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


Overview
We report our financial results on the basis of three business segments: domestic distribution, international distribution and laboratory workstations. The domestic and international distribution segments engage in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communication centers. Until 1999, we operated a fourth segment, technology, which we disposed of through the spinoff of ProcureNet, our former outsourcing and supply chain management technology business, in April 1999 and the sale of our UniKix Technology software business in July 1999.

In December 1998, we acquired 90% of Bioblock Scientific S.A., a leading distributor of scientific and laboratory instrumentation in France. We acquired the remaining 10% of Bioblock in the first quarter of 1999. From 1998 to 2000, we made other smaller acquisitions of laboratory products distributors and other businesses.

We have accounted for all of our acquisitions as purchases, with the operations of the acquired companies and businesses included in our financial statements from the dates of acquisition.

Recent Developments
On February 14, 2001, we acquired the pharmaceutical packaging services business of Covance, which we renamed Fisher Clinical Services. The acquired business enables pharmaceutical and biotechnology companies and other customers to outsource the packaging of prescription drugs used in clinical trials. The purchase price was $137.5 million, which we financed through the sale of receivables under our receivables securitization facility.

During the first quarter of 2001, we commenced implementation of a streamlining plan aimed at improving our operations, including the reduction of our workforce by approximately 5%. We estimate that the total costs associated with this plan will be approximately $24.0 million to $26.0 million, of which approximately $18.0 million will be recorded as a restructuring charge in the first quarter of 2001.

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


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