLDINGS LTD.                       United Kingdom
FISHER SCIENTIFIC PERU INC.                                 Delaware
FISHER SCIENTIFIC PTE LTD                                   Singapore
FISHER SCIENTIFIC THE HAGUE I B.V.                          Netherlands
FISHER SCIENTIFIC THE HAGUE II B.V.                         Netherlands
FISHER SCIENTIFIC THE HAGUE III B.V.                        Netherlands
FISHER SCIENTIFIC THE HAGUE IV B.V.                         Netherlands
FISHER SCIENTIFIC THE HAGUE V B.V.                          Netherlands
FISHER SCIENTIFIC U.K. HOLDING COMPANY LIMITED              United Kingdom
FISHER SCIENTIFIC U.K., LIMITED                             United Kingdom


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
FISHER SCIENTIFIC VENEZUELA INC.                            Delaware
FISHER SCIENTIFIC WORLDWIDE (SHANGHAI) CO., LTD.            Shanghai
FISHER SCIENTIFIC WORLDWIDE HOLDINGS I C.V.                 Netherlands
FISHER SCIENTIFIC WORLDWIDE INC.                            Delaware
FISHER SCIENTIFIC DE MEXICO, S.A.                           Mexico
FISHER SCIENTIFIC OF THE NETHERLANDS B.V.                   Netherlands
FISHER SCIENTIFIC, SPOL.S.R.O.                              Czech Republic
FISHER WWD HOLDING L.L.C.                                   Delaware
G & P LABWARE HOLDINGS INC.                                 Delaware
G. & M. PROCTER LIMITED                                     United Kingdom
GENERAL SCIENTIFIC COMPANY SDN BHD (M)                      Malaysia
GENEVAC INC.                                                New York
GENEVAC LIMITED                                             United Kingdom
GERHARD MENZEL GLASBEARBEITUNGSWERK GMBH & CO. KG           Braunschweig
GERHARD MENZEL GMBH                                         Braunschweig
GLASS & PLASTIC LABWARE LLC                                 Delaware
GOLDEN STONE INDEMNITY LIMITED                              Bermuda
GOLDEN WEST INDEMNITY COMPANY LIMITED                       Bermuda
GUAIMEX S.A.                                                Guatemala
GUANGZHOU FISHER SCIENTIFIC COMPANY LIMITED                 PR. China
H.P.L.C. TECHNOLOGY COMPANY LIMITED                         United Kingdom
HANGAR 215, INC.                                            Delaware
HONIMEX S.A.                                                Honduras
HYCLONE AB                                                  Sweden
HYCLONE BIOCHEMICAL PRODUCT (BEIJING) CO., LTD.             China
HYCLONE INTERNATIONAL TRADE (TIANJIN) CO., LTD              China
HYCLONE LABORATORIES, INC.                                  Utah
HYCLONE UK LIMITED                                          United Kingdom
HYNETICS, LLC                                               Delaware
KYLE JORDAN INVESTMENTS INC.                                Delaware
LAB VISION (UK) LIMITED                                     United Kingdom
LAB VISION CORPORATION                                      California
LAB-LINE INSTRUMENTS, INC.                                  Delaware
LABSTORE DE MEXICO, S.A.                                    Mexico
LABO-TECH B.V.                                              Netherlands
LABOMEX MBP, S. DE R.L. DE C.V.                             Mexico
LANCASTER LABORATORIES, INC.                                Minnesota
LIBERTY LANE INVESTMENT COMPANY                             Delaware
MARKETBASE INTERNATIONAL LIMITED                            Hong Kong
MATRIX ASIA PACIFIC CORPORATION                             Japan


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
MATRIX TECHNOLOGIES CORPORATION                             Delaware
MATRIX TECHNOLOGIES CORPORATION LIMITED                     United Kingdom
MAYBRIDGE CHEMICAL COMPANY LIMITED                          United Kingdom
MAYBRIDGE CHEMICAL HOLDINGS LIMITED                         United Kingdom
MAYBRIDGE LIMITED                                           United Kingdom
MAYBRIDGE TRUSTEES LIMITED                                  United Kingdom
MEDICAL ANALYSIS SYSTEMS INTERNATIONAL, INC.                California
MEDICAL ANALYSIS SYSTEMS, INC.                              Delaware
MEDICAL DIAGNOSTIC SYSTEMS, INC.                            California
METAVAC LLC                                                 Delaware
MEXLAB, S.A.                                                Mexico
MICROGENICS CORPORATION                                     Delaware
MICROGENICS DIAGNOSTICS PTY. LIMITED                        Australia
MICROGENICS GMBH                                            Passau
MICROGENICS S.A.S.                                          France
MICROM INTERNATIONAL AG                                     Switzerland
MICROM INTERNATIONAL GMBH                                   Heidelberg
MICROM LABORGERATE SL                                       Spain
MOLECULAR BIOPRODUCTS, INC.                                 California
NERL DIAGNOSTICS CORPORATION                                Wisconsin
NALGE (EUROPE) LIMITED                                      United Kingdom
NALGE NUNC INTERNATIONAL CORPORATION                        Delaware
NALGE NUNC INTERNATIONAL, KK                                Japan
NATIONAL HYCLONE (LANZHOU) BIO-ENGINEERING CO., LTD         China
NATIONAL SCIENTIFIC COMPANY                                 Wisconsin
NAUGATUCK GLASS COMPANY, THE                                Connecticut
NEOMARKERS, INC.                                            California
NEW FS HOLDINGS INC.                                        Delaware
NICAMEX S.A.                                                Nicaragua
NOVODIRECT GMBH                                             Germany
NUNC A/S                                                    Denmark
NUNC GMBH & CO. KG                                          Wiesbaden
NUNC U.K. LIMITED                                           United Kingdom
NUNC VERWALTUNGS GMBH                                       Wiesbaden
ORME SCIENTIFIC LIMITED                                     United Kingdom
OWL SEPARATION SYSTEMS, INC.                                Wisconsin
OXOID 2000 LIMITED                                          United Kingdom
OXOID A/S                                                   Denmark
OXOID AB                                                    Sweden
OXOID AG                                                    Switzerland


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
OXOID AS                                                    Norway
OXOID AUSTRALIA PTY LTD                                     Australia
OXOID BV                                                    Netherlands
OXOID BIOTECHNIK GMBH                                       Germany
OXOID BRASIL LTDA                                           Brazil
OXOID COMPANY                                               Nova Scotia
OXOID GMBH                                                  Germany
OXOID GROUP HOLDINGS                                        United Kingdom
OXOID HOLDING GMBH                                          Munich
OXOID HOLDING SAS                                           France
OXOID HOLDINGS LIMITED                                      United Kingdom
OXOID INC.                                                  Delaware
OXOID INTERNATIONAL LIMITED                                 United Kingdom
OXOID INVESTMENT HOLDINGS LIMITED                           U.K. (England/Wales)
OXOID INVESTMENTS GMBH                                      Germany
OXOID LIMITED                                               United Kingdom
OXOID LIMITED                                               Ireland
OXOID N.V.                                                  Belgium
OXOID NEW ZEALAND LIMITED                                   New Zealand
OXOID PENSION TRUSTEE LIMITED                               United Kingdom
OXOID S.P.A.                                                Italy
OXOID SA (SPAIN)                                            Spain
OXOID SAS (FRANCE)                                          France
OXOID SENIOR HOLDINGS LIMITED                               U.K. (England/Wales)
OXOID UKH LLC                                               Delaware
PACTECH, LLC                                                Delaware
PACIFIC RIM FAR EAST INDUSTRIES, INC.                       Delaware
PACIFIC RIM INVESTMENT, INC.                                Delaware
PANYMEX INTERNATIONAL S.A.                                  Panama
PANYMEX S.A.                                                Panama
PERBIO SCIENCE (AUSTRALIA) PTY. LIMITED                     Australia
PERBIO SCIENCE (CANADA) COMPANY                             Nova Scotia
PERBIO SCIENCE AB                                           Sweden
PERBIO SCIENCE BVBA                                         Belgium
PERBIO SCIENCE FRANCE SAS                                   France
PERBIO SCIENCE HONG KONG LIMITED                            Hong Kong
PERBIO SCIENCE INTERNATIONAL NETHERLANDS BV                 Netherlands
PERBIO SCIENCE INVEST AB                                    Sweden
PERBIO SCIENCE NEDERLAND B.V.                               Etten-Leur
PERBIO SCIENCE PROJEKT AB                                   Sweden


                      FISHER SCIENTIFIC INTERNATIONAL INC.
              EXHIBIT 21.01 LIST OF SUBSIDIARIES OF THE REGISTRANT



                                                               STATE OF INCORPORATION OR
                 NAME OF SUBSIDIARY                             COUNTRY OF ORGANIZATION
                 ------------------                             -----------------------
                                                         
PERBIO SCIENCE SWEDEN HOLDINGS AB                           Sweden
PERBIO SCIENCE SWITZERLAND SA                               Switzerland
PERBIO SCIENCE UK LIMITED                                   U.K. (England/Wales)
PERBIO SCIENCE, INC.                                        Delaware
PIERCE BIOTECHNOLOGY, INC.                                  Delaware
PIERCE MILWAUKEE HOLDING CORP.                              Delaware
PIERCE MILWAUKEE LLC                                        Delaware
PIERCE MILWAUKEE, INC.                                      Delaware
QUALITY SCIENTIFIC PLASTICS, INC.                           Delaware
REMEL EUROPE LIMITED                                        United Kingdom
REMEL INC.                                                  Wisconsin
RICHARD-ALLAN SCIENTIFIC COMPANY                            Wisconsin
ROBBINS SCIENTIFIC (EUROPE) LIMITED                         United Kingdom
ROBBINS SCIENTIFIC CORPORATION                              California
SCI INNO 92                                                 France
SALVIMEX S.A.                                               El Salvador
SAMCO SCIENTIFIC CORPORATION                                Delaware
SCHANTZ ROAD LLC                                            Pennsylvania
SCHERF PRAZISION EUROPA GMBH                                Meiningen
SCIENTIFIC PRODUCTS (ASIA PACIFIC) PTE. LTD.                Sinapore
SCIENTIFIC PRODUCTS (SHANGHAI) CO., LTD.                    Shanghai
SEPARATION TECHNOLOGY, INC.                                 Delaware
SERADYN INC.                                                Delaware
SPECIALTY MOTORS INC.                                       California
SYSTEMS MANUFACTURING CORPORATION                           Delaware
UNION LAB. SUPPLIES LIMITED                                 Hong Kong
UNITED DIAGNOSTICS, INC.                                    Delaware
YUAN KE HUA LABORATORY PRODUCTS (SHANGHAI) CO., LTD.        Shanghai

EX-23.01

                                                                   Exhibit 23.01

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No.
333-124738 on Form S-3, Registration Statement No. 333-129654 on Form S-4, and
Registration Statement Nos. 333-118239, 333-56979, 333-07391, 333-18563,
333-28789, 333-109885, 333-68052, and 333-127050 on Form S-8 of our reports
dated February 17, 2006, relating to the financial statements and financial
statement schedule of Fisher Scientific International Inc. and management's
report on the effectiveness of internal control over financial reporting,
appearing in this Annual Report on Form 10-K of Fisher Scientific International
Inc. for the year ended December 31, 2005.


/s/ Deloitte & Touche LLP

New York, New York
February 17, 2006

EX-31.01

exv31w01

EX-31.02

EXHIBIT 31.02

CERTIFICATION

I, Kevin P. Clark, certify that:

1. I have reviewed this annual report on Form 10-K of Fisher Scientific International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2006	By:	/s/ Kevin P. Clark
		Kevin P. Clark
		Chief Financial Officer Fisher Scientific International Inc.

EX-32.01

EXHIBIT 32.01

CERTIFICATION
Pursuant to 18 United States Code ss. 1350

The undersigned hereby certifies that the Annual Report on Form 10-K for the year ended December 31, 2005 of Fisher Scientific International Inc. (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul M. Montrone

Paul M. Montrone
Chief Executive Officer
Date: February 17, 2006

EX-32.02

Exhibit 32.02

CERTIFICATION
Pursuant to 18 United States Code ss. 1350

The undersigned hereby certifies that the Annual Report on Form 10-K for the year ended December 31, 2005 of Fisher Scientific International Inc. (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin P. Clark

Kevin P. Clark
Chief Financial Officer
Date: February 17, 2006