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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



AMENDMENT No. 1

TO



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------



For the fiscal year ended September 30, 2002



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from              to



Commission file number 1-11091



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APOGENT TECHNOLOGIES INC.



(Exact name of registrant as specified in its charter)



|Wisconsin                                                      |  | 22-2849508                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)



|30 Penhallow Street, Portsmouth, New Hampshire |  | 03801     
|---------------------------------------------- |  | ----------
|(Address of principal executive offices)       |  | (Zip Code)



Registrants
telephone number, including area code (603) 433-6131



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APOGENT TECHNOLOGIES INC.



AMENDMENT No. 1

TO

2002 ANNUAL REPORT ON FORM 10-K



This Form 10-K/A is being filed solely to amend the original Form 10-K to correct the audit period referenced in the opinion paragraph of the Independent
Auditors Report in Item 8, to include the condensed consolidating statement of operations relating to our outstanding CODES for one year that was inadvertently omitted from Note 17, Condensed Consolidating Financial Information, in
Item 8, and to include the auditors signature in the separate Independent Auditors Report with respect to the financial statement schedule listed in Item 15 of the original Form 10-K. This Form 10-K/A does not reflect events occurring
after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the matters described above.



The amended items are set forth in the pages attached hereto.



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SIGNATURES



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



Date: October 24, 2003



APOGENT TECHNOLOGIES INC.By:

/s/    DENNIS B.
BROWNDennis B. Brown Chief Financial Officer




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ITEM 8.    Financial Statements and Supplementary Data



Index to Consolidated Financial Statements

Apogent Technologies Inc. and
Subsidiaries



|                                                                                                       |  | Page
|------------------------------------------------------------------------------------------------------ |  | ----
|Independent Auditors Report                                                                           |  | F-2 
|Consolidated Balance Sheets as of September 30, 2002 and 2001                                          |  | F-3 
|Consolidated Statements of Income for the years ended September 30, 2002, 2001, and 2000               |  | F-4 
|Consolidated Statements of Shareholders Equity for the years ended September 30, 2002, 2001, and 2000 |  | F-5 
|Consolidated Statements of Cash Flows for the years ended September 30, 2002, 2001, and 2000           |  | F-6 
|Notes to Consolidated Financial Statements                                                             |  | F-7 



F-1



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Independent Auditors Report



The Board of
Directors

Apogent Technologies Inc. and Subsidiaries:



We have audited the accompanying consolidated balance sheets of Apogent Technologies Inc. and subsidiaries as of September 30, 2002 and 2001, and the
related consolidated statements of income, shareholders equity and cash flows for each of the years in the three-year period ended September 30, 2002. These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



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



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Apogent Technologies Inc. and subsidiaries as of September 30, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America.



As discussed in Note 7 to the consolidated financial statements, effective October 1, 2001, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 142 Goodwill and Other Intangible Assets.



KPMG LLP



Boston, Massachusetts

November 11, 2002





F-2



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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES



Consolidated Balance Sheets

(In thousands except share and per share data)



|                                                                                                                                                                                   |  | September 30, |          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------
|                                                                                                                                                                                   |  | 2002          |          
|Assets                                                                                                                                                                             |  |               |          
|Current assets:                                                                                                                                                                    |  |               |          
|Cash and cash equivalents                                                                                                                                                          |  | $             | 16,327   
|Accounts receivable (less allowance for doubtful accounts of $5,723 and $3,975, respectively)                                                                                      |  |               | 186,950  
|Inventories                                                                                                                                                                        |  |               | 203,997  
|Deferred income taxes                                                                                                                                                              |  |               | 14,127   
|Prepaid expenses and other current assets                                                                                                                                          |  |               | 19,689   
|Assets of Vacuum Process Technology, Inc. (VPT) avail. for sale                                                                                                                  |  |               | 5,436    
|                                                                                                                                                                                   |  |               |          
|Total current assets                                                                                                                                                               |  |               | 446,526  
|Available for sale security                                                                                                                                                        |  |               | 60,183   
|Property, plant and equipment, net                                                                                                                                                 |  |               | 270,893  
|Intangible assets                                                                                                                                                                  |  |               | 1,243,113
|Other assets                                                                                                                                                                       |  |               | 15,370   
|                                                                                                                                                                                   |  |               |          
|Total assets                                                                                                                                                                       |  | $             | 2,036,085
|                                                                                                                                                                                   |  |               |          
|Liabilities and Shareholders Equity                                                                                                                                               |  |               |          
|Current liabilities:                                                                                                                                                               |  |               |          
|Short-term debt and overdrafts                                                                                                                                                     |  | $             | 10,640   
|Accounts payable                                                                                                                                                                   |  |               | 53,779   
|Current portion of long-term debt                                                                                                                                                  |  |               | 25,352   
|Income taxes payable                                                                                                                                                               |  |               | 53,064   
|Accrued payroll and employee benefits                                                                                                                                              |  |               | 32,009   
|Accrued interest                                                                                                                                                                   |  |               | 16,630   
|Restructuring reserve                                                                                                                                                              |  |               | 1,548    
|Other current liabilities                                                                                                                                                          |  |               | 23,074   
|Liabilities of Vacuum Process Technology, Inc.                                                                                                                                     |  |               | 305      
|                                                                                                                                                                                   |  |               |          
|Total current liabilities                                                                                                                                                          |  |               | 216,401  
|Long-term debt                                                                                                                                                                     |  |               | 635,020  
|Securities lending agreement                                                                                                                                                       |  |               | 60,183   
|Deferred income taxes                                                                                                                                                              |  |               | 132,100  
|Other liabilities                                                                                                                                                                  |  |               | 17,243   
|Commitments and contingent liabilities                                                                                                                                             |  |               |         
|Shareholders equity:                                                                                                                                                              |  |               |          
|Preferred stock, $0.01 par value; authorized 20,000,000 shares                                                                                                                     |  |               |         
|Common stock, $0.01 par value; authorized 250,000,000 shares issued 106,976,877 and 105,875,768 shares, respectively; outstanding
105,967,853 and 105,875,548 shares, respectively |  |               | 1,070    
|Equity rights, 50 rights at $1.09 per right                                                                                                                                        |  |               |         
|Additional paid-in capital                                                                                                                                                         |  |               | 271,682  
|Retained earnings                                                                                                                                                                  |  |               | 748,791  
|Accumulated other comprehensive income (loss)                                                                                                                                      |  |               | (26,419  
|Treasury common stock, 1,009,024 and 220 shares, at cost                                                                                                                           |  |               | (19,986  
|                                                                                                                                                                                   |  |               |          
|Total shareholders equity                                                                                                                                                         |  |               | 975,138  
|                                                                                                                                                                                   |  |               |          
|Total liabilities and shareholders equity                                                                                                                                         |  | $             | 2,036,085
|                                                                                                                                                                                   |  |               |          



See accompanying notes
to consolidated financial statements





F-3



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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES



Consolidated Statements of Income

(In thousands except per share data)



|                                                                                                                                                           |  | Year Ended September 30, |          
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ---------
|                                                                                                                                                           |  | 2002                     |          
|Net sales                                                                                                                                                  |  | $                        | 1,074,619
|Cost of sales:                                                                                                                                             |  |                          |          
|Cost of products sold                                                                                                                                      |  |                          | 538,260  
|Restructuring charge                                                                                                                                       |  |                          | 5,603    
|Depreciation of purchase accounting adjustments                                                                                                            |  |                          | 2,973    
|                                                                                                                                                           |  |                          |          
|Total cost of sales                                                                                                                                        |  |                          | 546,836  
|                                                                                                                                                           |  |                          |          
|Gross profit                                                                                                                                               |  |                          | 527,783  
|Selling, general and administrative expenses                                                                                                               |  |                          | 252,604  
|Restructuring charge                                                                                                                                       |  |                          | 1,262    
|Depreciation and amortization of purchase accounting adjustments                                                                                           |  |                          | 17,975   
|                                                                                                                                                           |  |                          |          
|Total selling, general and administrative expenses                                                                                                         |  |                          | 271,841  
|                                                                                                                                                           |  |                          |          
|Operating income                                                                                                                                           |  |                          | 255,942  
|Other income (expense):                                                                                                                                    |  |                          |          
|Interest expense                                                                                                                                           |  |                          | (40,687  
|Amortization of deferred financing fees                                                                                                                    |  |                          | (3,461   
|Other, net                                                                                                                                                 |  |                          | 1,490    
|                                                                                                                                                           |  |                          |          
|Income from continuing operations before income taxes and extraordinary item                                                                               |  |                          | 213,284  
|Income taxes                                                                                                                                               |  |                          | 78,062   
|                                                                                                                                                           |  |                          |          
|Income from continuing operations before extraordinary item                                                                                                |  |                          | 135,222  
|Discontinued operations:                                                                                                                                   |  |                          |          
|(Loss) income from operations of VPT including estimated loss on sale of $13,200 (net of income tax benefit (expense) of $8,117,
and ($620), respectively) |  |                          | (14,073  
|(Loss) income from operations of SDS (net of income tax expense of $0, $435, and $28,339, respectively)                                                    |  |                          |         
|                                                                                                                                                           |  |                          |          
|Income before extraordinary item                                                                                                                           |  |                          | 121,149  
|Extraordinary item (net of income tax benefit of $1,359)                                                                                                   |  |                          |         
|                                                                                                                                                           |  |                          |          
|Net income                                                                                                                                                 |  | $                        | 121,149  
|                                                                                                                                                           |  |                          |          
|Basic earnings per common share from continuing operations                                                                                                 |  | $                        | 1.27     
|Discontinued operations                                                                                                                                    |  |                          | (0.13    
|Extraordinary item                                                                                                                                         |  |                          |         
|                                                                                                                                                           |  |                          |          
|Basic earnings per common share                                                                                                                            |  | $                        | 1.14     
|                                                                                                                                                           |  |                          |          
|Diluted earning per common share from continuing operations                                                                                                |  | $                        | 1.24     
|Discontinued operations                                                                                                                                    |  |                          | (0.13    
|Extraordinary item                                                                                                                                         |  |                          |         
|                                                                                                                                                           |  |                          |          
|Diluted earnings per common share                                                                                                                          |  | $                        | 1.11     
|                                                                                                                                                           |  |                          |          
|Weighted average basic shares outstanding                                                                                                                  |  |                          | 106,467  
|Weighted average diluted shares outstanding                                                                                                                |  |                          | 108,656  



See accompanying notes
to consolidated financial statements



F-4



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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES



Consolidated Statements of Shareholders Equity

(In thousands except per share data)



|                                                                                                                 |  | CommonStock |       | EquityRights |   | AdditionalPaid-InCapital |  |   | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome |   |         | TreasuryCommonStock |   |         | TotalShareholdersEquity | 
|---------------------------------------------------------------------------------------------------------------- |  | ----------- | ----- | ------------ | - | ------------------------ |  | - | ---------------- | - | ----------------------------------- | - | ------- | ------------------- | - | ------- | ------------------------ | 
|Balance at September 30, 1999                                                                                    |  | $           | 1,040 |              | $ |                         |  | $ | 251,251          |   |                                     | $ | 403,380 |                     | $ | (30,327 | )                        | 
|Comprehensive income:                                                                                            |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Net income                                                                                                       |  |             |      |              |   |                         |  |   |                 |   |                                     |   | 128,321 |                     |   |        |                          | 
|Translation adjustment                                                                                           |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | (26,773 | )                        | 
|Unrealized gain on security available for sale                                                                   |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | 2,124   |                          | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Total comprehensive income                                                                                       |  |             |      |              |   |                         |  |   |                 |   |                                     |   | 128,321 |                     |   | (24,649 | )                        | 
|Shares issued in connection with stock options                                                                   |  |             | 12    |              |   |                         |  |   | 12,587           |   |                                     |   |        |                     |   |        |                          | 
|Tax benefit related to stock options                                                                             |  |             |      |              |   |                         |  |   | 7,901            |   |                                     |   |        |                     |   |        |                          | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Balance at September 30, 2000                                                                                    |  |             | 1,052 |              |   |                         |  |   | 271,739          |   |                                     |   | 531,701 |                     |   | (54,976 | )                        | 
|Comprehensive income:                                                                                            |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Cumulative effect of accounting change for cash flow hedge, net of tax effect of $1,687                          |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | 2,530   |                          | 
|Net income                                                                                                       |  |             |      |              |   |                         |  |   |                 |   |                                     |   | 95,941  |                     |   |        |                          | 
|Translation adjustment                                                                                           |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | (3,611  | )                        | 
|Adjustment to interest rate swap agreements upon sale, net of tax benefit of $984                                |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | (1,475  | )                        | 
|Amortization of gain on sale of interest rate swaps, net of tax benefit of $413                                  |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | (619    | )                        | 
|Unrealized gain on security available for sale, net of tax effect of $251                                        |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | 377     |                          | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Total comprehensive income                                                                                       |  |             |      |              |   |                         |  |   |                 |   |                                     |   | 95,941  |                     |   | (2,798  | )                        | 
|Shares issued in connection with stock options                                                                   |  |             | 7     |              |   |                         |  |   | 6,624            |   |                                     |   |        |                     |   |        |                          | 
|Tax benefit related to stock options                                                                             |  |             |      |              |   |                         |  |   | 3,301            |   |                                     |   |        |                     |   |        |                          | 
|Distribution of the equity of Sybron Dental Specialties, Inc. on December 11, 2000, net of dividends of $142,880 |  |             |      |              |   |                         |  |   | (27,027          | ) |                                     |   |        |                     |   | 12,926  |                          | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Balance at September 30, 2001                                                                                    |  |             | 1,059 |              |   |                         |  |   | 254,637          |   |                                     |   | 627,642 |                     |   | (44,848 | )                        | 
|Comprehensive income:                                                                                            |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Net income                                                                                                       |  |             |      |              |   |                         |  |   |                 |   |                                     |   | 121,149 |                     |   |        |                          | 
|Translation adjustment                                                                                           |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | 22,247  |                          | 
|Adjustment to minimum pension liability, net of tax of $4,120                                                    |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | (6,445  | )                        | 
|Amortization of gain on sale of interest rate swaps, net of tax benefit of $292                                  |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | (440    | )                        | 
|Unrealized loss on security available for sale, net of tax of $2,044                                             |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   | 3,067   |                          | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Total comprehensive income                                                                                       |  |             |      |              |   |                         |  |   |                 |   |                                     |   | 121,149 |                     |   | 18,429  |                          | 
|Treasury shares purchased                                                                                        |  |             |      |              |   |                         |  |   |                 |   |                                     |   |        |                     |   |        |                          | 
|Shares issued in connection with stock options                                                                   |  |             | 11    |              |   |                         |  |   | 10,282           |   |                                     |   |        |                     |   |        |                          | 
|Tax benefit related to stock options                                                                             |  |             |      |              |   |                         |  |   | 6,763            |   |                                     |   |        |                     |   |        |                          | 
|Final true-up of dividend to SDS relating to deferred income taxes                                               |  |             |      |              |   |                         |  |   | 919              |   |                                     |   |        |                     |   |        |                          | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 
|Balance at September 30, 2002                                                                                    |  | $           | 1,070 |              | $ |                         |  | $ | 271,682          |   |                                     | $ | 748,791 |                     | $ | (26,419 | )                        | 
|                                                                                                                 |  |             |       |              |   |                          |  |   |                  |   |                                     |   |         |                     |   |         |                          | 



See accompanying notes
to consolidated financial statements



F-5



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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES



Consolidated Statements of Cash Flows

(In thousands except per share data)



|                                                                                 |  | Year Ended September 30, |         
|-------------------------------------------------------------------------------- |  | ------------------------ | --------
|                                                                                 |  | 2002                     |         
|Cash flows from operating activities:                                            |  |                          |         
|Net income                                                                       |  | $                        | 121,149 
|Adjustments to reconcile net income to net cash provided by operating activities |  |                          |         
|Discontinued operations                                                          |  |                          | 14,073  
|Depreciation                                                                     |  |                          | 38,805  
|Amortization                                                                     |  |                          | 21,436  
|Gain on sale of property, plant and equipment                                    |  |                          | 1,879   
|Provision for losses on doubtful accounts                                        |  |                          | 1,164   
|Inventory provisions                                                             |  |                          | 2,342   
|Deferred income taxes                                                            |  |                          | 29,034  
|Extraordinary item                                                               |  |                          |        
|Changes in assets and liabilities, net of effects of businesses acquired:        |  |                          |         
|Decrease (increase) in accounts receivable                                       |  |                          | 6,370   
|Increase in inventories                                                          |  |                          | (25,953 
|Increase in prepaid expenses and other current assets                            |  |                          | (1,113  
|Decrease in accounts payable                                                     |  |                          | (4,289  
|(Decrease) increase in income taxes payable                                      |  |                          | (7,048  
|(Decrease) increase in accrued payroll and employee benefits                     |  |                          | (2,354  
|Increase (decrease) in accrued interest expense                                  |  |                          | 1,337   
|(Decrease) increase in restructuring reserve                                     |  |                          | (118    
|(Increase) decrease in other current liabilities                                 |  |                          | (10,087 
|Net change in other assets and liabilities                                       |  |                          | 7,149   
|                                                                                 |  |                          |         
|Net cash provided by operating activities                                        |  |                          | 193,776 
|                                                                                 |  |                          |         
|Cash flows from investing activities:                                            |  |                          |         
|Capital expenditures                                                             |  |                          | (65,256 
|Proceeds from sales of property, plant and equipment                             |  |                          | 5,007   
|Net payment for businesses acquired                                              |  |                          | (139,735
|Dividends received from SDS                                                      |  |                          |        
|Capital contributions paid to SDS                                                |  |                          |        
|Net change in advances and loans to SDS                                          |  |                          |        
|Distribution of the net equity of SDS                                            |  |                          |        
|Other investing activities                                                       |  |                          |        
|                                                                                 |  |                          |         
|Net cash used in investing activities                                            |  |                          | (199,984
|                                                                                 |  |                          |         
|Cash flows from financing activities:                                            |  |                          |         
|Proceeds from revolving credit facility                                          |  |                          | 358,500 
|Principal payments on revolving credit facility                                  |  |                          | (567,000
|Proceeds from long-term debt                                                     |  |                          | 300,000 
|Principal payments on long-term debt                                             |  |                          | (79,089 
|Financing fees paid                                                              |  |                          | (8,259  
|Purchase of treasury stock                                                       |  |                          | (19,986 
|Proceeds from the exercise of stock options                                      |  |                          | 10,293  
|Other financing activities                                                       |  |                          | 6,175   
|                                                                                 |  |                          |         
|Net cash provided by (used in) financing activities                              |  |                          | 634     
|                                                                                 |  |                          |         
|Effect of exchange rate changes on cash and cash equivalents                     |  |                          | 12,709  
|                                                                                 |  |                          |         
|Net increase (decrease) in cash and cash equivalents                             |  |                          | 7,135   
|Cash and cash equivalents at beginning of period                                 |  |                          | 9,192   
|                                                                                 |  |                          |         
|Cash and cash equivalents at end of period                                       |  | $                        | 16,327  
|                                                                                 |  |                          |         
|Supplemental disclosures of cash flow information:                               |  |                          |         
|Cash paid during the period for:                                                 |  |                          |         
|Interest                                                                         |  | $                        | 39,691  
|                                                                                 |  |                          |         
|Income taxes                                                                     |  | $                        | 39,513  
|                                                                                 |  |                          |         
|Capital lease obligations incurred                                               |  | $                        | 334     
|                                                                                 |  |                          |         



See accompanying notes
to consolidated financial statements



F-6



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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands except share and per share data)



1.    Summary of Significant Accounting Policies



The subsidiaries of Apogent are leading manufacturers of value-added
products for the laboratory market in the United States and abroad. The Companys subsidiaries manufacture products for the clinical diagnostics, labware and life sciences, and laboratory equipment business segments.



On November 8, 2000, Sybron International Corporation (which subsequently
changed its name to Apogent Technologies Inc.) announced that it had declared a pro rata distribution to its shareholders of the common stock and related preferred stock purchase rights of Sybron Dental Specialties, Inc. (formerly known as SDS
Holding Co.) (the Spin-Off). On December 11, 2000, shareholders of record as of November 30, 2000 received one share of Sybron Dental Specialties, Inc. common stock for every three shares of Sybron International common stock they owned
as of the record date. Sybron Dental Specialties, Inc. owns all of the outstanding stock of Sybron Dental Management, Inc., formerly named Sybron Dental Specialties, Inc. Prior to the Spin-Off, Sybron Dental Management, Inc. was a direct
wholly-owned subsidiary of the Company and operated the Companys dental business. Immediately prior to the Spin-Off, the Company contributed all of the stock of Sybron Dental Management, Inc. to Sybron Dental Specialties, Inc. As used in these
Notes to the Consolidated Financial Statements, the term SDS means Sybron Dental Management, Inc. (formerly known as Sybron Dental Specialties, Inc.) for the periods prior to the Spin-Off, and Sybron Dental Specialties, Inc. (formerly
known as SDS Holding Co.) for periods after the Spin-Off.



On
January 31, 2001, the name of the Company was changed from Sybron International Corporation to Apogent Technologies Inc.



(a)  Principles of Consolidation and Fiscal Year End



The consolidated financial statements reflect the accounts of Apogent Technologies Inc. and its subsidiaries. The term Company or
Apogent as used herein refers to Apogent Technologies Inc. and its subsidiaries and their respective predecessors, unless the context otherwise requires. All significant intercompany balances and transactions have been eliminated. The
Companys fiscal year ends on September 30. The fiscal years ended September 30, 2002, 2001, and 2000 are hereinafter referred to as 2002, 2001, and 2000, respectively. On March 31, 2002 and December 11,
2000, respectively, the Company made the decision to dispose of its vacuum deposition chamber business, Vacuum Process Technology, Inc. (VPT), and completed the Spin-Off. The results of operations of VPT and SDS have been presented as
discontinued operations in all years presented herein. Dollar references throughout these footnotes are in thousands, except per share amounts or as otherwise indicated.



(b)  Cash Equivalents



For purposes of reporting cash flows, cash and cash equivalents include investments in debt obligations with original maturities of three months or less.



(c)  Inventories



Inventories are stated at the lower of cost or market. Elements of cost
included in inventories are: raw materials, direct labor, manufacturing overhead (which includes indirect labor, fringe benefits, consumable supplies, depreciation of production equipment, and tooling). Certain domestic inventories of approximately
$51,777 and $57,698 at September 30, 2002 and 2001, respectively, are valued on the last-in, first-out (LIFO) method. The remaining inventories are valued on the first-in, first-out (FIFO) method.





F-7



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(d)  Securities



When securities are purchased they are classified as held-to-maturity, available for sale, or trading securities. Held to
maturity securities are those that the Company has the positive intent and ability to hold until maturity. Trading securities are those purchased and held with the intent to sell in the near term. Available for sale securities include debt
securities that are held for an indefinite period but are neither held to maturity nor trading securities. At September 30, 2002 and 2001, the Company held a U.S. Treasury Bond classified as an available for sale security. Available for sale
securities are reported at fair market value. Unrealized gains and losses for this security are included in comprehensive income as a separate component of shareholders equity.



(e)  Property, Plant and Equipment



Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated
useful lives of depreciable assets (5 to 45 years for land improvements, buildings and building improvements, and 3 to 12 years for machinery and equipment) using the straight-line method. The Company assesses the recoverability of assets by
comparing the carrying amount of an asset to future net cash flows expected to be generated by that asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair market value of the assets.



(f)  Intangible
Assets



Intangible assets include both goodwill and
amortizable intangible assets. As of September 30, 2002, the Company had no unamortizable intangible assets except goodwill. Amortizable intangible assets (those intangible assets with definite estimated useful lives) are recorded at cost and are
amortized, using the straight-line method, over their estimated useful lives. Proprietary technology, trademarks, patents, licenses, drawings, non-compete agreements, and other intangibles are amortized over 4 to 18 years, 5 to 40 years, 3 to 20
years, 5 to 40 years, 8 to 30 years, 3 to 10 years, and 1 to 40 years, respectively. The Company assesses the recoverability of its amortizable intangible assets in accordance with SFAS 144 by determining whether the amortization of the asset
balance over its remaining life can be recovered through projected undiscounted future cash flows of the acquired businesses. If projected future cash flows indicate that unamortized asset will not be recovered, an adjustment would be made to reduce
the net asset to fair value. Cash flow projections are based on trends of historical performance and managements estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. In
accordance with SFAS 142, the Company tests goodwill for impairment on an annual basis by comparing the fair value of its reporting units to their fair value. During 2002 the Company included approximately $21 million in goodwill and intangibles in
with the calculation of the estimated loss on sale of VPT. No adjustments were made to goodwill or intangible assets in 2001.



(g)  Revenue Recognition



The Company recognizes revenue upon shipment of products when persuasive evidence of a sales arrangement exists, the price to the buyer is fixed and
determinable, and collectibility of the sales price is reasonably assured. Large portions of the Companys sales are sold through distributors. Revenues associated with sales to distributors are also recognized upon shipment of products when
all risks and rewards of ownership of the product are passed.



(h)  Income Taxes



Income taxes are
accounted for under the asset and liability method wherein deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement



F-8



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income or other comprehensive income in the period that includes the enactment date.



(i)  Research and Development Costs



Research and development costs are charged to selling, general and administrative expenses in the year they are incurred. Research and development costs for 2002, 2001, and 2000 were approximately $25,718, $20,858,
and $18,302, respectively.



(j)  Foreign Currency Translation



The functional currency for the Companys foreign
operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense
accounts using a weighted average exchange rate during the period. The gains or losses, net of applicable deferred income taxes, resulting from such translations are included in shareholders equity. Gains and losses resulting from foreign
currency transactions are included in net income. Foreign currency transaction gains for 2002, 2001, and 2000 were approximately $354, $177, and $1,306, respectively.



(k)  Pensions



The Company and its subsidiaries have various pension plans covering substantially all employees. U.S. pension obligations are funded by payments to
pension fund trusts. Other foreign pensions are funded as expenses are incurred. The Companys policy with respect to its defined benefit plans is generally to fund the minimum amount required under the Employee Retirement Income Security Act
of 1974, as amended, for plans subject thereto.



(l)  Earnings Per
Common Share



Basic earnings per common share is
calculated by dividing net income by the weighted average number of common shares outstanding in the period presented. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding
plus dilutive effects of potential common shares outstanding during the period. A reconciliation of shares used in calculating basic and diluted earnings per share follows:



|                                                       |  | 2002           |  | 2001    |  | 2000   
|------------------------------------------------------ |  | -------------- |  | ------- |  | -------
|                                                       |  | (in thousands)
|Basic                                                  |  | 106,467        |  | 105,517 |  | 104,570
|Effect of assumed conversion of employee stock options |  | 2,189          |  | 2,555   |  | 2,233  
|                                                       |  |                |  |         |  |        
|Diluted                                                |  | 108,656        |  | 108,072 |  | 106,803
|                                                       |  |                |  |         |  |        



Options to purchase
4,504,840 shares of common stock at prices ranging from $23.79 to $25.10 per share were outstanding during a portion of 2002 but were not included in the computation of diluted earnings per share because the options exercise price was greater
than the average market price of the common shares. The options, which expire in fiscal 2012, were still outstanding at the end of fiscal year 2002.



F-9



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Options to purchase 1,568,845 shares of common stock at prices ranging from $22.24 to $24.51 per
share were outstanding during a portion of 2001 but were not included in the computation of diluted earnings per share because the options exercise price was greater than the average market price of the common shares. The options, which expire
in fiscal 2011, were still outstanding at the end of fiscal year 2001.



Options to purchase 904,844 shares of common stock at prices ranging from $25.31 to $32.00 per share were outstanding during a portion of 2000 but were not included in the computation of diluted earnings per share because the options
exercise price was greater than the average market price of the common shares. The options, which expire in fiscal 2010, were still outstanding at the end of fiscal year 2000.



(m)  Deferred Financing Fees



Deferred financing fees are capitalized and amortized as a separate component of other income over the life of the related debt agreements.



(n)  Advertising Costs



Advertising costs included in selling, general and administrative expenses
are expensed as incurred and were $6,669, $6,014, and $5,730 in 2002, 2001, and 2000, respectively.



(o)  Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



(p)  Derivative Financial Instruments



In the normal course of business, we manage risks associated with foreign
exchange and interest rates through a variety of strategies, including the use of hedging transactions, executed in accordance with our policies. Our hedging transactions include, but are not limited to, the use of derivative instruments. As a
matter of policy, we do not use derivative instruments unless there is an underlying exposure. Any change in the value of our derivative instruments would be substantially offset by an opposite change in the value of the underlying hedged items. We
do not use derivative instruments for trading or speculative purposes.



The Company uses interest rate swaps, from time to time, to manage its interest rate risk. The net amounts to be paid or received under interest rate swap agreements designated as hedges are accrued as interest rates change and are
recognized over the life of the swap agreements, as an adjustment to interest expense from the underlying debt to which the swap is designated. The related amounts payable to, or receivable from, the counterparties are included in other current
assets or other current liabilities.



The Company, from time to
time, enters foreign currency options to hedge the exposure from adverse changes in foreign currency rates. In April 2001, we entered into a foreign currency option to hedge against the effect of fluctuations in foreign exchange rates on a note
issued in British Pounds. The option of $23,126 (£16,220) matures in January 2003. The option was priced at $1.4258 (£0.701). This option is accounted for as a fair value hedge. All changes in the underlying values are reflected in net
income. The purpose of the Companys foreign currency hedging activities is to protect against risk that eventual cash flows from foreign activities will be adversely affected by changes in exchange rates and the effect of related changes on
payments on long-term debt denominated in foreign currencies. Recognized and unrecognized gains or losses on foreign currency contracts entered into to hedge long-term debt are recorded as other income. The Company has not entered into
any foreign currency options to hedge against exposure from operations in fiscal 2002.



F-10



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



On October 1, 2000, the Company adopted Financial Accounting Standard Board Opinions No. 133
(SFAS 133) as modified by FASB Opinion No. 138. These standards establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. They
require the recognition of all derivative instruments as assets or liabilities in the balance sheet at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is designated as a hedge
and if so, the type of hedge. For derivatives designated as a cash flow hedge, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. At October 1, 2000, the Company had no freestanding
derivatives in place other than interest rate swaps used to hedge variable rate long-term debt and had no material embedded derivatives. The interest rate swaps meet the criteria for cash flow hedge accounting. As a result, the swaps are recorded on
the balance sheet as an asset at fair value with the corresponding gain or loss recorded in other comprehensive income beginning October 1, 2000. The impact on other comprehensive income upon adoption of the standard was an unrealized gain, net of
tax, of approximately $2,530.



(q)  Environmental Expenditures



Environmental expenditures that relate to current ongoing
operations or to conditions caused by past operations are expensed. The Company determines its liability on a site-by-site basis and records a liability at the time when the liability is probable and can be reasonably estimated. The estimated
liability is not reduced for possible recoveries from insurance carriers.



(r)  Reclassifications



Certain
reclassifications to prior year balances have been made to conform with current year presentations.



Effective September 30, 2002, the Company adopted the Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and
Costs, which requires all amounts charged to customers for shipping and handling to be classified as sales revenues. Accordingly, all historical sales revenue amounts have been adjusted to reflect these charges. The costs related to shipping and
handling are classified as a selling expense in selling, general and administrative expense. The following table reconciles historically reported amounts to those adjusted in accordance with EITF 00-10:



|                                                       |  | Year Ended September 30, |        
|------------------------------------------------------ |  | ------------------------ | -------
|                                                       |  | 2001(a)                  |        
|Net sales                                              |  |                          |        
|Reported net sales                                     |  | $                        | 969,095
|Reclassification of freight income                     |  |                          | 13,072 
|                                                       |  |                          |        
|Adjusted net sales                                     |  | $                        | 982,167
|                                                       |  |                          |        
|Cost of products sold                                  |  |                          |        
|Reported cost of goods products sold                   |  | $                        | 492,929
|Reclassification of freight costs                      |  |                          | (2,769 
|                                                       |  |                          |        
|Adjusted cost of products sold                         |  | $                        | 490,160
|                                                       |  |                          |        
|Selling, general and administrative expenses           |  |                          |        
|Reported selling, general and administrative expenses  |  | $                        | 207,266
|Reclassification of freight income and expense         |  |                          | 15,841 
|                                                       |  |                          |        
|Adjusted selling, general, and administrative expenses |  | $                        | 223,107
|                                                       |  |                          |        

---

(a) Historical reported 2001 amounts have been
adjusted to reflect the disposal of VPT



F-11



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



2.    Business and Credit Concentrations



Many of the Companys products are sold through major distributors, two
of which have exceeded 10% of the Companys consolidated net sales in prior years. These distributors accounted for 13% and 11%, respectively of the Companys net sales for 2002, for 12.3% and 9.5%, respectively, of the Companys net
sales in 2001, and 13.9% and 9.7%, respectively, of the Companys net sales in 2000. Accounts receivable from these distributors comprised approximately 24% and 10%, respectively, of the outstanding consolidated accounts receivable balances at
September 30, 2002 and approximately 10.6% and 10.7%, respectively, of the outstanding consolidated accounts receivable balances at September 30, 2001.



3.    Inventories



Inventories at September 30, 2001 and 2000 consist of the following:



|                           |  | 2002 |         | 2001
|-------------------------- |  | ---- | ------- | ----
|Raw materials and supplies |  |      | 74,293  |     
|Work in process            |  |      | 19,400  |     
|Finished goods             |  |      | 110,304 |     
|                           |  |      |         |     
|                           |  | $    | 203,997 |     
|                           |  |      |         |     



The Company uses the
last-in, first-out (LIFO) method to value inventory at certain subsidiaries. Inventories would have been $6,674 and $7,573 higher at September 30, 2002 and 2001, respectively, if the first-in, first-out (FIFO) method had been used.



During 2000, quantities of inventory valued on a LIFO basis were consumed.
This resulted in the liquidation of LIFO inventories valued at lower prevailing costs when such LIFO quantities were originally acquired in prior years. If these LIFO quantities had not been consumed, but replenished with the quantities valued at
current costs, net income in 2000 would have been decreased by approximately $125 and would have had no impact on either basic or diluted earnings per share. No such events occurred in 2002 and 2001.



4.    Income Taxes



Total income tax expense (benefit) for the years ended September 30, 2002,
2001, and 2000 is allocated as follows:



|                                                                                                                                |  | 2002 |        |   | 2001 |   |        | 2000 | 
|------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- | 
|Income from continuing operations                                                                                               |  | $    | 78,062 |   |      | $ | 70,250 |      | 
|Extraordinary items                                                                                                             |  |      |       |   |      |   | (1,359 | )    | 
|Discontinued operations                                                                                                         |  |      | (8,117 | ) |      |   | 1,053  |      | 
|Shareholders equity for unrealized gain on security available for sale                                                         |  |      | 2,044  |   |      |   | 251    |      | 
|Shareholders equity for cumulative effect of accounting changes for cash flow hedge                                            |  |      |       |   |      |   | 1,687  |      | 
|Shareholders equity for interest rate swap agreements                                                                          |  |      | (292   | ) |      |   | (1,397 | )    | 
|Shareholders equity for pension                                                                                                |  |      | (4,120 | ) |      |   |        |      | 
|Shareholders equity for compensation expense for tax purposes in excess of amounts recognized for financial reporting
purposes |  |      | (6,763 | ) |      |   | (3,301 | )    | 
|                                                                                                                                |  |      |        |   |      |   |        |      | 
|                                                                                                                                |  | $    | 60,814 |   |      | $ | 67,184 |      | 
|                                                                                                                                |  |      |        |   |      |   |        |      | 



F-12



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Income tax expense (benefit) attributable to income from continuing operations consists of:



|                               |  | Current |        | Deferred |   |        | Total
|------------------------------ |  | ------- | ------ | -------- | - | ------ | -----
|Year ended September 30, 2002: |  |         |        |          |   |        |      
|U.S., state and local          |  | $       | 57,553 |          | $ | 11,068 |      
|Foreign                        |  |         | 10,459 |          |   | (1,018 | )    
|                               |  |         |        |          |   |        |      
|                               |  | $       | 68,012 |          | $ | 10,050 |      
|                               |  |         |        |          |   |        |      
|Year ended September 30, 2001: |  |         |        |          |   |        |      
|U.S., state and local          |  | $       | 57,036 |          | $ | 3,296  |      
|Foreign                        |  |         | 9,260  |          |   | 658    |      
|                               |  |         |        |          |   |        |      
|                               |  | $       | 66,296 |          | $ | 3,954  |      
|                               |  |         |        |          |   |        |      
|Year ended September 30, 2000: |  |         |        |          |   |        |      
|U.S., state and local          |  | $       | 42,664 |          | $ | 8,401  |      
|Foreign                        |  |         | 4,679  |          |   | 1,857  |      
|                               |  |         |        |          |   |        |      
|                               |  | $       | 47,343 |          | $ | 10,258 |      
|                               |  |         |        |          |   |        |      



The domestic and
foreign components of income from continuing operations before income taxes, discontinued operations and extraordinary items are as follows:



|                                                                            |  | 2002 |         | 2001 |   | 2000   
|--------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|United States                                                               |  | $    | 178,737 |      | $ | 148,356
|Foreign                                                                     |  |      | 34,547  |      |   | 30,793 
|                                                                            |  |      |         |      |   |        
|Income before income taxes, discontinued operations and extraordinary items |  | $    | 213,284 |      | $ | 179,149
|                                                                            |  |      |         |      |   |        



Income tax expense
attributable to income from continuing operations was $78,062, $70,250, and $57,601 and in 2002, 2001, and 2000, respectively, and differed from the amounts computed by applying the U.S. Federal income tax rate of 35 percent to income from
continuing operations before income taxes, discontinued operations and extraordinary items in 2002, 2001, and 2000 as a result of the following:



|                                                                                                        |  | 2002 |        |   | 2001 |   |        | 2000 | 
|------------------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- | 
|Computed expected tax expense                                                                         |  | $    | 74,649 |   |      | $ | 62,702 |      | 
|Increase (reduction) in income taxes resulting from:                                                    |  |      |        |   |      |   |        |      | 
|Change in beginning of year valuation allowance for deferred tax assets allocated to income tax expense |  |      |       |   |      |   |       |      | 
|Amortization of goodwill                                                                                |  |      |       |   |      |   | 4,255  |      | 
|State and local income taxes, net of Federal income tax benefit                                         |  |      | 7,205  |   |      |   | 6,286  |      | 
|Foreign income taxed at rates higher than U.S. Federal Income                                           |  |      | (2,650 | ) |      |   | (860   | )    | 
|Foreign tax credits utilized in excess of U.S. tax on foreign earnings                                  |  |      |       |   |      |   |       |      | 
|Other, net                                                                                              |  |      | (1,142 | ) |      |   | (2,072 | )    | 
|                                                                                                        |  |      |        |   |      |   |        |      | 
|                                                                                                        |  | $    | 78,062 |   |      | $ | 70,250 |      | 
|                                                                                                        |  |      |        |   |      |   |        |      | 



The significant
components of deferred income tax benefit attributable to income from continuing operations for 2002, 2001, and 2000 are as follows:



|                                                                                           |  | 2002 |        | 2001 |   | 2000 
|------------------------------------------------------------------------------------------ |  | ---- | ------ | ---- | - | -----
|Deferred tax (benefit)/expense (exclusive of the effects of other components listed below) |  | $    | 7,625  |      | $ | 3,651
|Increase in the valuation allowance for deferred tax assets                                |  |      | 2,425  |      |   | 303  
|                                                                                           |  |      |        |      |   |      
|                                                                                           |  | $    | 10,050 |      | $ | 3,954
|                                                                                           |  |      |        |      |   |      



F-13



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities at September 30, 2002 and 2001 are presented below.



|                                                         |  | 2002 |          |   | 2001 |  
|-------------------------------------------------------- |  | ---- | -------- | - | ---- | -
|Deferred tax assets:                                     |  |      |          |   |      |  
|Inventories                                              |  | $    | 5,635    |   |      | $
|Compensation                                             |  |      | 2,929    |   |      |  
|Sale/Leaseback                                           |  |      | 4,424    |   |      |  
|Employee benefits                                        |  |      | 1,032    |   |      |  
|Net operating loss carryforwards                         |  |      | 3,839    |   |      |  
|Pension                                                  |  |      | 5,749    |   |      |  
|Warranty and other accruals                              |  |      | 5,327    |   |      |  
|                                                         |  |      |          |   |      |  
|Total gross deferred tax assets                          |  |      | 28,935   |   |      |  
|Less valuation allowance                                 |  |      | (3,839   | ) |      |  
|                                                         |  |      |          |   |      |  
|Net deferred tax assets                                  |  |      | 25,096   |   |      |  
|                                                         |  |      |          |   |      |  
|Deferred tax liabilities:                                |  |      |          |   |      |  
|Depreciation                                             |  |      | (16,918  | ) |      |  
|Purchase accounting                                      |  |      | (118,908 | ) |      |  
|Unrealized appreciation on securities available for sale |  |      | (4,073   | ) |      |  
|Other                                                    |  |      | (3,170   | ) |      |  
|                                                         |  |      |          |   |      |  
|Total deferred tax liabilities                           |  |      | (143,069 | ) |      |  
|                                                         |  |      |          |   |      |  
|Net deferred tax liability                               |  | $    | (117,973 | ) |      | $
|                                                         |  |      |          |   |      |  



The change in the net
deferred tax liability contains $21,353 and $2,044 of deferred tax liabilities related to acquisitions and the unrealized appreciation on securities available-for-sale, a reduction of $292 related to the amortization of gain on sale of interest rate
swaps and $4,120 of deferred tax assets related to pensions. The valuation allowance for deferred tax assets as of October 1, 2000 was $1,111. The net change in the total valuation allowance for the years ended September 30, 2002 and 2001 was an
increase of $2,425 and $303 respectively. The valuation allowance relates primarily to net operating loss carryforwards in certain foreign jurisdictions and U.S. states, in which there is a history of pre-tax accounting losses and foreign tax credit
carryforwards. Management is unable to conclude that there will be pre-tax accounting income in those jurisdictions in the near term. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment.



At September 30, 2002, the Company has an aggregate of $991 of foreign net operating loss carry forwards from certain foreign jurisdictions, the majority
of which have no expiration. The Company has an aggregate of $24,507 of various state net operating losses that expire between 2006 and 2018. At September 30, 2002 the Company has $2,195 of foreign tax credit carryforwards that expire in 2007.



Accumulated earnings of foreign subsidiaries at September 30,
2002, 2001, and 2000 of approximately $51,000, $25,000, and $11,000, respectively, have been reinvested in the business and no provision for income taxes has been made for the repatriation of these earnings.





F-14



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



5.    Acquisitions and Divestitures



The Company has completed 29 acquisitions, discontinued one business and
spun off one business since the beginning of 2000. The acquired companies are all engaged in businesses that are similar to the Companys existing businesses. The divested company was engaged in the business of vacuum process technologies. The
spun off company was engaged in the dental business.



2002



During 2002, the Company completed nine acquisitions for
cash. The aggregate purchase price for these acquisitions, net of cash acquired, was approximately $141 million. None of the acquisitions were considered individually significant. The total goodwill and identifiable intangibles assets for the
acquired companies was approximately $111 million. The intangible assets will be amortized over their expected lives ranging from 3 to 20 years. The following table outlines the sales, operating income and total assets for the most recent available
twelve-month period prior to each cash acquisition:



|Business SegmentCompany Acquired                                   |  | Acquisition Date |  | Sales          |        | OperatingIncome |   | TotalAssets |  | Type ofAcquisition
|------------------------------------------------------------------ |  | ---------------- |  | -------------- | ------ | --------------- | - | ----------- |  | ------------------
|                                                                   |  |                  |  | (in thousands)
|Clinical Diagnostics:                                              |  |                  |  |                |        |                 |   |             |  |                   
|                                                                   |  |                  |  |                |       
|Forefront Diagnostics, Inc.                                        |  | November 2001    |  | $              | 6,300  |                 | $ | 1,700       |  | $                 
|Separation Technology, Inc.                                        |  | January 2002     |  |                | 3,200  |                 |   | 1,000       |  |                   
|Capitol Vial, Inc.                                                 |  | February 2002    |  |                | 27,000 |                 |   | 9,600       |  |                   
|Mirror Product Line of SMC Manufacturing                           |  | May 2002         |  |                | 600    |                 |   | 200         |  |                   
|                                                                   |  |                  |  |                |       
|Labware and Life Sciences:                                         |  |                  |  |                |        |                 |   |             |  |                   
|                                                                   |  |                  |  |                |       
|Chromacol Limited, Epsom Glass Industries Limited, and Amchro Inc. |  | October 2001     |  |                | 9,900  |                 |   | 350         |  |                   
|Barden Engineering                                                 |  | October 2001     |  |                | 600    |                 |   | 130         |  |                   
|Cosmotec Co. Ltd.                                                  |  | October 2001     |  |                | 5,500  |                 |   | 2,500       |  |                   
|Marsh Bio Products, Inc.                                           |  | April 2002       |  |                | 17,000 |                 |   | 1,800       |  |                   
|TFO Incorporated                                                   |  | May 2002         |  |                | 1,700  |                 |   | 160         |  |                   



The following pro
forma financial information presents the combined results of operations of the Company and the purchased businesses referred above as if the 2002 acquisitions had occurred as of October 1, 2000, after giving effect to certain adjustments including
amortization of intangible assets, additional depreciation expense, increased interest expense on debt related to the acquisition and related tax effects. The pro forma information does not necessarily reflect the results of operations that would
have occurred had the Company and the purchased companies listed above constituted a single entity during such periods.



|                                  |  | 2002 |           | 2001
|--------------------------------- |  | ---- | --------- | ----
|Net sales                         |  | $    | 1,102,105 |     
|Income before extraordinary item  |  |      | 126,347   |     
|Net income                        |  |      | 126,347   |     
|Basic earnings per common share   |  |      | 1.19      |     
|Diluted earnings per common share |  |      | 1.16      |     



F-15



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



2001



During 2001, the Company completed ten acquisitions, eight for all cash and two for cash and notes in the amount of $79,885. The aggregate cash price
of the acquisitions (none of which individually or aggregated was significant) was approximately $158 million. The results of these acquisitions were included as of the date they were acquired. The total goodwill and intangibles for the acquired
companies was approximately $153 million. Intangible assets with a definite life will be amortized over 3 to 40 years. The following table outlines unaudited sales and operating income for the most recent date prior to the acquisition, and
unaudited total assets at the most recent available date prior to acquisition, for each of the acquired companies. The type of acquisition refers to whether the Company purchased assets or the stock of the acquired companies.



|Business SegmentCompany Acquired                                                            |  | Date           |  | Sales          |        | OperatingIncome |   |       | TotalAssets |  | Type ofAcquisition
|------------------------------------------------------------------------------------------- |  | -------------- |  | -------------- | ------ | --------------- | - | ----- | ----------- |  | ------------------
|                                                                                            |  |                |  | (in thousands)
|Clinical Diagnostics:                                                                       |  |                |  |                |        |                 |   |       |             |  |                   
|Vacuum Process Technologies, Inc.                                                           |  | Nov. 2000      |  | $              | 3,977  |                 | $ | (19   | )           |  | $                 
|Disposable Glass Culture Tube Business of Kimble Glass, Inc.                                |  | April 2001     |  |                | 5,800  |                 |   | 331   |             |  |                   
|Innovative Diagnostics, Inc.                                                                |  | July 2001      |  |                | 1,300  |                 |   | 163   |             |  |                   
|Disposable Glass Pasteur Pipette and Perfume Sampler Vial Product Line of Kimble Glass Inc. |  | August 2001    |  |                | 2,000  |                 |   | 400   |             |  |                   
|Latex Agglutination Product Line of Medtek Diagnostics LLC.                                 |  | July 2001      |  |                | 220    |                 |   | 150   |             |  |                   
|Daniel Mirror Company                                                                       |  | September 2001 |  |                | 6,800  |                 |   | 2,000 |             |  |                   
|                                                                                            |  |                |  |                |       
|Labware and Life Sciences:                                                                  |  |                |  |                |        |                 |   |       |             |  |                   
|BioRobotics Group Limited                                                                   |  | March 2001     |  |                | 10,500 |                 |   | 2,500 |             |  |                   
|Advanced Biotechnologies Ltd.                                                               |  | April 2001     |  |                | 21,500 |                 |   | 6,700 |             |  |                   
|Mosaic Technologies Inc.                                                                    |  | July 2001      |  |                | 1,400  |                 |   | (747  | )           |  |                   
|Chromatography Vial Product Line of Kimble Glass, Inc.                                      |  | August 2001    |  |                | 7,200  |                 |   | 1,300 |             |  |                   



F-16



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



2000



Acquisitions



During 2000, the Company completed ten acquisitions, nine for all cash and one for cash and notes in the amount of $30,600. The aggregate cash price of
the acquisitions (none of which individually or aggregated was significant) was $206,900. The Company was subject to future purchase price adjustments based upon earnout provisions under one of the purchase and sale agreements. Such earnout
provision has a maximum payout of $6,000. The earnout provision is subject to the achievement of certain financial goals and is not contingent upon employment. The entire earnout was paid in fiscal 2001 and is accounted for as additional goodwill.
All acquisitions were accounted for as purchases. The results of the acquisitions were included as of the date they were acquired. The total goodwill for the acquired companies was approximately $205,100. The following table outlines unaudited sales
and operating income for the most recent date prior to the acquisition, and unaudited total assets at the most recent available date prior to acquisition, for each of the acquired companies.



|Business SegmentCompany Acquired                                           |  | Date           |  | Sales          |        | OperatingIncome |   |        | TotalAssets |  | Type ofAcquisition
|-------------------------------------------------------------------------- |  | -------------- |  | -------------- | ------ | --------------- | - | ------ | ----------- |  | ------------------
|                                                                           |  |                |  | (in thousands)
|Clinical Diagnostics:                                                      |  |                |  |                |        |                 |   |        |             |  |                   
|Microm Laborgoräte GmbH                                                    |  | October 1999   |  | $              | 20,676 |                 | $ | 1,112  |             |  | $                 
|Lab Vision Corporation                                                     |  | August 2000    |  |                | 7,487  |                 |   | 1,146  |             |  |                   
|Consolidated Technologies, Inc                                             |  | March 2000     |  |                | 7,782  |                 |   | 2,888  |             |  |                   
|Murex bacteriology latex agglutination product line of Abbott Laboratories |  | August 2000    |  |                | 20,461 |                 |   | 10,026 |             |  |                   
|The thyroid and coagulation product line of Axis Shield                    |  | September 2000 |  |                | 4,507  |                 |   | 2,174  |             |  |                   
|                                                                           |  |                |  |                |       
|Labware and Life Sciences:                                                 |  |                |  |                |        |                 |   |        |             |  |                   
|Robbins Scientific Corporation                                             |  | October 1999   |  |                | 19,601 |                 |   | 4,088  |             |  |                   
|Versi Dry® product line of National Packaging Services Corporation         |  | February 2000  |  |                | 2,494  |                 |   | 1,300  |             |  |                   
|Sun International                                                          |  | February 2000  |  |                | 5,818  |                 |   | (270   | )           |  |                   
|Genevac Limited                                                            |  | May 2000       |  |                | 10,624 |                 |   | 1,082  |             |  |                   
|Genevac Inc                                                                |  | May 2000       |  |                | 1,626  |                 |   |       |             |  |                   



2003



Subsequent to September 30, 2002, the Company completed
two acquisitions for cash. The following unaudited table outlines the sales, operating income and total assets for the most recent available twelve-month period prior to each cash acquisition.



|Business SegmentCompany Acquired |  | Date         |  | Sales          |       | OperatingIncome |   | TotalAssets |  | Type ofAcquisition
|-------------------------------- |  | ------------ |  | -------------- | ----- | --------------- | - | ----------- |  | ------------------
|                                 |  |              |  | (in thousands)
|Clinical Diagnostics:            |  |              |  |                |       |                 |   |             |  |                   
|Neomarkers                       |  | October 2002 |  | $              | 4,000 |                 | $ | 2,500       |  | $                 
|Opus                             |  | October 2002 |  |                | 2,000 |                 |   | 1,000       |  |                   



F-17



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Discontinued Operations:



Divestiture



During March 2002, we made the decision to dispose of our vacuum deposition chamber business, Vacuum Process Technology, Inc. (VPT). The
decision was made following a slow-down in the telecommunications industry, in which VPT targets a majority of its products, and as a result, the business no longer meets the Companys strategic requirements. In connection with the
discontinuance of this business we incurred a one-time charge of $13,200, net of income tax benefit of $7,600 related to the write down of net assets to their estimated realizable value. The decision to sell VPT represents a disposal of long-lived
assets and disposal group under Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Accordingly, results of this business have been classified as discontinued operations, and prior
periods have been restated. In the event the Company ultimately disposes of VPT for an amount less than the carrying value of the business, an additional charge will be recognized upon disposal. For business reporting purposes, VPT was previously
classified in the clinical diagnostics business segment. Operating results from VPT were as follows:



|                             |  | Year EndedSeptember 30, |       
|---------------------------- |  | ----------------------- | ------
|                             |  | 2002                    |       
|Net Sales                    |  | $                       | 3,982 
|Gross Profit                 |  |                         | 544   
|Pretax income (loss)         |  |                         | (1,370
|Income tax benefit (expense) |  |                         | 497   
|Net income (loss)            |  |                         | (873  



Assets and liabilities
of VPT were as follows:



|                                   |  | September 30,
|---------------------------------- |  | -------------
|                                   |  | 2002         
|Current assets                     |  | $            
|Property, plant and equipment, net |  |              
|Intangible assets                  |  |              
|Total assets                       |  |              
|Current liabilities                |  |              
|Total liabilities                  |  |              



Distribution



On November 8, 2000, the Company announced that it had
declared a pro rata distribution (or spin-off) to its shareholders of the common stock and related preferred stock purchase rights of Sybron Dental Specialties, Inc. (the Spin-Off). Shareholders of record as of November 30, 2000 received
one share of Sybron Dental Specialties, Inc. (SDS) common stock for every three shares of Apogent common stock they owned. These consolidated financial statements have reclassified SDS and its affiliates to discontinued operations. On
December 11, 2000 the Spin-Off was completed. No proceeds were received by the Company in connection with the Spin-Off. For 2001 the Company has included a net loss of $11,800 from discontinued operations. The net loss included transaction expenses
of $12,500 relating to the Spin-Off of SDS. Revenues and net income from SDS through the date of the Spin-Off (December 11, 2000) were $67,400 and $638, respectively, and offset the transaction expenses. Income included in discontinued operations
for 2000 and 1999 was $41,597 and $47,844, respectively. SDS issued its own financial statements as of September 30, 2000.



F-18



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As a result, these consolidated financial statements have classified SDS and its affiliates to
discontinued operations. SDS now owns and operates what were formerly the professional dental, orthodontics and infection control products business segments.



6.    Property, Plant and Equipment



Major classifications of property, plant and equipment at September 30, 2002 and 2001 are as follows:



|                                    |  | 2002 |          |   | 2001 |  
|----------------------------------- |  | ---- | -------- | - | ---- | -
|Land and land improvements          |  | $    | 13,279   |   |      | $
|Buildings and building improvements |  |      | 119,368  |   |      |  
|Machinery and equipment             |  |      | 369,996  |   |      |  
|Construction in progress            |  |      | 22,930   |   |      |  
|                                    |  |      |          |   |      |  
|                                    |  |      | 525,573  |   |      |  
|Less: Accumulated depreciation      |  |      | (254,680 | ) |      |  
|                                    |  |      |          |   |      |  
|                                    |  | $    | 270,893  |   |      | $
|                                    |  |      |          |   |      |  



7.    Intangible Assets



The Company adopted Statement No. 142, Goodwill and Other Intangible Assets (SFAS 142), on October 1, 2001. SFAS 142 requires that all goodwill and intangible assets with indefinite useful lives will no longer be
amortized, but instead tested for impairment at least annually. The Company has performed its initial impairment tests as well as its initial annual impairment test and the results indicate no circumstances of impaired goodwill. The following table
reconciles reported amounts to that which would have been reported if the current method of accounting was used for the fiscal years ended September 30, 2001, 2000, 1999, and 1998:



|                                            |  | Year Ended September 30,
|------------------------------------------- |  | ------------------------
|                                            |  | 2001(a)                 
|Income before extraordinary items:          |  |                         
|Reported income before extraordinary items  |  | $                       
|Add back: goodwill amortization, net of tax |  |                         
|                                            |  |                         
|Adjusted income before extraordinary items  |  | $                       
|                                            |  |                         
|Net income:                                 |  |                         
|Reported net income                         |  | $                       
|Add back: goodwill amortization, net of tax |  |                         
|                                            |  |                         
|Adjusted net income                         |  | $                       
|                                            |  |                         
|Basic earnings per common share:            |  |                         
|Reported earnings per share                 |  | $                       
|Add back: goodwill amortization, net of tax |  |                         
|                                            |  |                         
|Adjusted basic earnings per common share    |  | $                       
|                                            |  |                         
|Diluted earnings per common share:          |  |                         
|Reported fully diluted earnings per share   |  | $                       
|Add back: goodwill amortization, net of tax |  |                         
|                                            |  |                         
|Adjusted Diluted earnings per common share  |  | $                       
|                                            |  |                         

---

(a) Historical reported 2001 amounts have been
adjusted to reflect the disposal of VPT



F-19



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As a result of SFAS 142, the Company is no longer amortizing approximately $1,029,591 of goodwill as
of September 30, 2002. As a result of current year acquisitions and subsequent payments made in relation to prior year acquisitions, the Company added approximately $113 million to intangibles and goodwill since September 30, 2001 (approximately $43
million to goodwill and $70 million to amortizable intangible assets). Deferred financing fees paid in connection with the October 2001 convertible debt offering increased other intangible assets by $8.1 million. In addition, the Company included
approximately $21 million in goodwill and intangibles in with the calculation of the estimated loss on sale of VPT and reduced goodwill by $6 million as a result of a return of the purchase price for a prior year acquisition as a result of the
settlement of certain liabilities.



Intangible assets are as
follows:



|                                           |  | September 30, |           |   | WeightedAverageLife
|------------------------------------------ |  | ------------- | --------- | - | -------------------
|                                           |  | 2002          |           |   | 2001               
|Amortizable intangible assets              |  |               |           |   |                    
|Proprietary technology                     |  | $             | 91,571    |   |                    
|Trademarks                                 |  |               | 80,402    |   |                    
|Patents                                    |  |               | 34,092    |   |                    
|Licenses                                   |  |               | 17,798    |   |                    
|Drawings                                   |  |               | 11,754    |   |                    
|Non-compete agreements                     |  |               | 16,316    |   |                    
|Other                                      |  |               | 37,022    |   |                    
|Less: Accumulated amortization             |  |               | (75,433   | ) |                    
|                                           |  |               |           |   |                    
|Net amortizable intangible assets          |  |               | 213,522   |   |                    
|Unamortizable intangible assets (goodwill) |  |               | 1,029,591 |   |                    
|                                           |  |               |           |   |                    
|                                           |  | $             | 1,243,113 |   |                    
|                                           |  |               |           |   |                    



F-20



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Intangible assets by business segment at September 30, 2002 were as follows:



|                                                      |  | ClinicalDiagnostics |         |   | Labware &LifeSciences |   |         | LaboratoryEquipment |  |   | Consolidated |  
|----------------------------------------------------- |  | ------------------- | ------- | - | --------------------- | - | ------- | ------------------- |  | - | ------------ | -
|Proprietary technology                                |  | $                   | 68,705  |   |                       | $ | 13,226  |                     |  | $ | 9,640        |  
|Less: Accumulated amortization                        |  |                     | (20,645 | ) |                       |   | (4,664  | )                   |  |   | (1,951       | )
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net proprietary technology                            |  |                     | 48,060  |   |                       |   | 8,562   |                     |  |   | 7,689        |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Trademarks                                            |  |                     | 16,053  |   |                       |   | 53,103  |                     |  |   | 11,246       |  
|Less: Accumulated amortization                        |  |                     | (1,332  | ) |                       |   | (10,412 | )                   |  |   | (3,980       | )
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net trademarks                                        |  |                     | 14,721  |   |                       |   | 42,691  |                     |  |   | 7,266        |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Patents                                               |  |                     | 18,946  |   |                       |   | 13,483  |                     |  |   | 1,664        |  
|Less: Accumulated amortization                        |  |                     | (3,600  | ) |                       |   | (2,427  | )                   |  |   | (629         | )
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net patents                                           |  |                     | 15,346  |   |                       |   | 11,056  |                     |  |   | 1,035        |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Licenses                                              |  |                     | 15,461  |   |                       |   | 2,337   |                     |  |   |             |  
|Less: Accumulated amortization                        |  |                     | (3,970  | ) |                       |   | (167    | )                   |  |   |             |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net licenses                                          |  |                     | 11,491  |   |                       |   | 2,170   |                     |  |   |             |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Drawings                                              |  |                     |        |   |                       |   | 454     |                     |  |   | 11,300       |  
|Less: Accumulated amortization                        |  |                     |        |   |                       |   | (157    | )                   |  |   | (5,650       | )
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net drawings                                          |  |                     |        |   |                       |   | 297     |                     |  |   | 5,650        |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Non-compete agreements                                |  |                     | 8,393   |   |                       |   | 7,717   |                     |  |   | 206          |  
|Less: Accumulated amortization                        |  |                     | (4,132  | ) |                       |   | (4,344  | )                   |  |   | (160         | )
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net non-compete agreements                            |  |                     | 4,261   |   |                       |   | 3,373   |                     |  |   | 46           |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Other identifiable intangible assets(a)               |  |                     | 7,439   |   |                       |   | 12,979  |                     |  |   |             |  
|Less: Accumulated amortization                        |  |                     | (210    | ) |                       |   | (2,426  | )                   |  |   |             |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net other identifiable intangibles(a)                 |  |                     | 7,229   |   |                       |   | 10,553  |                     |  |   |             |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Net amortizable intangible assets(a)                  |  | $                   | 101,108 |   |                       | $ | 78,702  |                     |  | $ | 21,686       |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Excess cost over net asset values acquired (goodwill) |  | $                   | 549,039 |   |                       | $ | 394,738 |                     |  | $ | 85,814       |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  
|Unamortizable intangible assets                       |  | $                   | 549,039 |   |                       | $ | 394,738 |                     |  | $ | 85,814       |  
|                                                      |  |                     |         |   |                       |   |         |                     |  |   |              |  

---

Note (a): At September 30, 2002, Apogent Corporate
Office had $16,604 of amortizable other identifiable assets and $4,578 of related accumulated amortization that was not allocated to any of the business segments.



Amortization expense relating to the existing identifiable intangibles assets for 2002 was $21,436 and for each of the next
five years is expected to be $22,100, $20,700, $16,200, $14,300, and $13,500, respectively.



F-21



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The changes in the carrying amount of goodwill for the year ended September 30, 2002 are as follows:



|                                                      |  | ClinicalDiagnostics |         |   | Labware &LifeSciences |   |         | LaboratoryEquipment |  | Consolidated |       
|----------------------------------------------------- |  | ------------------- | ------- | - | --------------------- | - | ------- | ------------------- |  | ------------ | ------
|Balance at September 30, 2001                         |  | $                   | 397,433 |   |                       | $ | 375,280 |                     |  | $            | 79,178
|Goodwill acquired during the year(a)                  |  |                     | 95,087  |   |                       |   | 4,456   |                     |  |              |      
|Reclassification of customer lists and workforce(b)   |  |                     | 73,835  |   |                       |   | 20,672  |                     |  |              | 4,469 
|Goodwill written off related to disposal of VPT       |  |                     | (21,023 | ) |                       |   |        |                     |  |              |      
|Reduction in purchase price of prior year acquisition |  |                     |        |   |                       |   | (10,635 | )                   |  |              |      
|Effect of change in foreign currencies                |  |                     | 3,707   |   |                       |   | 4,965   |                     |  |              | 2,167 
|                                                      |  |                     |         |   |                       |   |         |                     |  |              |       
|Balance at September 30, 2002                         |  | $                   | 549,039 |   |                       | $ | 394,738 |                     |  | $            | 85,814
|                                                      |  |                     |         |   |                       |   |         |                     |  |              |       

---

|(a) |  | Includes effect of final purchase price allocation related to prior year acquisitions.
|--- |  | --------------------------------------------------------------------------------------

|(b) |  | The Company reclassified certain customer lists amounting to $114,931 to goodwill in accordance with SFAS 142. These amounts were determined to be inseparable from the underlying
businesses to which they relate.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8.    Long-Term Debt



Long-term debt at September 30, 2002 and 2001 consists of the following:



|                                         |  | 2002 |         |   | 2001 |  
|---------------------------------------- |  | ---- | ------- | - | ---- | -
|Revolving Credit Facility                |  | $    |        |   |      | $
|8% Senior Notes, net of discount         |  |      | 323,685 |   |      |  
|2.25% Senior Convertible Contingent Debt |  |      | 300,000 |   |      |  
|Sellers Notes                           |  |      | 24,656  |   |      |  
|Sale/Leaseback Obligation                |  |      | 11,416  |   |      |  
|Capital leases and other                 |  |      | 615     |   |      |  
|                                         |  |      |         |   |      |  
|                                         |  |      | 660,372 |   |      |  
|Less: Current portion of long-term debt  |  |      | (25,352 | ) |      |  
|                                         |  | $    | 635,020 |   |      | $
|                                         |  |      |         |   |      |  
|Securities Lending Agreement             |  | $    | 60,183  |   |      | $
|                                         |  |      |         |   |      |  



Credit
Agreements:    Until December 11, 2000, the Company and its principal domestic subsidiaries (including certain subsidiaries of SDS) were parties to a credit agreement (as amended, the Previous Credit Agreement)
with The Chase Manhattan Bank (Chase) and certain other lenders providing for a term A loan facility of $300,000 (the Tranche A Term Loan Facility), a term B loan facility (the Tranche B Term Loan Facility) and a
revolving credit facility of up to $600,000 (the Previous Revolving Credit Facility). In connection with the Spin-Off, on December 1, 2000, the Company entered into a new credit agreement (the Credit Agreement) with Chase and
certain other lenders providing for a term loan of $300,000 (the Term Loan Facility) and a revolving credit facility of up to $500,000 (the Revolving Credit Facility and together with the Term Loan Facility, the Credit
Facilities). Borrowings under the Credit Facilities are unsecured. On December 11, 2000, the Company borrowed approximately $563,000 under the Credit Facilities and together with funds aggregating $375,000 (approximately $307,100, the amount
equal to the outstanding amounts under the Previous Credit Agreement attributable to SDS on December 11, 2000 including accrued interest plus a cash dividend of $67,900 from SDS to the Company), used such funds to repay all of the outstanding
amounts under the Previous Credit Agreement (including amounts attributable to SDS and accrued interest) aggregating $938,000.



F-22



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Revolving Credit Facility:    Borrowings under the Revolving Credit
Facility mature on December 1, 2005. The Revolving Credit Facility provides for an annual interest rate at the option of the Company, equal to (a) ABR plus 0% to .375% (the Revolving ABR Margin) or (b) the Eurodollar Rates plus .375% to
1.375% (the Revolving Loan Eurodollar Rate Margin). In addition, the Company has a third option to set the rate by a competitive bid process among the parties to the Revolving Credit Facility (the CAF). The Company also pays
a facility fee of .125% to .375% for all commitments from the lenders, whether drawn, or undrawn and pays a utilization fee of 0.25% per annum if more than 50% of the Revolving Credit Facility is drawn. The Revolving ABR Margin, the Revolving Loan
Eurodollar Rate Margin and the facility fee depend upon the Companys credit rating from S&P and Moodys. Based upon the Companys current credit rating, the Revolving ABR Margin, the Revolving Loan Eurodollar Rate Margin and the
facility fee would be 0%, 0.8% and 0.2%, respectively. The Revolving Credit Facility also provides for a multi-currency sub-facility providing up to $100,000 in sub-commitments in non-dollar currencies. Terms and conditions on the multi-currency
sub-facility are to be agreed upon between the Company and Chase and the lenders providing funding under such facility. The Company may not exceed a total of $500,000 in dollar and non-dollar commitments under this Revolving Credit Facility. The
Revolving Credit Facility also provides for the issuance of standby letters of credit and commercial letters of credit on behalf of the Companys subsidiaries as required in the ordinary course of business as part of the working capital line.
There were no outstanding balances under the Revolving Credit Facility as of  September 30, 2002.



The Credit Agreement contains financial and operating covenants, including, among other things: restrictions on investments; requirements that the Company
maintain certain financial ratios; restrictions on the ability of the Company and its subsidiaries to create or permit liens, or to pay dividends or make other restricted payments (as defined) in excess of $100,000 plus 50% of the defined
consolidated net income of the Company for each fiscal quarter ending after September 30, 2000, less any dividends paid or other restricted payments made after September 30, 2000; and limitations on incurrence of additional indebtedness. The
Companys obligations under the Revolving Credit Facility are guaranteed by the Companys material domestic subsidiaries.



Term Loan Facility:    Borrowings under the Term Loan Facility were paid in full from the proceeds of the Senior Notes Offering
completed in April 2001.



8% Senior
Notes:    On April 4, 2001 the Company issued $325,000 of unsecured senior notes in a private placement with exchange and registration rights, and in August 2001 we completed a registered exchange of the privately placed
notes for similar notes that had been registered with the SEC. The notes were offered at a discount of approximately $1,469. They will mature on April 1, 2011. Interest is fixed at an annual rate of 8% and is payable on April 1 and October 1 of each
year, beginning on October 1, 2001. The notes are redeemable by the Company at any time in whole, or from time to time in part, at a price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis at the applicable Treasury Yield (as defined in
the bond agreement) plus 35 basis points, plus accrued interest to the date of redemption. The Company used the proceeds from the issuance to repay all of its Term Loan Facility ($300 million) and a portion of its Revolving Credit Facility. The
notes are guaranteed by the Companys material U.S. subsidiaries, which also guarantee the Companys obligations under its Revolving Credit Facility.



Senior Convertible Contingent Debt:    On October 10, 2001, the Company issued $300 million of senior convertible contingent
debt securities (CODES). The CODES have a fixed interest rate of 2.25% per annum. Interest is payable on April 15 and October 15 of each year. The Company will also pay contingent interest during any six-month period if the average trading price of
the CODES during a specified period of five trading days preceding the relevant six-month period is above specified levels. No contingent interest is payable during



F-23



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



the six-month period from April 15, 2002 to October 14, 2002. The CODES will mature on October 15, 2021. The CODES are convertible, subject to certain
conditions (based upon specified factors including but not limited to the sale price of the Companys common stock, trading prices of the CODES, maintenance of the Companys credit ratings, and the occurrence of specified corporate
transactions), into Apogent Common Stock at a price of approximately $30.49 per share. The Company may redeem some or all of the CODES on or after October 20, 2004. The holders may require the Company to purchase all or a portion of their CODES on
October 20, 2004 and on October 15, 2006, 2011 and 2016, or subject to specified exceptions, upon a change of control event. Certain of the Companys U.S. subsidiaries guarantee the Companys obligations under the CODES. The proceeds from
the issuance were used to pay down the outstanding balance on our Revolving Credit Facility, and for general corporate purposes.



Sellers Notes:    In connection with certain acquisitions, the Company has issued notes payable to the related sellers.
The notes bear interest of 5% to 6% and mature at various dates through July, 2003. Certain notes are redeemable by the holders, subject to certain time restrictions. The notes are unsecured, however in certain instances, some are guaranteed by a
subsidiary of the Company.



Sale/Leaseback:    On December 22, 1988, the Company completed the sale and leaseback (the Sale/Leaseback) of its then principal domestic manufacturing and office facilities with an unaffiliated third
party. The proceeds of $22,500 (net of approximately $1,100 in fees) were used to retire debt. The transaction has been accounted for as a financing for financial statement purposes and as a sale for income tax purposes. The financing obligation is
being amortized over the initial 25-year lease term.



The
Company pays all costs of maintenance and repair, insurance, taxes, and all other expenses associated with the properties. In addition, each of the leases is unconditionally guaranteed by the Company.



The initial term of each lease is 25 years with five five-year renewal
options. The initial aggregate annual payments relating to the Company under the leases were $1,727 payable monthly in advance. On the fifth anniversary of the leases and every five years thereafter (including renewal terms), the rent is increased
by the percentage equal to 75% of the percentage increase in the Consumer Price Index over the preceding five years. The percentage increase to the rent in any five-year period will be capped at 15%. Beginning January 1, 1999 annual payments
increased to $2,176. The next adjustment will not occur until January 1, 2004.



The Company has the option to purchase the facilities according to the terms of any bona fide offer received by the lessor from a third party (the Third Party Offer) at any time during the term of the
leases. The purchase price upon exercise of the option will be an amount equal to the purchase price contained in the Third Party Offer. The Company also has the option to purchase the facilities, subject to complying with the notice provision in
the leases, on any date between June 1, 2008 and May 31, 2009. The purchase price upon the exercise of the option is the greater of the fair market value of the leased premises or the sum of the landlords acquisition cost for the leased
premises and any prepayment premiums that would be payable under the landlords financing for the premises.



In the event of a breach of certain covenants which include, subject to certain exceptions, restrictions on the Companys and its subsidiaries
incurrence of certain additional indebtedness, payment of dividends or the making of other distributions or the repurchase of the Companys capital stock, or the creation of liens on their respective properties, the Company must cause each
subsidiary to make a rejectable offer to the lessor to purchase its facility. If the lessor accepts the rejectable offer, each subsidiary will pay to the lessor a formula price based upon the lessors equity in the property and the
lessors pre-payment premium to its lender. The Company may also be obligated to repurchase the property upon the occurrence of certain other events.



F-24



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Securities Lending Agreement:    On September 29, 1999, the Company
purchased a United States Treasury Bond (Treasury) with a par value of $50,000, an interest rate of 6.15% and a maturity date of August 15, 2029. Concurrent with the purchase of the Treasury, the Company loaned the security to an
unrelated third party for a period of 23 years. In exchange for the loaned Treasury, the Company has received collateral equal to the market value of the Treasury on the date of the loan, and adjusted on a weekly basis. This securities lending
transaction is related to the Companys existing lending policy by fixing $50,000 of its floating rate debt. For a period of five years, the Company is obligated to pay a rebate on the loaned collateral at an annual fixed rate of 6.478% and is
entitled to receive a fee for the loan of the security at a floating rate equal to LIBOR minus .75%. Thereafter, the Company is required to pay the unrelated third party a collateral fee equal to the one-week general collateral rate of interest (as
determined weekly in good faith by the unrelated third party, provided that such rate shall not exceed the federal funds rate in effect as of the day of determination plus .25%) and the Company receives all distributions made on or in respect to the
Treasury. This transaction is accounted for as a secured borrowing under Statement of Financial Accounting Standards No. 140.



Maturities of Long-Term Debt:    As of September 30, 2002, maturities of long-term debt, including capital leases, are as
follows:



|Fiscal     |  |  
|---------- |  | -
|2003       |  | $
|2004       |  |  
|2005       |  |  
|2006       |  |  
|2007       |  |  
|Thereafter |  |  
|           |  |  
|           |  | $
|           |  |  



9.    Lease
Commitments



As of September 30, 2002, minimum rentals,
excluding rent payments under the Sale/Leaseback described in note 8, under capital and noncancellable operating leases consisting primarily of machinery and equipment, and building leases are:



|Fiscal                                      |  | Capital |     | Operating
|------------------------------------------- |  | ------- | --- | ---------
|2003                                        |  | $       | 286 |          
|2004                                        |  |         | 185 |          
|2005                                        |  |         | 89  |          
|2006                                        |  |         | 5   |          
|2007                                        |  |         |    |          
|Thereafter                                  |  |         |    |          
|                                            |  |         |     |          
|                                            |  | $       | 565 |          
|                                            |  |         |     |          
|Less amounts representing interest          |  |         | 48  |          
|                                            |  |         |     |          
|Present value of net minimum lease payments |  |         | 517 |          
|Less current portion                        |  |         | 255 |          
|                                            |  |         |     |          
|Long-term obligations under capital leases  |  | $       | 262 |          
|                                            |  |         |     |          



Amortization of assets
held under capital leases is included with depreciation expense.



Rental expense under operating leases was $14,428, $11,710, and $9,434, in 2002, 2001, and 2000, respectively.



F-25



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



10.    Fair Market Value of Financial Instruments



The carrying amounts of financial instruments approximate fair value due to
the short maturity of those instruments except as follows:



8% Senior Notes and 2.25% Senior Convertible Contingent Debt (CODES):    The fair values of our issued debt securities were obtained from dealer quotes. The estimated fair market value of the 8% Senior Notes
approximated the reported amount as of September 30, 2001. There were no CODES outstanding as of September 30, 2001.



|                |  | September 30, 2002 |         | September 30, 2001 
|--------------- |  | ------------------ | ------- | -------------------
|                |  | ReportedAmount     |         | EstimatedFair Value
|8% Senior Notes |  | $                  | 323,685 |                    
|2.25% CODES     |  |                    | 300,000 |                    

Sale/Leaseback:    The fair value was determined by estimating the
interest rate at which the Company could refinance the Sale/Leaseback given the same maturity period.



|               |  | September 30, 2002 |        | September 30, 2001 
|-------------- |  | ------------------ | ------ | -------------------
|               |  | ReportedAmount     |        | EstimatedFair Value
|Sale Leaseback |  | $                  | 11,416 |                    



Foreign Exchange
Contracts:    The Company enters into foreign exchange hedging contracts to hedge certain sales commitments and loans made to foreign subsidiaries denominated in foreign currencies. The purpose of the Companys foreign
currency-hedging activities is to protect the Company from the risk that the eventual cash flows resulting from foreign activities will be adversely affected by changes in exchange rates. The recognition of gains and losses on contracts entered into
to hedge sales commitments are included in net income as an adjustment to net sales. At September 30, 2002 and 2001, the Company had no foreign exchange option contracts with respect to sales commitments. At September 30, 2002, the Company had one
foreign exchange option contract relating to loans made to purchase a foreign subsidiary.



Interest Rate Swaps:    The Company enters into interest rate swaps to stabilize funding costs by minimizing the effect of potential interest rate increases on floating-rate debt in a rising
interest rate environment. Under these agreements, the Company contracts with a counter party to exchange the difference between a fixed rate and a floating rate applied to the notional amount of the swap. Swap contracts are principally between one
and five years in duration. The differential to be paid or received on interest rate swap agreements is accrued as interest rates change and is recognized in net income as an adjustment to interest expense. Gains and losses resulting from terminated
interest rate swap agreements are deferred and recognized in net income over the shorter term of the remaining contractual life of the swap agreement or the remaining term of the debt underlying the swap agreement. If swap agreements are terminated
due to the underlying debt being extinguished, any resulting gain or loss is recognized in net income as an adjustment to interest expense at the time of the termination. As of September 30, 2002, the Company has no interest rate swap agreements.



On December 11, 2000, the Company extinguished the variable
rate long-term debt to which the then-existing swaps were designated and as a result the interest rate swaps ceased to be accounted for as hedges. On December 12, 2000, the Company sold the interest rate swaps for an aggregate gain of $1,055, net of
tax. Upon



F-26



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



the sale of the interest rate swaps, the Company reduced the unrealized gain recorded at October 1, 2000 in other comprehensive income to reflect the fair
market value net of tax on the date of sale. Because these interest rate swaps were designated as a hedge against future variable rate interest payments and the extinguished debt, the gain continued to be carried in other comprehensive income and
recognized as an adjustment to yield interest expense of the new credit facilities over the remaining term of the interest rate contract. As of September 30, 2002, the gains had been fully amortized. For 2002 and 2001, the Company recognized gains,
net of tax of $440 and $619, respectively.



11.    Employee Benefit Plans



Pension and Other Postretirement Benefits:    The Company has defined benefit pension plans covering approximately 48 percent of its U.S. employees. The benefits are generally based on various formulas, the
principal factors of which are years of service and compensation. The Companys funding policy is to generally make the minimum annual contributions required by applicable regulations. Plan assets are invested primarily in U.S. stocks, bonds
and international stocks. In addition to the defined benefit plans, the Company provides certain health care benefits for eligible retired employees, which are funded as costs are incurred. Certain employees who reached the age of 55 prior to
January 1, 1996 will become eligible for postretirement health care only if they reach retirement age while working for the Company. The Company accrues, as current costs, the future lifetime retirement benefits for both qualifying active and
retired employees and their dependents. The postretirement health care plans for subsidiaries of the Company and certain divested operations are generally contributory, with retiree contributions adjusted annually. In 1986, the Company instituted a
policy with respect to postretirement medical premiums whereby the Companys contributions were frozen at the levels equal to the Companys contribution on December 31, 1988, except where collective bargaining agreements prohibited such a
freeze.



The following assumptions were used in determining the
funded status of the Companys defined benefit plans:



|                                            |  | 2002 |   |  | 2001 |  
|------------------------------------------- |  | ---- | - |  | ---- | -
|Discount rate                               |  | 7.25 | % |  | 7.75 | %
|Rate of increase in compensation levels     |  | 4.0  | % |  | 4.0  | %
|Expected long-term rate of return on assets |  | 9.5  | % |  | 10.0 | %



The following
assumptions were used in determining the accumulated postretirement benefit obligation of the Companys postretirement plans:



|                                  |  | 2002 |      |  | 2001 |  
|--------------------------------- |  | ---- | ---- |  | ---- | -
|Discount rate                     |  | 7.25 | %    |  | 7.75 | %
|Average increase in medical costs |  | 10   | %(a) |  | 5.5  | %

---

|(a) |  | For measurement purposes, a 10 percent annual rate of increase in the Company-paid medical premiums for non-frozen groups was assumed for 2002, decreasing gradually to 5 percent in
year 2007 and thereafter.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-27



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                  |  | Pension Benefits |         |   | Other Benefits |  
|------------------------------------------------- |  | ---------------- | ------- | - | -------------- | -
|                                                  |  | 2002             |         |   | 2001           |  
|Change in benefit obligations:                    |  |                  |         |   |                |  
|Obligations at beginning of year                  |  | $                | 63,170  |   |                | $
|Service cost                                      |  |                  | 2,915   |   |                |  
|Interest cost                                     |  |                  | 4,823   |   |                |  
|Actuarial loss (gain)                             |  |                  | 7,585   |   |                |  
|Benefit payments                                  |  |                  | (2,665  | ) |                |  
|                                                  |  |                  |         |   |                |  
|Obligations at end of year                        |  | $                | 75,828  |   |                | $
|Change in fair value of plan assets:              |  |                  |         |   |                |  
|Fair value of plan assets at beginning of year    |  | $                | 51,801  |   |                | $
|Actual return on plan assets                      |  |                  | (2,249  | ) |                |  
|Employer contributions                            |  |                  | 210     |   |                |  
|Benefit payments                                  |  |                  | (2,665  | ) |                |  
|                                                  |  |                  |         |   |                |  
|Fair value of plan assets at end of year          |  | $                | 47,097  |   |                | $
|Funded Status:                                    |  |                  |         |   |                |  
|Funded status at end of year                      |  | $                | (28,731 | ) |                | $
|Unrecognized transition (asset) obligation        |  |                  |        |   |                |  
|Unrecognized prior service cost                   |  |                  | 123     |   |                |  
|Unrecognized (gain) loss                          |  |                  | 20,253  |   |                |  
|                                                  |  |                  |         |   |                |  
|Net amount recognized at measurement date         |  |                  | (8,355  | ) |                |  
|Employer contribution paid after measurement date |  |                  | 2,932   |   |                |  
|                                                  |  |                  |         |   |                |  
|Net amount recognized at end of year              |  | $                | (5,423  | ) |                | $
|                                                  |  |                  |         |   |                |  



The following table
provides the amounts recognized in the Companys consolidated balance sheets:



|                                                  |  | Pension Benefits |         |   | Other Benefits |  
|------------------------------------------------- |  | ---------------- | ------- | - | -------------- | -
|                                                  |  | 2002             |         |   | 2001           |  
|Prepaid benefit cost                              |  | $                |        |   |                | $
|Accrued benefit liability                         |  |                  | (19,042 | ) |                |  
|Intangible asset                                  |  |                  | 123     |   |                |  
|Accumulated other comprehensive income            |  |                  | 10,564  |   |                |  
|                                                  |  |                  |         |   |                |  
|Net amount recognized at measurement date         |  |                  | (8,355  | ) |                |  
|Employer contribution paid after measurement date |  |                  | 2,932   |   |                |  
|                                                  |  |                  |         |   |                |  
|Net amount recognized at September 30             |  | $                | (5,423  | ) |                | $
|                                                  |  |                  |         |   |                |  





F-28



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table provides disclosure of the net periodic benefit cost:



|                                              |  | Pension Benefits |        |   | Other Benefits
|--------------------------------------------- |  | ---------------- | ------ | - | --------------
|                                              |  | 2002             |        |   | 2001          
|Service cost                                  |  | $                | 2,915  |   |               
|Interest cost                                 |  |                  | 4,823  |   |               
|Expected return on plan assets                |  |                  | (4,858 | ) |               
|Amortization of transition (asset) obligation |  |                  | (6     | ) |               
|Amortization of prior service cost            |  |                  | 23     |   |               
|Amortization of net loss (gain)               |  |                  | 3      |   |               
|                                              |  |                  |        |   |               
|Net periodic benefit cost                     |  | $                | 2,900  |   |               
|                                              |  |                  |        |   |               



The projected benefit
obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of fair value of plan assets were $74,144, $64,934, and $45,941, respectively, as of September 30, 2002
and $2,907, $1,853, and $0, respectively, as of  September 30, 2001.



As a result of the cumulative benefit obligations of the Companys pension benefit plans exceeding the fair market value of the plans' assets, the Company has recorded a $6,445 minimum liability, net of tax of
$4,120, through a charge to equity during 2002. This charge is reflected as a reduction to other comprehensive income.



An increase of one percentage point in the per capita cost of health care costs associated with the plans for which the Company contributions are not
frozen would increase the accumulated postretirement benefit obligation and service and interest cost components as of September 30, 2002 by approximately $212 and $8, respectively.



Because the majority of the postretirement plans are remaining liabilities from certain divested operations and more than
85% of the 2002, 2001 and 2000 net periodic postretirement benefit costs relate to interest costs, the Company has classified such interest costs as interest expense. This results in a non-cash increase in interest expense of approximately $419,
$298, and $399 in 2002, 2001, and 2000, respectively.



Savings Plans:    Employees in the United States are eligible to participate in contributory savings plans maintained by the Company under Section 401(k) of the Internal Revenue Code of 1986, as amended. Matching
contributions made by the Company under the plans, net of forfeitures, were approximately $3,242, 3,079, and $2,770 for 2002, 2001, and 2000, respectively.



12.    Restructuring Charges



During 2002, the Company recorded a restructuring charge of approximately $7.2 million (approximately $4.4 million net of tax) for the consolidation of
certain facilities, and discontinuance of certain product lines due to product rationalizations. The restructuring charge was classified as components of cost of sales and selling, general and administrative expenses. The cost of sales component of
approximately $5.6 million related to the write-off of inventory, write-offs of fixed assets, certain lease terminations, and severance associated with employees in production activities. The selling, general and administrative component of
approximately  $1.3 million related to severance associated with non-production employees as well as certain lease terminations and other shut down costs. These charges are referred to as the 2002 Special Charges.





F-29



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Activity related to the 2002 Special Charges and its components are as follows (dollars in
thousands):



|                           |  | Severance(a) |       |   | Inventory(b) |   |        | Fixed Assets(b) |  |   | Facility ClosureCosts(c) |   |  | Other |       |   | Total |  
|-------------------------- |  | ------------ | ----- | - | ------------ | - | ------ | --------------- |  | - | ------------------------ | - |  | ----- | ----- | - | ----- | -
|2002 Restructuring charge  |  | $            | 1,500 |   |              | $ | 3,700  |                 |  | $ | 400                      |   |  | $     | 1,400 |   |       | $
|2002 Cash payments         |  |              | (900  | ) |              |   |       |                 |  |   |                         |   |  |       | (500  | ) |       |  
|2002 Non-cash charges      |  |              |      |   |              |   | (3,700 | )               |  |   | (400                     | ) |  |       |      |   |       |  
|                           |  |              |       |   |              |   |        |                 |  |   |                          |   |  |       |       |   |       |  
|September 30, 2002 balance |  | $            | 600   |   |              | $ |       |                 |  | $ |                         |   |  | $     | 900   |   |       | $
|                           |  |              |       |   |              |   |        |                 |  |   |                          |   |  |       |       |   |       |  

---

|(a) |  | Amount represents severance and termination costs for 126 terminated employees (primarily sales, marketing and manufacturing personnel). As of September 30, 2002, 78 employees have
been terminated as a result of the restructuring plan.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Amount represents write-offs of inventory and fixed assets associated with discontinued product lines.
|--- |  | ------------------------------------------------------------------------------------------------------

|(c) |  | Amount represents lease payments and other facility closure costs on exited operations.
|--- |  | ---------------------------------------------------------------------------------------



In September 2000, the Company recorded a restructuring charge of approximately $11,300 (approximately $7,500 after tax or
$.07 per share on a diluted basis) for the consolidation of certain businesses, product rationalizations, changes in management structure and taxes associated with restructuring U.K. operations. The restructuring charge was classified as components
of cost of sales (approximately $4,400 relating to the write-off of inventory, write-offs of fixed assets, certain lease terminations and severance associated with employees in production activities), selling, general and administrative expense of
$5,800 and income tax expense of $1,000, related to the Companys restructuring of its U.K. operations. Restructuring activity since its inception in September 2000 and its components are as follows:



|                           |  | Severance(a)   |       | Inventory(b) |   | Fixed Assets(b) |  | Lease Commitments(c) |       | Shut-down Costs(c) |   | Tax(d) |  | Other |     | Total
|-------------------------- |  | -------------- | ----- | ------------ | - | --------------- |  | -------------------- | ----- | ------------------ | - | ------ |  | ----- | --- | -----
|                           |  | (in thousands)
|2000 Restructuring charge  |  | $              | 5,500 |              | $ | 2,100           |  | $                    | 1,000 |                    | $ | 500    |  | $     | 300 |      
|2000 Cash payments         |  |                | 1,100 |              |   |                |  |                      |      |                    |   |       |  |       |    |      
|2000 Non-cash charges      |  |                |      |              |   | 2,100           |  |                      | 1,000 |                    |   |       |  |       |    |      
|                           |  |                |       |              |   |                 |  |                      |       |                    |   |        |  |       |     |      
|September 30, 2000 balance |  | $              | 4,400 |              | $ |                |  | $                    |      |                    | $ | 500    |  | $     | 300 |      
|Adjustments(e)             |  |                | 600   |              |   |                |  |                      |      |                    |   |       |  |       |    |      
|2001 Cash payments         |  |                | 3,800 |              |   |                |  |                      |      |                    |   | 200    |  |       | 200 |      
|2001 Non-cash charges      |  |                |      |              |   |                |  |                      |      |                    |   |       |  |       | 100 |      
|                           |  |                |       |              |   |                 |  |                      |       |                    |   |        |  |       |     |      
|September 30, 2001 balance |  | $              | 1,200 |              | $ |                |  | $                    |      |                    | $ | 300    |  | $     |    |      
|2002 Cash payments         |  |                | 850   |              |   |                |  |                      |      |                    |   | 300    |  |       |    |      
|2002 Non-cash credit       |  |                | 350   |              |   |                |  |                      |      |                    |   |       |  |       |    |      
|                           |  |                |       |              |   |                 |  |                      |       |                    |   |        |  |       |     |      
|September 30, 2002 balance |  | $              |      |              | $ |                |  | $                    |      |                    | $ |       |  | $     |    |      
|                           |  |                |       |              |   |                 |  |                      |       |                    |   |        |  |       |     |      

---

|(a) |  | Amount represents severance and termination costs for 151 terminated employees (primarily sales, marketing and corporate personnel). As of September 30, 2002, all employees have
been terminated as a result of the restructuring plan.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Amount represents write-offs of inventory and fixed assets associated with discontinued product lines.
|--- |  | ------------------------------------------------------------------------------------------------------

|(d) |  | Amount represents income tax expense associated with the restructuring of our U.K. facilities.
|--- |  | ----------------------------------------------------------------------------------------------

|(c) |  | Amount represents lease payments and shut down costs on exited facilities.
|--- |  | --------------------------------------------------------------------------

|(e) |  | Amount represents an increase in the severance costs for 16 employees (primarily corporate personnel). These employees are included in the total 151 terminated employees referenced
above.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13.    Commitments and Contingent
Liabilities



Nalge Nunc International, a subsidiary of
Apogent has been identified as a potentially responsible party (PRP) at the Aqua-Tech site in South Carolina (the Aqua-Tech Site) with respect to a previously owned facility. An action has been conducted at the Aqua-Tech Site
for the removal of surface contaminants under the supervision of the Environmental Protection Agency (EPA) under the Comprehensive Environmental



F-30



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Response, Compensation and Liability Act of 1980, as amended (CERCLA). Our total expenses (including legal expenses) to date have been
approximately $165,000. The site has been placed by the EPA on the federal National Priority List under CERCLA, which is a prerequisite to any federally-mandated requirement for long-term remedial work at the site under CERCLA, such as would be
involved in soil and groundwater remediation. We are participating with a PRP group composed of approximately 100 parties in an agreement with the EPA to undertake a remedial investigation and feasibility study, which will be used by the EPA to
determine what remedy, if any, should be required at the site. A draft remedial investigation was submitted to the EPA in August 1999, and a draft baseline risk assessment was submitted in October 1999. After review of the draft remedial
investigation, the EPA requested and obtained additional sampling work from the PRP group. The final remedial investigation was submitted in 2000, and the feasibility study is now expected to be completed in June 2003. Because the study, which
involves extensive testing to characterize the existence, extent and nature of any contamination in order to determine potential remedies, has not yet been completed, an estimate of our potential liability cannot be made. Our share of waste
allegedly sent to the site is reportedly not more than 1% of the total waste sent; therefore, even though CERCLA does provide for joint and several liability, we believe that any ultimate liability will not have a material adverse effect on our
results of operations or financial condition.



Applied Biotech,
Inc. (ABI), a subsidiary in our clinical diagnostics business segment, formerly manufactured and supplied immunoassay pregnancy tests to Warner Lambert Co. (now part of Pfizer Inc.). Warner Lambert sold the tests to retailers who sell
them over-the-counter to consumers. ABI supplied the product to Warner Lambert pursuant to a supply agreement that Warner Lambert claims required ABI to defend and indemnify Warner Lambert with respect to any liability arising out of claims that the
product infringes any patents held by third parties. On January 8, 1999, Conopco, Inc. d/b/a Unipath Diagnostics Company filed a lawsuit against Warner Lambert in the U.S. District Court for the District of New Jersey. The Unipath Diagnostics
business, along with this lawsuit, were subsequently sold to Inverness Medical Switzerland GmbH (Inverness). Inverness (as Conopcos successor) claims in the suit that the Warner Lambert pregnancy test supplied by ABI infringes
certain patents owned by Inverness. ABI agreed to defend the lawsuit on behalf of Warner Lambert. In November 2000, the U.S. District Court granted a motion for summary judgment in favor of Warner Lambert and ABI, ruling that ABIs product does
not infringe the patents. The U.S. Court of Appeals vacated the summary judgment and held that the case should be returned to the trial court for further consideration. A Petition for Rehearing has been filed in the U.S. Court of Appeals. We
believe, although there can be no assurance that, the resolution of this lawsuit will not have a material adverse effect on our results of operations or financial condition. Additionally, on October 15, 2002, Armkel, LLC sued Pfizer in the U.S.
District Court for the District of New Jersey for patent infringement with respect to these same products. To date, ABI has not agreed to defend this lawsuit on behalf of Pfizer. ABI does not believe that it has an obligation to defend and indemnify
Pfizer with respect to this lawsuit. Further, it believes that there are meritorious defenses to the patent claims.



The Company or its subsidiaries are at any one time parties to a number of lawsuits or subject to claims arising out of their respective operations, or
the operation of businesses divested since the 1980s for which certain subsidiaries may continue to have legal or contractual liability, including product liability, patent and trademark or other intellectual property infringement, contractual
liability, workplace safety and environmental claims and cases, some of which involve claims for substantial damages. The Company and its subsidiaries are vigorously defending lawsuits and other claims against them. The Company believes that any
liabilities which might reasonably result from any of the pending cases and claims would not have a material adverse effect on the results of operations or financial condition of the Company. There can be no assurance as to this, however, or that
litigation having such a material adverse effect will not arise in the future. The Company does not reduce legal or contractual liabilities for possible recoveries from insurance companies.





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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



On September 30, 1999, the Company assigned its rights to receive in 2022 a Treasury with a par value
of $50,000 to an unrelated third party. The third party has also agreed to assume any obligations for which the security has been pledged.



14.    Capital Stock



Stock Option Plans:    The Company has six stock option plans. As of September 30, 2002, there were options with respect to
4,986 shares of Common Stock outstanding under the 1988 Stock Option Plan (the 1988 Plan), and there were no shares available for the granting of options under such plan; there were options with respect to 20,871 shares of Common Stock
outstanding under the 1990 Stock Option Plan (the 1990 Plan) and there were no shares remaining available for the granting of options under such plan; there were options with respect to 8,479,889 shares of Common Stock outstanding under
the Amended and Restated 1993 Long-Term Incentive Plan (the 1993 Plan) and there were no shares remaining available for the granting of options under such plan; there were options with respect to 2,569,740 shares of Common Stock
outstanding under the 2001 Equity Incentive Plan and there were 4,430,260 shares remaining available for granting options under such plan; there were options with respect to 403,893 shares of Common Stock outstanding under the Amended and Restated
1994 Outside Directors Stock Option Plan (the 1994 Outside Directors Plan), and there were no shares available for the granting of options under such plan; there were options with respect to 305,426 shares of Common Stock
outstanding under the 1999 Outside Directors Stock Option Plan (the 1999 Outside Directors Plan), and there were no shares remaining available for the granting of options under such plan.



On December 11, 2000, in connection with the Spin-Off of SDS, certain
employees of SDS exchanged 1,320,515 outstanding options to purchase Apogent common stock for 2,331,214 options to purchase Sybron Dental Specialties, Inc. common stock. All remaining stock options (owned by remaining employees and directors of the
Company) were adjusted by adjusting the exercise price and the number of shares subject to each such option to reflect the change in market value of the Companys common stock resulting from the Spin-Off, so that the intrinsic value of the
options (the spread between the market value and the exercise price of the option shares) after the Spin-Off was equal to their intrinsic value immediately prior to the Spin-Off. The spread on options for fractional shares resulting from the
exchange or adjustment was paid in cash. As a result of these exchanges and adjustments, the number of outstanding employee and director stock options increased by 1,449,749 and the average exercise price decreased by approximately $3.80.





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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Changes in stock options outstanding are as follows:



|                                                   |  | Number of Shares |   |  | Price Per Share |              | Weighted Average Exercise Price
|-------------------------------------------------- |  | ---------------- | - |  | --------------- | ------------ | -------------------------------
|Options outstanding at September 30, 1999          |  | 9,027,771        |   |  | $               | 6.06$26.75  |                                
|Granted                                            |  | 764,040          |   |  | $               | 22.00$32.00 |                                
|Exercised                                          |  | (1,167,775       | ) |  | $               | 6.06$26.75  |                                
|Canceled and available for reissue                 |  | (230,378         | ) |  | $               | 11.54$26.75 |                                
|                                                   |  |                  |   |  |                 |              |                                
|Options outstanding at September 30, 2000          |  | 8,393,658        |   |  | $               | 6.36$32.00  |                                
|Effect on outstanding options from Spin-Off of SDS |  | 1,449,749        |   |  |                 |              |                                
|Granted                                            |  | 953,443          |   |  | $               | 21.58$24.52 |                                
|Exercised                                          |  | (706,522         | ) |  | $               | 5.10$21.46  |                                
|Canceled and available for reissue                 |  | (151,880         | ) |  | $               | 12.31$25.67 |                                
|                                                   |  |                  |   |  |                 |              |                                
|Options outstanding at September 30, 2001          |  | 9,938,448        |   |  | $               | 5.10$24.84  |                                
|Granted                                            |  | 3,111,640        |   |  | $               | 19.20$25.10 |                                
|Exercised                                          |  | (1,082,688       | ) |  | $               | 5.10$22.24  |                                
|Canceled and available for reissue                 |  | (127,745         | ) |  | $               | 18.40$25.10 |                                
|                                                   |  |                  |   |  |                 |              |                                
|Options outstanding at September 30, 2002          |  | 11,839,655       |   |  | $               | 5.10$25.10  |                                
|                                                   |  |                  |   |  |                 |              |                                
|Options exercisable at September 30, 2002          |  | 7,122,027        |   |  | $               | 5.10$25.10  |                                
|                                                   |  |                  |   |  |                 |              |                                
|Options available for grant at September 30, 2002  |  | 4,430,260        |   |  |                 |              |                                
|                                                   |  |                  |   |  |                 |              |                                



The range of exercise
prices for options outstanding at September 30, 2002 was $5.10 to $25.10. The range of exercise prices for options is wide due to the increasing price of the Companys stock (upon which the exercise price is based) over the period of the
grants.



The following table summarizes information about
options outstanding and outstanding and exercisable on September 30, 2002:



|Range of Exercise Prices |                  | Options Outstanding |                                             | Options Outstanding and Exercisable
|------------------------ | ---------------- | ------------------- | ------------------------------------------- | -----------------------------------
|                         | Number of Shares |                     | Weighted Average Remaining Contractual Life |                                    
|$  5.01-$10.00           |                  | 1,608,330           |                                             | 2.3                                
|$10.01-$15.00            |                  | 168,881             |                                             | 4.0                                
|$15.01-$20.00            |                  | 4,342,315           |                                             | 5.7                                
|$20.01-$25.00            |                  | 3,192,389           |                                             | 8.0                                
|$25.01-$30.00            |                  | 2,527,740           |                                             | 9.3                                



1988, 1990 and 1993
Plans



No options may be granted under the plans after ten
years from the date the plans are approved by the shareholders of the Company. Options granted pursuant to the plans shall be either incentive options, which are intended to meet the requirements of section 422 of the Code, or nonstatutory options.
The exercise price of the options is determined by the Compensation Committee. The exercise price of any incentive option shall not be less than the fair market value per share of the Common Stock on the date of the grant of such option. An optionee
under the plans must pay the full option price of an option either (a) in cash or its equivalent, (b) with



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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



the Compensation Committees consent, by delivering previously acquired shares of Common Stock having a fair market value at the time of the exercise
equal to the total option price, (c) with the Compensation Committees consent, by a cashless exercise as permitted under The Federal Reserve Boards Regulation T, or (d) in any combination of the foregoing.



In general, options granted under the 1990 Plan after May 14, 1992, and under
the 1993 Plan, vest in equal annual installments on each of the first four anniversaries following the date of grant. The Company made significant management changes in connection with the Spin-Off, including a change in the Chief Executive Officer,
Chief Financial Officer and General Counsel. The Board of Directors and the Compensation Committee amended certain stock options previously granted to each of the executive officers so replaced to provide for the vesting of any unvested portion of
the options granted to each of them in April of 1998. These options were also amended to provide for a five-year period (rather than a three month period) to exercise the options after termination of employment. The amendments to these options had
no earnings impact because the options had no intrinsic value (i.e. there was no positive spread between the market price and exercise price of the option shares) at the time of the amendment.



Outside Directors Plans



The 1994 Outside Directors Plan provided for the automatic granting of
nonstatutory stock options to those of the Companys directors who qualified as outside directors at the time of grant. Following each annual meeting of shareholders prior to September 30, 1998, the plans expiration date, each
outside director was automatically granted an option to purchase 12,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. Each option granted under the 1994 Outside Directors
Plan became exercisable six months after the date of grant, regardless of whether the grantee was still a director of the Company on such date. All rights to exercise an option granted under the 1994 Outside Directors Plan terminate upon the
earlier of ten years from the date of grant or two years from the date the grantee ceases to be a director of the Company. The exercise price must be paid in full at the time of exercise, and such payment may be made in cash, by delivering shares of
Common Stock which the optionee or the optionees spouse or both have beneficially owned for at least six months prior to the time of exercise, or through a combination of cash and such delivered Common Stock.



The 1999 Outside Directors Plan provided for the automatic granting of
nonstatutory stock options to those of the Companys directors who qualified as outside directors at the time of grant. Following each annual meeting of shareholders beginning in 1999, when the plan was approved by the shareholders,
until the annual meeting of shareholders in 2002, when the 2001 Equity Incentive Plan was approved by the shareholders and replaced the 1999 Outside Directors Plan as to future grants, each outside director was automatically granted an option
to purchase 12,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. Each option granted under the 1999 Outside Directors Plan is exercisable immediately upon grant. All rights
to exercise an option granted under the 1999 Outside Directors Plan terminate upon the earlier of ten years from the date of grant or two years from the date the grantee ceases to be a director of the Company. The exercise price must be paid
in full at the time of exercise, and such payment may be made in cash, by delivering shares of Common Stock which the optionee or the optionees spouse or both have beneficially owned for at least six months prior to the time of exercise, or
through a combination of cash and such delivered Common Stock.



2001 Equity Incentive Plan



On December 7,
2001, the Board of Directors approved and adopted the Apogent Technologies Inc. 2001 Equity Incentive Plan and on January 28, 2002 the shareholders approved the plan. The Equity Incentive Plan



F-34



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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



replaces the 1993 Plan and the 1999 Outside Directors Plan as to future grants and awards. The principal objectives of the Equity Incentive Plan are to
promote the success and enhance the value of the Company by linking the personal interests of participants to those of Company shareholders and providing participants with annual and long-term incentives for outstanding performance. Options granted
pursuant to this plan may be either incentive options, which are intended to meet the requirements of section 422 of the code, or nonstatutory options. The exercise price of the options is determined by the Compensation Committee. The exercise price
of any incentive option shall not be less than the fair market value per share of the Common Stock on the date of the grant of such option. An optionee under the plans must pay the full option price of an option either (a) in cash or its equivalent,
(b) with the Compensation Committees consent, by delivering previously acquired shares of Common Stock having a fair market value at the time of the exercise equal to the total option price, (c) with the Compensation Committees consent,
by a cashless exercise as permitted under The Federal Reserve Boards Regulation T, or (d) in any combination of the foregoing. In general, options granted to employees vest over a four-year period following the date of grant, and options
granted to directors vest immediately.



The Company has adopted
the provisions of Statement of Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), and continues to apply Accounting Principles Board Opinion No. 25 and related interpretations in accounting for
its stock plans. If the Company had elected to recognize compensation cost for all of the plans based upon the fair value at the grant dates for awards under those plans, consistent with the method prescribed by SFAS 123, net income and earnings per
share would have been changed to the pro forma amounts indicated below:



|                                     |  | 2002 |         | 2001 |   | 2000  
|------------------------------------ |  | ---- | ------- | ---- | - | ------
|Pro forma net income                 |  | $    | 108,760 |      | $ | 84,057
|Basic pro forma earnings per share   |  |      | 1.02    |      |   | 0.80  
|Diluted pro forma earnings per share |  |      | 1.00    |      |   | 0.78  



The fair value of the
Companys stock options used to compute pro forma net income and earnings per share disclosures is the estimated present value at grant date using the Black-Scholes option pricing model with the following weighted average assumptions:



|                        |  | 2002      |   |  | 2001      |   |  | 2000      |  
|----------------------- |  | --------- | - |  | --------- | - |  | --------- | -
|Volatility              |  | 27.29     | % |  | 35.80     | % |  | 35.0      | %
|Risk-free interest rate |  | 3.69      | % |  | 5.66      | % |  | 6.50      | %
|Expected holding period |  | 8.0 years |   |  | 7.8 years |   |  | 7.8 years |  
|Dividend yield          |  | 0         | % |  | 0         | % |  | 0         | %



The Black-Scholes
option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions,
including the expected stock price volatility. Because the Companys options have characteristics significantly different from traded options, and because changes in the subjective input assumptions can materially affect the fair value
estimate, in the opinion of management, the existing models do not necessarily provide a reliable single value of its options and may not be representative of the future effects on reported net income or the future stock price of the Company. The
weighted average estimated fair value of employee stock options granted in 2002, 2001, and 2000 was $10.25, $9.25, and $14.54, respectively. For purposes of pro forma disclosure, the estimated fair value of the options is amortized to expense over
the options vesting period.



Employee Stock Purchase
Plan



On January 28, 2002, the shareholders approved the
Companys Employee Stock Purchase Plan (ESPP). The ESPP consists of a series of overlapping 6-month offering periods. Eligible employees may purchase



F-35



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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Company Common Stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the Common Stock at the beginning of each
offering period or end of such period. Participation is limited to 10% of an employees eligible compensation not to exceed amounts allowed by the Internal Revenue Code. As of September 30, 2002, 1,600,000 shares of Common Stock were authorized
and 1,557,777 shares are available for future issuance under the ESPP.



Equity Rights:    As of September 30, 2002, the Company holds 220 shares of treasury stock for delivery to equity right holders who have not yet surrendered their certificates. Equity right holders are entitled to
receive 4.375 shares of Common Stock upon surrender of such certificates.



15.    Segment Information



The Companys operating subsidiaries are engaged in the manufacture and sale of laboratory products in the United States and other countries. The Companys products are categorized in the business segments of: clinical
diagnostics; labware and life sciences; and laboratory equipment. A description of the business segments follows:



Our clinical diagnostics business segment manufactures and sells products primarily to clinical and commercial laboratories and to scientific research and
industrial customers. These products are used in a number of diagnostic applicationsspecimen collection, specimen transportation, drug testing, therapeutic drug monitoring, infectious disease detection, pregnancy testing, glucose tolerance
testing, and clinical diagnostic liquid standards, among others. Diagnostic applications include anatomical pathology (histology and cytology) and immunohistochemistry, with an emphasis on cancer applications. Products include:



| | n |  | microscope slides, cover glass, glass tubes and vials;
| | - |  | ------------------------------------------------------



| | n |  | stains and reagents;
| | - |  | --------------------



| | n |  | histology and immunochemistry instrumentation;
| | - |  | ----------------------------------------------



| | n |  | diagnostic test kits;
| | - |  | ---------------------



| | n |  | sample vials used in diagnostic testing;
| | - |  | ----------------------------------------



| | n |  | culture media;
| | - |  | --------------



| | n |  | diagnostic reagents;
| | - |  | --------------------



| | n |  | other products used in detecting causes of various infections, diseases, conditions, and therapeutic drugs or drugs of abuse; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| | n |  | thin glass for watch crystals, cosmetic mirrors, precision and coated glass used in various optic applications.
| | - |  | ---------------------------------------------------------------------------------------------------------------



Our labware and life sciences business segment manufactures, distributes and
sells products primarily to the research and clinical life sciences industries. Applications of these products include general everyday laboratory uses as well as genomics, proteomics, high-throughput screening for drug discovery, combinatorial
chemistry, cell culture, filtration, and liquid handling. In addition, a division within this segment manufactures and sells plastic bottles and containers to the consumer market primarily for outdoor sporting uses. Products in this business segment
include:



| | n |  | reusable plastic and glass products (e.g., bottles, carboys, graduated ware, beakers and flasks);
| | - |  | -------------------------------------------------------------------------------------------------



| | n |  | disposable plastic and glass products;
| | - |  | --------------------------------------



| | n |  | products for critical packaging applications;
| | - |  | ---------------------------------------------



| | n |  | environmental and safety containers;
| | - |  | ------------------------------------





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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



| | n |  | instruments used in drug discovery;
| | - |  | -----------------------------------



| | n |  | autosampler vials and seals used in chromatography analysis; and
| | - |  | ----------------------------------------------------------------



| | n |  | various consumable products for use in applications of cell culture, filtration, molecular biology, cryopreservation, immunology, electrophoresis, liquid handling, genomics, and
high-throughput screening for pharmaceutical drug discovery.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our laboratory equipment business segment manufactures basic laboratory equipment needed by medical, pharmaceutical, and scientific laboratories. Applications of these products include heating, cooling, shaking,
stirring, mixing, and temperature control as well as precision temperature measurement and water purification and production. The products include:



| | n |  | heating, stirring and temperature control apparatus such as hot plates, stirrers, shakers, heating tapes, muffle furnaces, incubators, dri-baths, bench top sterilizers, and
cryogenic storage apparatus;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | n |  | systems for producing ultra pure water;
| | - |  | ---------------------------------------



| | n |  | bottle top dispensers, positive displacement micropipettors, and small mixers used in biomolecular research;
| | - |  | ------------------------------------------------------------------------------------------------------------



| | n |  | solvent evaporation technology;
| | - |  | -------------------------------



| | n |  | constant temperature equipment including refrigerators/freezers, ovens, water baths, and environmental chambers; and
| | - |  | --------------------------------------------------------------------------------------------------------------------



| | n |  | furnaces and fluorometers, spectrophotometers, and strip chart recorders.
| | - |  | -------------------------------------------------------------------------



F-37



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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Inter-business segment sales are not material. Information on these business segments is summarized
as follows:



|                                               |  | ClinicalDiagnostics |           | Labwareand LifeSciences |   |         | LaboratoryEquipment |  |   | Eliminations |   |  | Total |       
|---------------------------------------------- |  | ------------------- | --------- | ----------------------- | - | ------- | ------------------- |  | - | ------------ | - |  | ----- | ------
|2002                                           |  |                     |           |                         |   |         |                     |  |   |              |   |  |       |       
|Revenues:                                      |  |                     |           |                         |   |         |                     |  |   |              |   |  |       |       
|External customer                              |  | $                   | 514,342   |                         | $ | 439,345 |                     |  | $ | 120,932      |   |  | $     |      
|Intersegment                                   |  |                     | 6,473     |                         |   | 1,032   |                     |  |   | 385          |   |  |       | (7,890
|Total revenues                                 |  |                     | 520,815   |                         |   | 440,377 |                     |  |   | 121,317      |   |  |       | (7,890
|Gross profit                                   |  |                     | 247,435   |                         |   | 226,339 |                     |  |   | 54,009       |   |  |       |      
|Selling general and administrative             |  |                     | 114,647   |                         |   | 125,839 |                     |  |   | 31,355       |   |  |       |      
|Operating income                               |  |                     | 132,787   |                         |   | 100,501 |                     |  |   | 22,654       |   |  |       |      
|Depreciation and amortization                  |  |                     | 27,145    |                         |   | 24,571  |                     |  |   | 5,063        |   |  |       |      
|Interest income                                |  |                     | 653       |                         |   | 392     |                     |  |   | 78           |   |  |       |      
|Interest expense                               |  |                     | 19,595    |                         |   | (17,655 | )                   |  |   | (4,561       | ) |  |       |      
|Segment assets                                 |  |                     | 1,037,994 |                         |   | 818,503 |                     |  |   | 182,176      |   |  |       |      
|Expenditures for property, plant and equipment |  |                     | 31,188    |                         |   | 30,700  |                     |  |   | 3,670        |   |  |       |      
|                                               |  |                     |           |                         |  
|2001                                           |  |                     |           |                         |   |         |                     |  |   |              |   |  |       |       
|Revenues:                                      |  |                     |           |                         |   |         |                     |  |   |              |   |  |       |       
|External customer                              |  |                     | 469,438   |                         |   | 385,810 |                     |  |   | 126,919      |   |  |       |      
|Intersegment                                   |  |                     | 6,973     |                         |   | 1,273   |                     |  |   | 1,273        |   |  |       | (9,519
|Total revenues                                 |  |                     | 476,411   |                         |   | 387,083 |                     |  |   | 128,192      |   |  |       | (9,519
|Gross profit                                   |  |                     | 233,897   |                         |   | 200,349 |                     |  |   | 56,751       |   |  |       |      
|Selling general and administrative             |  |                     | 119,931   |                         |   | 113,898 |                     |  |   | 34,042       |   |  |       |      
|Operating income                               |  |                     | 113,966   |                         |   | 86,451  |                     |  |   | 22,709       |   |  |       |      
|Depreciation and amortization                  |  |                     | 38,684    |                         |   | 30974   |                     |  |   | 7,637        |   |  |       |      
|Interest income                                |  |                     | 675       |                         |   | 277     |                     |  |   | 90           |   |  |       |      
|Interest expense                               |  |                     | 20,264    |                         |   | 23,220  |                     |  |   | 6,525        |   |  |       |      
|Segment assets                                 |  |                     | 914,791   |                         |   | 728,079 |                     |  |   | 185,360      |   |  |       |      
|Expenditures for property, plant and equipment |  |                     | 24,724    |                         |   | 24,523  |                     |  |   | 2,852        |   |  |       |      
|                                               |  |                     |           |                         |  
|2000                                           |  |                     |           |                         |   |         |                     |  |   |              |   |  |       |       
|Revenues:                                      |  |                     |           |                         |   |         |                     |  |   |              |   |  |       |       
|External customer                              |  |                     | 420,150   |                         |   | 350,054 |                     |  |   | 103,416      |   |  |       |      
|Intersegment                                   |  |                     | 3,371     |                         |   | 845     |                     |  |   | 890          |   |  |       | (5,106
|Total revenues                                 |  |                     | 423,521   |                         |   | 350,899 |                     |  |   | 104,306      |   |  |       | (5,106
|Gross profit                                   |  |                     | 207,880   |                         |   | 182,185 |                     |  |   | 44,622       |   |  |       |      
|Selling general and administrative             |  |                     | 109,706   |                         |   | 107,439 |                     |  |   | 24,553       |   |  |       |      
|Operating income                               |  |                     | 98,174    |                         |   | 74,746  |                     |  |   | 20,069       |   |  |       |      
|Depreciation and amortization                  |  |                     | 32,583    |                         |   | 27,509  |                     |  |   | 6,055        |   |  |       |      
|Interest income                                |  |                     | 535       |                         |   | 260     |                     |  |   | 37           |   |  |       |      
|Interest expense                               |  |                     | 10,590    |                         |   | 31,238  |                     |  |   | 8,978        |   |  |       |      
|Segment assets                                 |  |                     | 868,750   |                         |   | 585,139 |                     |  |   | 190,374      |   |  |       |      
|Expenditures for property, plant and equipment |  |                     | 19,005    |                         |   | 21,579  |                     |  |   | 1,883        |   |  |       |      

---

|(a) |  | Includes the elimination of intercompany and corporate office activity.
|--- |  | -----------------------------------------------------------------------



F-38



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APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Companys international operations are conducted principally in Europe. Inter-geographic
sales are made at prices approximating market.



|                       |  | 2002 |           |   | 2001 |   |          | 2000 | 
|---------------------- |  | ---- | --------- | - | ---- | - | -------- | ---- | 
|Net Sales:             |  |      |           |   |      |   |          |      | 
|United States:         |  |      |           |   |      |   |          |      | 
|Customers              |  | $    | 768,357   |   |      | $ | 723,129  |      | 
|Inter-geographic       |  |      | 73,810    |   |      |   | 64,035   |      | 
|                       |  |      |           |   |      |   |          |      | 
|                       |  |      | 842,167   |   |      |   | 787,164  |      | 
|                       |  |      |           |   |      |   |          |      | 
|Europe:                |  |      |           |   |      |   |          |      | 
|Customers              |  |      | 189,980   |   |      |   | 160,522  |      | 
|Inter-geographic       |  |      | 56,473    |   |      |   | 38,271   |      | 
|                       |  |      |           |   |      |   |          |      | 
|                       |  |      | 246,453   |   |      |   | 198,793  |      | 
|                       |  |      |           |   |      |   |          |      | 
|All other areas:       |  |      |           |   |      |   |          |      | 
|Customers              |  |      | 116,282   |   |      |   | 98,516   |      | 
|Inter-geographic       |  |      | 28,370    |   |      |   | 22,187   |      | 
|                       |  |      |           |   |      |   |          |      | 
|                       |  |      | 144,652   |   |      |   | 120,703  |      | 
|Inter-geographic sales |  |      | (158,653  | ) |      |   | (124,493 | )    | 
|                       |  |      |           |   |      |   |          |      | 
|Total net sales        |  | $    | 1,074,619 |   |      | $ | 982,167  |      | 
|                       |  |      |           |   |      |   |          |      | 
|Net Property:          |  |      |           |   |      |   |          |      | 
|United States          |  | $    | 204,815   |   |      | $ | 177,834  |      | 
|Europe                 |  |      | 64,847    |   |      |   | 44,911   |      | 
|All other areas        |  |      | 1,231     |   |      |   | 942      |      | 
|                       |  |      |           |   |      |   |          |      | 
|Total net property     |  | $    | 270,893   |   |      | $ | 223,687  |      | 
|                       |  |      |           |   |      |   |          |      | 



Major customer
information:



During 2002, 2001, and 2000, one customer,
Fisher Scientific, accounted for 10% or more of the Companys net revenues. During 2002, another customer, VWR, accounted for 10% or more of the Companys net revenues. The table below lists by segment the 2002, 2001 and 2000 sales to
Fisher Scientific and the 2002 sales to VWR.



|                          |  | Fisher Scientific |         | VWR 
|------------------------- |  | ----------------- | ------- | ----
|                          |  | 2002              |         | 2001
|Clinical Diagnostics      |  | $                 | 48,649  |     
|Labware and Life Sciences |  |                   | 70,494  |     
|Laboratory Equipment      |  |                   | 21,760  |     
|                          |  |                   |         |     
|Total                     |  | $                 | 140,903 |     
|                          |  |                   |         |     



F-39



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



16.    Quarterly Financial Information (Unaudited)



|                                  |  | FirstQuarter |         |   | SecondQuarter |   |         | ThirdQuarter |  |   | ForthQuarter |   |  | TotalYear |        
|--------------------------------- |  | ------------ | ------- | - | ------------- | - | ------- | ------------ |  | - | ------------ | - |  | --------- | -------
|2002                              |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Net sales                         |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Clinical Diagnostics              |  | $            | 117,521 |   |               | $ | 128,191 |              |  | $ | 134,955      |   |  | $         | 133,675
|Labware and Life Sciences         |  |              | 96,102  |   |               |   | 109,424 |              |  |   | 114,785      |   |  |           | 119,034
|Laboratory Equipment              |  |              | 29,564  |   |               |   | 28,627  |              |  |   | 30,960       |   |  |           | 31,781 
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|                                  |  | $            | 243,187 |   |               | $ | 266,242 |              |  | $ | 280,700      |   |  | $         | 284,490
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Gross profit                      |  | $            | 118,735 |   |               | $ | 129,933 |              |  | $ | 137,477      |   |  | $         | 141,638
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Income from continuing operations |  |              | 30,089  |   |               |   | 32,606  |              |  |   | 36,174       |   |  |           | 36,353 
|Discontinued operation            |  |              | (122    | ) |               |   | (13,654 | )            |  |   | (101         | ) |  |           | (196   
|Income before extraordinary items |  |              | 29,967  |   |               |   | 18,952  |              |  |   | 36,073       |   |  |           | 36,157 
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Net income                        |  | $            | 29,967  |   |               | $ | 18,952  |              |  | $ | 36,073       |   |  | $         | 36,157 
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Basic income per common share:    |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Income from continuing operations |  | $            | 0.28    |   |               | $ | 0.31    |              |  | $ | 0.34         |   |  | $         | 0.34   
|Discontinued operation            |  |              |        |   |               |   | (0.13   | )            |  |   |             |   |  |           |       
|Net income per common share       |  |              | 0.28    |   |               |   | 0.18    |              |  |   | 0.34         |   |  |           | 0.34   
|Diluted income per common share:  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Income from continuing operations |  | $            | 0.28    |   |               | $ | 0.30    |              |  | $ | 0.33         |   |  | $         | 0.33   
|Discontinued operation            |  |              |        |   |               |   | (0.13   | )            |  |   |             |   |  |           |       
|Net income per common share       |  |              | 0.28    |   |               |   | 0.17    |              |  |   | 0.33         |   |  |           | 0.33   
|                                  |  |              |         |   |              
|2001                              |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Net sales                         |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Clinical Diagnostics              |  | $            | 108,366 |   |               | $ | 117,106 |              |  | $ | 121,789      |   |  | $         | 122,177
|Labware and Life Sciences         |  |              | 81,868  |   |               |   | 93,181  |              |  |   | 104,400      |   |  |           | 106,361
|Laboratory Equipment              |  |              | 30,259  |   |               |   | 33,198  |              |  |   | 32,464       |   |  |           | 30,998 
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|                                  |  | $            | 220,493 |   |               | $ | 243,485 |              |  | $ | 258,653      |   |  | $         | 259,536
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Gross profit                      |  | $            | 108,708 |   |               | $ | 123,305 |              |  | $ | 128,497      |   |  | $         | 130,487
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Income from continuing operations |  |              | 21,927  |   |               |   | 29,703  |              |  |   | 27,706       |   |  |           | 29,563 
|Discontinued operation            |  |              | (10,726 | ) |               |   | (351    | )            |  |   | 397          |   |  |           | (172   
|Income before extraordinary items |  |              | 11,201  |   |               |   | 29,352  |              |  |   | 28,103       |   |  |           | 29,391 
|Extraordinary items               |  |              | (745    | ) |               |   |        |              |  |   | (1,361       | ) |  |           |       
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Net income                        |  | $            | 10,456  |   |               | $ | 29,352  |              |  | $ | 26,742       |   |  | $         | 29,391 
|                                  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Basic income per common share:    |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Income from continuing operations |  | $            | 0.21    |   |               | $ | 0.28    |              |  | $ | 0.26         |   |  | $         | 0.28   
|Discontinued operation            |  |              | (0.10   | ) |               |   |        |              |  |   |             |   |  |           |       
|Extraordinary items               |  |              | (0.01   | ) |               |   |        |              |  |   | (0.01        | ) |  |           |       
|Net income per common share       |  |              | 0.10    |   |               |   | 0.28    |              |  |   | 0.25         |   |  |           | 0.28   
|Diluted income per common share:  |  |              |         |   |               |   |         |              |  |   |              |   |  |           |        
|Income from continuing operations |  | $            | 0.20    |   |               | $ | 0.28    |              |  | $ | 0.26         |   |  | $         | 0.27   
|Discontinued operation            |  |              | (0.09   | ) |               |   |        |              |  |   |             |   |  |           |       
|Extraordinary items               |  |              | (0.01   | ) |               |   |        |              |  |   | (0.01        | ) |  |           |       
|Net income per common share       |  |              | 0.10    |   |               |   | 0.27    |              |  |   | 0.25         |   |  |           | 0.27   



F-40



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



17.    Condensed Consolidating Financial Information



The Companys material U.S. subsidiaries are guarantors to its
Revolving Credit Facility and 8% Senior Notes. Each of the subsidiary guarantors is 100% owned by the Company. The guarantees are full and unconditional as well as joint and several.



Below are the condensed consolidating balance sheets as of September 30, 2002 and 2001, and statements of operations and
statements of cash flows for the years ended September 30, 2002, 2001 and 2000 of Apogent Technologies Inc. and its subsidiaries, reflecting the subsidiary guarantees for the Revolving Credit Facility and the 8% Senior Notes.



Certain general corporate expenses have not been allocated to the
subsidiaries, and are all included under the Apogent Technologies Inc. heading. As a matter of course, the Company retains certain assets and liabilities at the corporate level that are not allocated to the subsidiaries including, but not limited
to, certain employee benefit, insurance and tax liabilities. Income tax provisions for subsidiaries are typically recorded using an estimate and finalized in total with an adjustment recorded at the corporate level. Certain debt under which Apogent
Technologies is listed as the debtor has been allocated to the guarantor subsidiaries. Intercompany balances include receivables/payables incurred in the normal course of business in addition to investments and loans transacted between subsidiaries
of the Company or with Apogent Technologies Inc.



F-41



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Condensed Consolidating Balance Sheets



|                                                      |  | As of September 30, 2002 |          
|----------------------------------------------------- |  | ------------------------ | ---------
|                                                      |  | Apogent Technologies     |          
|                                                      |  | (In thousands)           |          
|Assets                                                |  |                          |          
|Current assets:                                       |  |                          |          
|Cash and cash equivalents                             |  | $                        | 19,889   
|Accounts receivable, net                              |  |                          |         
|Inventories, net                                      |  |                          | 1,263    
|Other current assets                                  |  |                          | 20,703   
|                                                      |  |                          |          
|Total current assets                                  |  |                          | 41,855   
|Property, plant and equipment, net                    |  |                          | 12,592   
|Intangible assets                                     |  |                          | 12,025   
|Investment in subsidiaries                            |  |                          | 2,090,958
|Other assets                                          |  |                          | 64,018   
|                                                      |  |                          |          
|Total assets                                          |  | $                        | 2,221,448
|                                                      |  |                          |          
|Liabilities and Shareholders Equity                  |  |                          |          
|Current liabilities:                                  |  |                          |          
|Accounts payable                                      |  | $                        | 316      
|Short-term debt and current portion of long-term debt |  |                          |         
|Income taxes payable                                  |  |                          | 45,102   
|Accrued expenses and other current liabilities        |  |                          | 32,603   
|                                                      |  |                          |          
|Total current liabilities                             |  |                          | 78,021   
|                                                      |  |                          |          
|Long-term debt                                        |  |                          |         
|Securities lending agreement                          |  |                          | 60,183   
|Deferred income taxes                                 |  |                          | 116,568  
|Other liabilities                                     |  |                          | 12,525   
|Net intercompany payable/(receivable)                 |  |                          | 748,402  
|Commitments and contingent liabilities                |  |                          |          
|Shareholders equity                                  |  |                          |          
|Preferred stock                                       |  |                          |         
|Common stock                                          |  |                          | 1,070    
|Equity rights                                         |  |                          |         
|Additional paid-in-capital                            |  |                          | 251,210  
|Retained earnings (deficit)                           |  |                          | 991,114  
|Other comprehensive income                            |  |                          | (17,659  
|Treasury stock (at cost)                              |  |                          | (19,986  
|                                                      |  |                          |          
|Total shareholders equity                            |  |                          | 1,205,749
|                                                      |  |                          |          
|Total liabilities and shareholders equity            |  | $                        | 2,221,448
|                                                      |  |                          |          





F-42



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                      |  | As of September 30, 2001 |          
|----------------------------------------------------- |  | ------------------------ | ---------
|                                                      |  | Apogent Technologies     |          
|                                                      |  | (In thousands)           |          
|Assets                                                |  |                          |          
|Current assets:                                       |  |                          |          
|Cash and cash equivalents                             |  | $                        | 4,145    
|Accounts receivable, net                              |  |                          |         
|Inventories, net                                      |  |                          | 1,263    
|Other current assets                                  |  |                          | 14,099   
|                                                      |  |                          |          
|Total current assets                                  |  |                          | 19,507   
|Property, plant and equipment, net                    |  |                          | 9,553    
|Intangible assets                                     |  |                          | 7,003    
|Investment in subsidiaries                            |  |                          | 1,593,800
|Other assets                                          |  |                          | 58,605   
|                                                      |  |                          |          
|Total assets                                          |  | $                        | 1,688,486
|                                                      |  |                          |          
|Liabilities and Shareholders Equity                  |  |                          |          
|Current liabilities:                                  |  |                          |          
|Accounts payable                                      |  | $                        | 787      
|Short-term debt and current portion of long-term debt |  |                          | 378      
|Income taxes payable                                  |  |                          | 33,432   
|Accrued expenses and other current liabilities        |  |                          | 32,873   
|                                                      |  |                          |          
|Total current liabilities                             |  |                          | 67,470   
|                                                      |  |                          |          
|Long-term debt                                        |  |                          |         
|Securities lending agreement                          |  |                          | 55,072   
|Deferred income taxes                                 |  |                          | 68,264   
|Other liabilities                                     |  |                          | 3,231    
|Net intercompany payable/(receivable)                 |  |                          | 375,705  
|Commitments and contingent liabilities                |  |                          |          
|Shareholders equity                                  |  |                          |          
|Preferred stock                                       |  |                          |         
|Common stock                                          |  |                          | 1,059    
|Equity rights                                         |  |                          |         
|Additional paid-in-capital                            |  |                          | 234,166  
|Retained earnings (deficit)                           |  |                          | 880,299  
|Other comprehensive income                            |  |                          | 3,202    
|Treasury stock (at cost)                              |  |                          |         
|                                                      |  |                          |          
|Total shareholders equity                            |  |                          | 1,118,726
|                                                      |  |                          |          
|Total liabilities and shareholders equity            |  | $                        | 1,688,468
|                                                      |  |                          |          





F-43



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Condensed Consolidating Statements of Operations



|                                                      |  | For the Year Ended September 30, 2002 |        
|----------------------------------------------------- |  | ------------------------------------- | -------
|                                                      |  | ApogentTechnologies                   |        
|                                                      |  | (In thousands)                        |        
|Net sales                                             |  | $                                     |       
|Cost of sales                                         |  |                                       |       
|                                                      |  |                                       |        
|Gross profit                                          |  |                                       |       
|Selling, general and administrative expenses          |  |                                       | 26,717 
|                                                      |  |                                       |        
|Operating income                                      |  |                                       | (26,717
|Other income (expense):                               |  |                                       |        
|Interest expense                                      |  |                                       |       
|Other, net                                            |  |                                       | (5,455 
|                                                      |  |                                       |        
|Income before income taxes and discontinued operation |  |                                       | (32,172
|Income taxes                                          |  |                                       | (13,496
|                                                      |  |                                       |        
|Income from continuing operations                     |  |                                       | (18,676
|Loss from discontinued operation                      |  |                                       |       
|                                                      |  |                                       |        
|Net income                                            |  | $                                     | (18,676
|                                                      |  |                                       |        

|                                                                           | 
|-------------------------------------------------------------------------- | 
|                                                                           | 
|                                                                           | 
|                                                                           | 
|Net sales                                                                  | 
|Cost of sales                                                              | 
|                                                                           | 
|Gross profit                                                               | 
|Selling, general and administrative expenses                               | 
|                                                                           | 
|Operating income                                                           | 
|Other income (expense):                                                    | 
|Interest expense                                                           | 
|Other, net                                                                 | 
|                                                                           | 
|Income before income taxes, discontinued operations and extraordinary item | 
|Income taxes                                                               | 
|                                                                           | 
|Income from continuing operations before extraordinary item                | 
|Discontinued operations                                                    | 
|                                                                           | 
|Income before extraordinary item                                           | 
|Extraordinary item                                                         | 
|                                                                           | 
|Net income                                                                 | 
|                                                                           | 



F-44



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                       |  | For the Year Ended September 30, 2000 |       
|------------------------------------------------------ |  | ------------------------------------- | ------
|                                                       |  | ApogentTechnologies                   |       
|                                                       |  | (In thousands)                        |       
|Net sales                                              |  | $                                     |      
|Cost of sales                                          |  |                                       |      
|                                                       |  |                                       |       
|Gross profit                                           |  |                                       |      
|Selling, general and administrative expenses           |  |                                       | 9,563 
|                                                       |  |                                       |       
|Operating income                                       |  |                                       | (9,563
|Other income (expense):                                |  |                                       |       
|Interest expense                                       |  |                                       | (78   
|Other, net                                             |  |                                       | 776   
|                                                       |  |                                       |       
|Income before income taxes and discontinued operations |  |                                       | (8,865
|Income taxes                                           |  |                                       | (2,595
|                                                       |  |                                       |       
|Income from continuing operations                      |  |                                       | (6,270
|Discontinued operations                                |  |                                       | 41,597
|                                                       |  |                                       |       
|Net income                                             |  | $                                     | 35,327
|                                                       |  |                                       |       



F-45



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Condensed Consolidating Statements of Cash Flows



|                                                     |  | For the Year Ended September 30, 2002 |        
|---------------------------------------------------- |  | ------------------------------------- | -------
|                                                     |  | ApogentTechnologies                   |        
|                                                     |  | (In thousands)                        |        
|Cash flows provided by operating activities          |  | $                                     | 26,319 
|                                                     |  |                                       |        
|Cash flows from investing activities:                |  |                                       |        
|Capital expenditures                                 |  |                                       | (9,413 
|Proceeds from sales of property, plant and equipment |  |                                       | 2,981  
|Net payments for businesses acquired                 |  |                                       |       
|                                                     |  |                                       |        
|Net cash used in investing activities                |  |                                       | (6,432 
|                                                     |  |                                       |        
|Cash flows from financing activities:                |  |                                       |        
|Proceeds from long-term debt                         |  |                                       |       
|Principal payments on long-term debt                 |  |                                       |       
|Proceeds from the exercise of stock options          |  |                                       | 10,293 
|Other                                                |  |                                       | (13,811
|                                                     |  |                                       |        
|Net cash (used in) provided by financing activities  |  |                                       | (3,518 
|Effect of exchange rate on cash and cash equivalents |  |                                       | (625   
|                                                     |  |                                       |        
|Net increase (decrease) in cash and cash equivalents |  |                                       | 15,744 
|Cash and cash equivalents at beginning of year       |  |                                       | 4,145  
|                                                     |  |                                       |        
|Cash and cash equivalents at end of year             |  | $                                     | 19,889 
|                                                     |  |                                       |        
|Supplemental disclosures of cash flow information    |  |                                       |        
|Cash paid during the year for:                       |  |                                       |        
|Interest                                             |  | $                                     |       
|                                                     |  |                                       |        
|Income taxes                                         |  | $                                     | 31,010 
|                                                     |  |                                       |        
|Capital lease obligations incurred                   |  | $                                     |       
|                                                     |  |                                       |        



F-46



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                      |  | For the Year Ended September 30, 2001 |        
|----------------------------------------------------- |  | ------------------------------------- | -------
|                                                      |  | ApogentTechnologies                   |        
|                                                      |  | (In thousands)                        |        
|Cash flows (used by) provided by operating activities |  | $                                     | (53,740
|                                                      |  |                                       |        
|Cash flows from investing activities:                 |  |                                       |        
|Capital expenditures                                  |  |                                       | (8,320 
|Proceeds from sales of property, plant and equipment  |  |                                       | 10,212 
|Net cash inflow from SDS                              |  |                                       | 46,394 
|Net payments for businesses acquired                  |  |                                       |       
|                                                      |  |                                       |        
|Net cash provided by (used in) investing activities   |  |                                       | 48,286 
|                                                      |  |                                       |        
|Cash flows from financing activities:                 |  |                                       |        
|Proceeds from long-term debt                          |  |                                       |       
|Principal payments on long-term debt                  |  |                                       |       
|Proceeds from the exercise of stock options           |  |                                       | 6,631  
|Other                                                 |  |                                       | (4,118 
|                                                      |  |                                       |        
|Net cash provided by (used in) financing activities   |  |                                       | 2,513  
|Effect of exchange rate on cash and cash equivalents  |  |                                       |       
|                                                      |  |                                       |        
|Net (decrease) increase in cash and cash equivalents  |  |                                       | (2,941 
|Cash and cash equivalents at beginning of year        |  |                                       | 7,086  
|                                                      |  |                                       |        
|Cash and cash equivalents at end of year              |  | $                                     | 4,145  
|                                                      |  |                                       |        
|Supplemental disclosures of cash flow information     |  |                                       |        
|Cash paid during the year for:                        |  |                                       |        
|Interest                                              |  | $                                     |       
|                                                      |  |                                       |        
|Income taxes                                          |  | $                                     | 35,629 
|                                                      |  |                                       |        
|Capital lease obligations incurred                    |  | $                                     | 36     
|                                                      |  |                                       |        



F-47



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                     |  | For the Year Ended September 30, 2000 |        
|---------------------------------------------------- |  | ------------------------------------- | -------
|                                                     |  | Apogent Technologies                  |        
|                                                     |  | (In thousands)                        |        
|Cash flows provided by operating activities          |  | $                                     | 8,446  
|                                                     |  |                                       |        
|Cash flows from investing activities:                |  |                                       |        
|Capital expenditures                                 |  |                                       | (1,007 
|Security purchased                                   |  |                                       |       
|Proceeds from sales of property, plant and equipment |  |                                       |       
|Other investing activities                           |  |                                       | (2,600 
|Net cash inflow from SDS                             |  |                                       | 58,098 
|Net payments for businesses acquired                 |  |                                       | (82,348
|                                                     |  |                                       |        
|Net cash used in investing activities                |  |                                       | (27,857
|                                                     |  |                                       |        
|Cash flows from financing activities:                |  |                                       |        
|Proceeds from long-term debt                         |  |                                       |       
|Principal payments on long-term debt                 |  |                                       |       
|Securities lending agreement                         |  |                                       | 3,544  
|Proceeds from the exercise of stock options          |  |                                       | 12,599 
|Other                                                |  |                                       | 3,646  
|                                                     |  |                                       |        
|Net cash provided by (used in) financing activities  |  |                                       | 19,789 
|Effect of exchange rate on cash and cash equivalents |  |                                       |       
|                                                     |  |                                       |        
|Net increase (decrease) in cash and cash equivalents |  |                                       | 378    
|Cash and cash equivalents at beginning of year       |  |                                       | 6,708  
|                                                     |  |                                       |        
|Cash and cash equivalents at end of year             |  | $                                     | 7,086  
|                                                     |  |                                       |        
|Supplemental disclosures of cash flow information    |  |                                       |        
|Cash paid during the year for:                       |  |                                       |        
|Interest                                             |  | $                                     |       
|                                                     |  |                                       |        
|Income taxes                                         |  | $                                     | 40,544 
|                                                     |  |                                       |        
|Capital lease obligations incurred                   |  | $                                     |       
|                                                     |  |                                       |        



A majority of the
Companys material U.S. subsidiaries are guarantors to its CODES. However, certain recently acquired subsidiaries are guarantors under the 8% Senior Notes and Revolving Credit Facility but are currently non-guarantors under the CODES. This
variation in guarantors may continue intermittently while our resale registration statement for the CODES remains effective with the Securities and Exchange Commission. Each of the subsidiary guarantors is 100% owned by the Company. The guarantees
are full and unconditional as well as joint and several.



Below
are the condensed consolidating balance sheets as of September 30, 2002 and 2001, and statements of operations and cash flows for the years ended September 30, 2002, 2001, and 2000, of Apogent Technologies Inc. and its subsidiaries, reflecting the
subsidiary guarantors for the CODES.



Certain general corporate
expenses have not been allocated to the subsidiaries, and are included under the Apogent Technologies Inc. heading. As a matter of course, the Company retains certain assets and liabilities at the corporate level that are not allocated to the
subsidiaries including, but not limited to, certain employee



F-48



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



benefit, insurance and tax liabilities. Income tax provisions for the subsidiaries are typically recorded using an estimate and finalized in total with an
adjustment recorded at the corporate level. Certain debt under which Apogent Technologies Inc. is listed as the debtor has been allocated to the guarantor subsidiaries. Intercompany balances include receivables/payables incurred in the normal course
of business in addition to investments and loans transacted between subsidiaries or with Apogent Technologies Inc.



Condensed Consolidating Balance Sheets



|                                                      |  | As of September 30, 2002 |          
|----------------------------------------------------- |  | ------------------------ | ---------
|                                                      |  | ApogentTechnologies      |          
|                                                      |  | (In thousands)           |          
|Assets                                                |  |                          |          
|Current assets:                                       |  |                          |          
|Cash and cash equivalents                             |  | $                        | 19,889   
|Accounts receivable, net                              |  |                          |         
|Inventories, net                                      |  |                          | 1,263    
|Other current assets                                  |  |                          | 20,703   
|                                                      |  |                          |          
|Total current assets                                  |  |                          | 41,855   
|Property, plant and equipment, net                    |  |                          | 12,592   
|Intangible assets                                     |  |                          | 12,025   
|Investment in subsidiaries                            |  |                          | 2,090,958
|Other assets                                          |  |                          | 64,018   
|                                                      |  |                          |          
|Total assets                                          |  | $                        | 2,221,448
|                                                      |  |                          |          
|Liabilities and Shareholders Equity                  |  |                          |          
|Current liabilities:                                  |  |                          |          
|Accounts payable                                      |  | $                        | 316      
|Short-term debt and current portion of long-term debt |  |                          |         
|Income taxes payable                                  |  |                          | 45,102   
|Accrued expenses and other current liabilities        |  |                          | 32,603   
|                                                      |  |                          |          
|Total current liabilities                             |  |                          | 78,021   
|                                                      |  |                          |          
|Long-term debt                                        |  |                          |         
|Securities lending agreement                          |  |                          | 60,183   
|Deferred income taxes                                 |  |                          | 116,568  
|Other liabilities                                     |  |                          | 12,525   
|Net intercompany payable/(receivable)                 |  |                          | 748,402  
|Commitments and contingent liabilities                |  |                          |         
|Shareholders equity                                  |  |                          |          
|Preferred stock                                       |  |                          |         
|Common stock                                          |  |                          | 1,070    
|Equity rights                                         |  |                          |         
|Additional paid-in-capital                            |  |                          | 251,210  
|Retained earnings (deficit)                           |  |                          | 991,114  
|Other comprehensive income                            |  |                          | (17,659  
|Treasury stock (at cost)                              |  |                          | (19,986  
|                                                      |  |                          |          
|Total shareholders equity                            |  |                          | 1,205,749
|                                                      |  |                          |          
|Total liabilities and shareholders equity            |  | $                        | 2,221,448
|                                                      |  |                          |          



F-49



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                               |  | As of September 30, 2001 |          
|---------------------------------------------- |  | ------------------------ | ---------
|                                               |  | ApogentTechnologies      |          
|                                               |  | (In thousands)           |          
|Assets                                         |  |                          |          
|Current assets:                                |  |                          |          
|Cash and cash equivalents                      |  | $                        | 4,145    
|Accounts receivable, net                       |  |                          |         
|Inventories, net                               |  |                          | 1,263    
|Other current assets                           |  |                          | 15,010   
|                                               |  |                          |          
|Total current assets                           |  |                          | 20,418   
|Property, plant and equipment, net             |  |                          | 9,553    
|Intangible assets                              |  |                          | 7,003    
|Investment in subsidiaries                     |  |                          | 1,593,800
|Other assets                                   |  |                          | 58,605   
|                                               |  |                          |          
|Total assets                                   |  | $                        | 1,683,379
|                                               |  |                          |          
|Liabilities and Shareholders Equity           |  |                          |          
|Current liabilities:                           |  |                          |          
|Accounts payable                               |  | $                        | 787      
|Current portion of long-term debt              |  |                          | 378      
|Income taxes payable                           |  |                          | 33,432   
|Accrued expenses and other current liabilities |  |                          | 33,784   
|                                               |  |                          |          
|Total current liabilities                      |  |                          | 68,381   
|                                               |  |                          |          
|Long-term debt                                 |  |                          |         
|Securities lending agreement                   |  |                          | 55,072   
|Deferred income taxes                          |  |                          | 68,264   
|Other liabilities                              |  |                          | 3,231    
|Net intercompany payable/(receivable)          |  |                          | 375,705  
|Commitments and contingent liabilities         |  |                          |          
|Shareholders equity                           |  |                          |          
|Preferred stock                                |  |                          |         
|Common stock                                   |  |                          | 1,059    
|Equity rights                                  |  |                          |         
|Additional paid-in-capital                     |  |                          | 234,166  
|Retained earnings (deficit)                    |  |                          | 880,299  
|Other comprehensive income                     |  |                          | 3,202    
|Treasury stock (at cost)                       |  |                          |         
|                                               |  |                          |          
|Total shareholders equity                     |  |                          | 1,118,726
|                                               |  |                          |          
|Total liabilities and shareholders equity     |  | $                        | 1,683,379
|                                               |  |                          |          



F-50



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Condensed Consolidating Statements of Operations



|                                                                           |  | For the Year Ended September 30, 2002 |        
|-------------------------------------------------------------------------- |  | ------------------------------------- | -------
|                                                                           |  | ApogentTechnologies                   |        
|                                                                           |  |                                       |        
|Net sales                                                                  |  | $                                     |       
|Cost of sales                                                              |  |                                       |       
|                                                                           |  |                                       |        
|Gross profit                                                               |  |                                       |       
|Selling, general and administrative expenses                               |  |                                       | 26,717 
|                                                                           |  |                                       |        
|Operating income                                                           |  |                                       | (26,717
|Other income (expense):                                                    |  |                                       |        
|Interest expense                                                           |  |                                       |       
|Other, net                                                                 |  |                                       | (5,455 
|                                                                           |  |                                       |        
|Income before income taxes and discontinued operation                      |  |                                       | (32,172
|Income taxes                                                               |  |                                       | (13,496
|                                                                           |  |                                       |        
|Income from continuing operations                                          |  |                                       | (18,676
|Loss from discontinued operation                                           |  |                                       |       
|                                                                           |  |                                       |        
|Net income                                                                 |  | $                                     | (18,676
|                                                                           |  |                                       |        
|                                                                           | 
|                                                                           |  | For the Year Ended September 30, 2001 |        
|                                                                           |  | ApogentTechnologies                   |        
|                                                                           |  | (In thousands)                        |        
|Net sales                                                                  |  | $                                     |       
|Cost of sales                                                              |  |                                       |       
|                                                                           |  |                                       |        
|Gross profit                                                               |  |                                       |       
|Selling, general and administrative expenses                               |  |                                       | 24,947 
|                                                                           |  |                                       |        
|Operating income                                                           |  |                                       | (24,947
|Other income (expense):                                                    |  |                                       |        
|Interest expense                                                           |  |                                       |       
|Other, net                                                                 |  |                                       | 3,654  
|                                                                           |  |                                       |        
|Income before income taxes, discontinued operations and extraordinary item |  |                                       | (21,293
|Income taxes                                                               |  |                                       | (4,005 
|                                                                           |  |                                       |        
|Income from continuing operations before extraordinary item                |  |                                       | (17,288
|Discontinued operations                                                    |  |                                       | (11,824
|                                                                           |  |                                       |        
|Income before extraordinary item                                           |  |                                       | (29,112
|Extraordinary item                                                         |  |                                       | (2,106 
|                                                                           |  |                                       |        
|Net income                                                                 |  | $                                     | (31,218
|                                                                           |  |                                       |        



F-51



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                       |  | For the Year Ended September 30, 2000 |       
|------------------------------------------------------ |  | ------------------------------------- | ------
|                                                       |  | ApogentTechnologies                   |       
|                                                       |  | (In thousands)                        |       
|Net sales                                              |  | $                                     |      
|Cost of sales                                          |  |                                       |      
|                                                       |  |                                       |       
|Gross profit                                           |  |                                       |      
|Selling, general and administrative expenses           |  |                                       | 9,563 
|                                                       |  |                                       |       
|Operating income                                       |  |                                       | (9,563
|Other income (expense):                                |  |                                       |       
|Interest expense                                       |  |                                       | (78   
|Other, net                                             |  |                                       | 776   
|                                                       |  |                                       |       
|Income before income taxes and discontinued operations |  |                                       | (8,865
|Income taxes                                           |  |                                       | (2,595
|                                                       |  |                                       |       
|Income from continuing operations                      |  |                                       | (6,270
|Discontinued operations                                |  |                                       | 41,597
|                                                       |  |                                       |       
|Net income                                             |  | $                                     | 35,327
|                                                       |  |                                       |       



F-52



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Condensed Consolidating Statements of Cash Flows



|                                                     |  | For the Year Ended September 30, 2002 |        
|---------------------------------------------------- |  | ------------------------------------- | -------
|                                                     |  | ApogentTechnologies                   |        
|                                                     |  | (In thousands)                        |        
|Cash flows provided by operating activities          |  | $                                     | 26,319 
|                                                     |  |                                       |        
|Cash flows from investing activities:                |  |                                       |        
|Capital expenditures                                 |  |                                       | (9,413 
|Proceeds from sales of property, plant and equipment |  |                                       | 2,981  
|Net payments for businesses acquired                 |  |                                       |       
|                                                     |  |                                       |        
|Net cash used in investing activities                |  |                                       | (6,432 
|                                                     |  |                                       |        
|Cash flows from financing activities:                |  |                                       |        
|Proceeds from long-term debt                         |  |                                       |       
|Principal payments on long-term debt                 |  |                                       |       
|Proceeds from the exercise of stock options          |  |                                       | 10,293 
|Other                                                |  |                                       | (13,811
|                                                     |  |                                       |        
|Net cash (used in) provided by financing activities  |  |                                       | (3,518 
|Effect of exchange rate on cash and cash equivalents |  |                                       | (625   
|                                                     |  |                                       |        
|Net increase (decrease) in cash and cash equivalents |  |                                       | 15,744 
|Cash and cash equivalents at beginning of year       |  |                                       | 4,145  
|                                                     |  |                                       |        
|Cash and cash equivalents at end of year             |  | $                                     | 19,889 
|                                                     |  |                                       |        
|Supplemental disclosures of cash flow information    |  |                                       |        
|Cash paid during the year for:                       |  |                                       |        
|Interest                                             |  | $                                     |       
|                                                     |  |                                       |        
|Income taxes                                         |  | $                                     | 31,010 
|                                                     |  |                                       |        
|Capital lease obligations incurred                   |  | $                                     |       
|                                                     |  |                                       |        





F-53



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                      |  | For the Year Ended September 30, 2001 |        
|----------------------------------------------------- |  | ------------------------------------- | -------
|                                                      |  | ApogentTechnologies                   |        
|                                                      |  | (In thousands)                        |        
|Cash flows (used by) provided by operating activities |  | $                                     | (53,740
|                                                      |  |                                       |        
|Cash flows from investing activities:                 |  |                                       |        
|Capital expenditures                                  |  |                                       | (8,320 
|Proceeds from sales of property, plant and equipment  |  |                                       | 10,212 
|Net cash inflow from SDS                              |  |                                       | 46,394 
|Net payments for businesses acquired                  |  |                                       |       
|                                                      |  |                                       |        
|Net cash provided by (used in) investing activities   |  |                                       | 48,286 
|                                                      |  |                                       |        
|Cash flows from financing activities:                 |  |                                       |        
|Proceeds from long-term debt                          |  |                                       |       
|Principal payments on long-term debt                  |  |                                       |       
|Proceeds from the exercise of stock options           |  |                                       | 6,631  
|Other                                                 |  |                                       | (4,118 
|                                                      |  |                                       |        
|Net cash provided by (used in) financing activities   |  |                                       | 2,513  
|Effect of exchange rate on cash and cash equivalents  |  |                                       |       
|                                                      |  |                                       |        
|Net (decrease) increase in cash and cash equivalents  |  |                                       | (2,941 
|Cash and cash equivalents at beginning of year        |  |                                       | 7,086  
|                                                      |  |                                       |        
|Cash and cash equivalents at end of year              |  | $                                     | 4,145  
|                                                      |  |                                       |        
|Supplemental disclosures of cash flow information     |  |                                       |        
|Cash paid during the year for:                        |  |                                       |        
|Interest                                              |  | $                                     |       
|                                                      |  |                                       |        
|Income taxes                                          |  | $                                     | 35,629 
|                                                      |  |                                       |        
|Capital lease obligations incurred                    |  | $                                     | 36     
|                                                      |  |                                       |        



F-54



---

APOGENT TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                     |  | For the Year Ended September 30, 2000 |        
|---------------------------------------------------- |  | ------------------------------------- | -------
|                                                     |  | ApogentTechnologies                   |        
|                                                     |  | (In thousands)                        |        
|Cash flows provided by operating activities          |  | $                                     | 8,446  
|                                                     |  |                                       |        
|Cash flows from investing activities:                |  |                                       |        
|Capital expenditures                                 |  |                                       | (1,007 
|Security purchased                                   |  |                                       |       
|Proceeds from sales of property, plant and equipment |  |                                       |       
|Other investing activities                           |  |                                       | (2,600 
|Net cash inflow from SDS                             |  |                                       | 58,098 
|Net payments for businesses acquired                 |  |                                       | (82,348
|                                                     |  |                                       |        
|Net cash used in investing activities                |  |                                       | (27,857
|                                                     |  |                                       |        
|Cash flows from financing activities:                |  |                                       |        
|Proceeds from long-term debt                         |  |                                       |       
|Principal payments on long-term debt                 |  |                                       |       
|Securities lending agreement                         |  |                                       | 3,544  
|Proceeds from the exercise of stock options          |  |                                       | 12,599 
|Other                                                |  |                                       | 3,646  
|                                                     |  |                                       |        
|Net cash provided by (used in) financing activities  |  |                                       | 19,789 
|Effect of exchange rate on cash and cash equivalents |  |                                       |       
|                                                     |  |                                       |        
|Net increase (decrease) in cash and cash equivalents |  |                                       | 378    
|Cash and cash equivalents at beginning of year       |  |                                       | 6,708  
|                                                     |  |                                       |        
|Cash and cash equivalents at end of year             |  | $                                     | 7,086  
|                                                     |  |                                       |        
|Supplemental disclosures of cash flow information    |  |                                       |        
|Cash paid during the year for:                       |  |                                       |        
|Interest                                             |  | $                                     |       
|                                                     |  |                                       |        
|Income taxes                                         |  | $                                     | 40,544 
|                                                     |  |                                       |        
|Capital lease obligations incurred                   |  | $                                     |       
|                                                     |  |                                       |        





F-55



---

Independent Auditors Report



The Board of Directors

Apogent Technologies,
Inc. and Subsidiaries:



Under date of November 11, 2002, we
reported on the consolidated balance sheets of Apogent Technologies Inc. and subsidiaries as of September 30, 2002 and 2001, and the related consolidated statements of income, shareholders equity and cash flows for each of the years in the
three-year period ended September 30, 2002, which are included in the Form 10-K. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule in the Form
10-K. This financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. 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.



As discussed in Note 7 to the consolidated financial statements, effective October 1, 2001, the Company adopted the
provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.



KPMG LLP

Boston, Massachusetts

November 11, 2002





F-56



---

SCHEDULE II



APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES



VALUATION AND QUALIIFYING ACCOUNTS

For the Years Ended September 30, 2002, 2001, and 2000

(In Thousands)



|Descriptions                       |  | Balance atBeginningof Year  |       | Additions               |   |       | Deductions |   |       | Balance atEnd ofYear
|---------------------------------- |  | --------------------------- | ----- | ----------------------- | - | ----- | ---------- | - | ----- | --------------------
|                                   |  | Charged toCosts andExpenses |       | Charged toOtherAccounts |   |       |           
|Year ended September 30, 2002      |  |                             |       |                         |   |       |            |   |       |                     
|Deducted from asset accounts:      |  |                             |       |                         |   |       |            |   |       |                     
|Allowance for doubtful receivables |  | $                           | 3,975 |                         | $ | 1,434 |            | $ | 1,557 | (b)                 
|                                   |  |                             |       |                         |   |       |            |   |       |                     
|Year ended September 30, 2001      |  |                             |       |                         |   |       |            |   |       |                     
|Deducted from asset accounts:      |  |                             |       |                         |   |       |            |   |       |                     
|Allowance for doubtful receivables |  | $                           | 4,041 |                         | $ | 972   |            | $ | 33    | (b)                 
|                                   |  |                             |       |                         |   |       |            |   |       |                     
|Year ended September 30, 2000      |  |                             |       |                         |   |       |            |   |       |                     
|Deducted from asset accounts:      |  |                             |       |                         |   |       |            |   |       |                     
|Allowance for doubtful receivables |  | $                           | 3,098 |                         | $ | 863   |            | $ | 109   | (b)                 
|                                   |  |                             |       |                         |   |       |            |   |       |                     

---

Note:    Above additions and
deductions include the effects of foreign currency rate changes.

|(a) |  | Uncollectible accounts written off, net of recoveries
|--- |  | -----------------------------------------------------

|(b) |  | Includes reserves of acquired businesses
|--- |  | ----------------------------------------



F-57



---

APOGENT TECHNOLOGIES INC.

(THE REGISTRANT)

(COMMISSION FILE NO. 1-11091)



EXHIBIT INDEX

TO

2002 ANNUAL REPORT ON FORM 10-K/A



|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                                |  | Incorporated Herein ByReference To                                                             |  | Filed Herewith                                                                                                                                                                   
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Contribution Agreement, Plan and Agreement of Reorganization and Distribution, dated as of November 28, 2000, between the Registrant and Sybron Dental Specialties, Inc.
(SDS) and Sybron Dental Management, Inc. (excluding the forms of the ancillary agreements attached thereto as exhibits, definitive copies of which are filed as Exhibits 2.2 through 2.8 below) |  | Exhibit 2.1 to the RegistrantsForm 10-K for the year endedSeptember 30, 2000 (the2000 10-K) |  |                                                                                                                                                                                  
|2.2            |  | General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                             |  | Exhibit 2.2 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|2.3            |  | Trade Name Assignment and Transitional Trade Name Use and License Agreement, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                                                 |  | Exhibit 2.3 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|2.4            |  | Insurance Matters Agreement, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                                                                                                 |  | Exhibit 2.4 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|2.5            |  | Employee Benefits Agreement, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                                                                                                 |  | Exhibit 2.5 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|2.6            |  | Tax Sharing and Indemnification Agreement, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                                                                                   |  | Exhibit 2.6 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|2.7            |  | Interim Administrative Services Agreement, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                                                                                   |  | Exhibit 2.7 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|2.8            |  | Confidentiality and Nondisclosure Agreement, dated as of December 11, 2000, between the Registrant and SDS                                                                                                                                                                                                                                                                 |  | Exhibit 2.8 to the 2000 10-K                                                                   |  |                                                                                                                                                                                  
|3.1            |  | (a) Restated Articles of Incorporation of the Registrant                                                                                                                                                                                                                                                                                                                   |  | Exhibit 3.1 to the RegistrantsForm 10-Q for the quarterended December 31, 2000                |  |                                                                                                                                                                                  
|               |  | (b) Articles of Amendment containing Certificate of Designation, Preferences and Rights of Series A Preferred Stock                                                                                                                                                                                                                                                        |  |                                                                                                |  | Exhibit 3.1(b) to the 200010-K                                                                                                                                                   
|3.2            |  | Bylaws of the Registrant, as amended as of January 30, 2001                                                                                                                                                                                                                                                                                                                |  |                                                                                                |  | Exhibit 3.2 to the RegistrantsForm 10-Q for the quarterended December 31, 2000                                                                                                  
|4.1            |  | Restated Articles of Incorporation and Restated Bylaws of the Registrant                                                                                                                                                                                                                                                                                                   |  |                                                                                                |  | Exhibits 3.1 and 3.2 hereto                                                                                                                                                      
|4.2            |  | Rights Agreement, dated as of December 11, 2000, between the Registrant and Fleet National Bank, as Rights Agent, including the Form of Certificate of Designation, Preferences and
Rights of Series A Preferred Stock (Exhibit A), Form of Rights Certificate (Exhibit B) and Form of Summary of Rights (Exhibit C)                                                       |  |                                                                                                |  | Exhibit 1 to the RegistrantsRegistration Statement onForm 8-A and Exhibit 4 tothe Registrants CurrentReport on Form 8-K, bothdated December 11, 2000
andfiled December 12, 2000

|4.3 |  | Credit Agreement, dated as of December 1, 2000 (the Credit Agreement), among the Registrant, the several Lenders from time to time parties thereto, Bank One, NA, as
Domestication Agent, Bank of America, N.A., as Syndication Agent, and The Chase Manhattan Bank, as Administrative Agent |  | Exhibit 4.3 to the 2000 10-K                                                           |  | 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | 
|4.4 |  | Subsidiaries Guarantee, dated as of December 1, 2000, executed pursuant to the Credit Agreement                                                                                                                                                                                                |  | Exhibit 4.4 to the 2000 10-K                                                           |  | 
|4.5 |  | Purchase Agreement dated March 30, 2001 between the Registrant, the Subsidiary Guarantors named therein and the Initial Purchasers named therein                                                                                                                                               |  | Exhibit 4.3 to the Registrants Registration Statement on Form S-4 (File No. 333-62182 |  | 



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|ExhibitNumber |  | Description                                                                                                                                                              |  | Incorporated Herein ByReference To                                                                           |  | FiledHerewith
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | -------------
|4.6           |  | Indenture dated April 4, 2001 among the Registrant, the Subsidiary Guarantors named therein and The Bank of New York, as Trustee                                         |  | Exhibit 4.1 to the Registrants Form 10-Q for the quarter ended March 31, 2001                               |  |              
|4.7           |  | Exchange and Registration Rights Agreement dated April 4, 2001 among the Registrant, the Subsidiary Guarantors named therein and the Initial Purchasers named therein    |  | Exhibit 4.2 to the Registrants Form 10-Q for the quarter ended March 31, 2001                               |  |              
|4.8           |  | Purchase Agreement dated October 3, 2001 between the Registrant, the Subsidiary Guarantors named therein and the Initial Purchasers named therein                        |  | Exhibit 4.8 to Registrants Form 10-K for the fiscal year ended September 30, 2001 (the 2001 10-K)         |  |              
|4.9           |  | Indenture dated October 10, 2001 among the Registrant, the Subsidiary Guarantors named therein and The Bank of New York, as Trustee                                      |  | Exhibit 99.2 to the Registrants Current Report on Form 8-K dated October 11, 2001                           |  |              
|4.10          |  | Resale Registration Rights Agreement dated as of October 10, 2001 among the Registrant, the Subsidiary Guarantors named therein and the Initial Purchasers named therein |  | Exhibit 4.10 to the 2001 10-K                                                                                |  |              
|10.1*         |  | Form of current Employment Agreement with the President and Chief Executive Officer of the Registrant                                                                    |  | Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended 12/31/01 (the 12/31/01 10-Q)              |  |              
|10.2(a)*      |  | Form of current Employment Agreement with the current executive officers of the Registrant                                                                               |  | Exhibit 10.2 to the 12/31/01 10-Q                                                                            |  |              
|10.2(b)*      |  | Schedule of executive officers who are a party to employment agreement filed as Exhibit 10.2(a)                                                                          |  | Exhibit 10.3 to the 12/31/01 10-Q                                                                            |  |              
|10.3*         |  | Form of current Employment Agreement with Kenneth F. Yontz, R. Jeffrey Harris, and Dennis Brown                                                                          |  | Exhibit 10.3 to the 2000 10-K                                                                                |  |              
|10.4*         |  | Summary of significant terms for each Employment Agreement filed as Exhibit 10.3                                                                                         |  | Exhibit 10.4 to the 2000 10-K                                                                                |  |              
|10.5*         |  | Form of former Employment Agreement with the current executive officers of the Registrant                                                                                |  | Exhibit 10.5 to the 2000 10-K                                                                                |  |              
|10.6*         |  | Schedule of executive officers who are parties to the former Employment Agreement filed as Exhibit 10.5, with a summary of significant terms                             |  | Exhibit 10.6 to the 2000 10-K                                                                                |  |              
|10.7*         |  | Form of Indemnification Agreement with each of the executive officers and directors identified on the schedule thereto                                                   |  | Exhibit 10 to the Registrants Current Report on Form 8-K dated November 15, 2001                            |  |              
|10.8*         |  | 1988 Stock Option Plan                                                                                                                                                   |  | Exhibit 10(q) to Sybron Corporations Registration Statement on Form S-1(No. 33-20829)                       |  |              
|10.9*         |  | Amendment to the 1988 Stock Option Plan                                                                                                                                  |  | Exhibit 10(q-4) to the Registrants Form 10-K for the fiscal year ended September 30, 1992 (the 1992 10-K) |  |              
|10.10*        |  | Form of Nonstatutory Stock Option Agreement under the 1988 Stock Option Plan                                                                                             |  | Exhibit 10(r) to Sybron Corporations Registration Statement on Form S-1 (No. 33-20829)                      |  |              
|10.11*        |  | 1990 Stock Option Plan                                                                                                                                                   |  | Exhibit 10(q-2) to Sybron Corporations Registration Statement on Form S-1 (No. 33-20829)                    |  |              
|10.12*        |  | Amendment to 1990 Stock Option Plan                                                                                                                                      |  | Exhibit 10(q-6) to the 199210-K                                                                              |  |              
|10.13*        |  | Form of Nonstatutory Stock Option Agreement under the 1990 Stock Option Plan                                                                                             |  | Exhibit 10(s-1) to Sybron Corporations Registration Statement on Form S-1 (No. 33-20829)                    |  |              



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|ExhibitNumber |  | Description                                                                                                                                                  |  | Incorporated Herein ByReference To                                                                                               |  | FiledHerewith
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|10.14*        |  | Amended and Restated 1994 Outside Directors Stock Option Plan                                                                                               |  | Exhibit 10.41 to the Registrants Form 10-K for the fiscal year ended September 30, 1996                                         |  |              
|10.15*        |  | Form of Nonstatutory Stock Option Agreement under the Amended and Restated 1994 Outside Directors Stock Option Plan                                         |  | Exhibit 10.42 to the Registrants Form 10-K for the fiscal year ended September 30, 1999 (the 1999 10-K)                       |  |              
|10.16*        |  | 1999 Outside Directors Stock Option Plan                                                                                                                    |  | Exhibit A to the Registrants Proxy Statement dated December 22, 1998 for its Annual Meeting of Shareholders on January 27, 1999 |  |              
|10.17*        |  | Form of Nonstatutory Stock Option Agreement under the1999 Outside Directors Stock Option Plan                                                               |  | Exhibit 10.43 to the 1999 10-K                                                                                                   |  |              
|10.18*        |  | Amended and Restated 1993 Long-Term Incentive Plan                                                                                                           |  | Exhibit A to the Registrants Proxy Statement dated December 23, 1997 for its Annual Meeting of Shareholders on January 30, 1998 |  |              
|10.19*        |  | Form of Nonstatutory Stock Option Agreement under the1993 Long-Term Incentive Plan                                                                           |  | Exhibit 10(u) to the Sybron Corporations Form 10-K for the fiscal year ended September 30, 1993 (the 1993 10-K)               |  |              
|10.20*        |  | Form of Revised Nonstatutory Stock Option Agreement under the 1993 Long-Term Incentive Plan                                                                  |  | Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended March 31, 2002 (the 3/31/02 10-Q)                             |  |              
|10.21*        |  | Apogent Technologies Inc. 2001 Equity Incentive Plan                                                                                                         |  | Appendix A to the Registrants Proxy Statement dated December 26, 2001                                                           |  |              
|10.22*        |  | Form of Nonstatutory Stock Option agreement under 2001 Equity Incentive Plan                                                                                 |  | Exhibit 10.4 to the 3/31/02 10-Q                                                                                                 |  |              
|10.23*        |  | Amended and Restated Senior Executive Incentive Compensation Plan                                                                                            |  | Exhibit A to the Registrants Proxy Statement dated December 22, 1999 for its Annual Meeting of Shareholders on February 2, 2000 |  |              
|10.24*        |  | Apogent Technologies Inc. Employee Stock Purchase Plan                                                                                                       |  | Appendix B to the Registrants Proxy Statement dated December 26, 2001                                                           |  |              
|10.25*        |  | Sybron International Corporation Deferred Compensation Plan                                                                                                  |  | Exhibit 10.40 to the Registrants Form 10-K for the fiscal year ended September 30, 1998                                         |  |              
|10.26         |  | Lease Agreement dated December 21, 1988 between CPA:7 and CPA:8, as landlord, and Barnstead Thermolyne Company, as tenant (the Barnstead Thermolyne Lease) |  | Exhibit 10(cc) to Sybron Corporations Registration Statement on Form S-1(No. 33-24640)                                          |  |              
|10.27         |  | First Amendment to the Barnstead Thermolyne Lease                                                                                                            |  | Exhibit 10.23 to the 2000 10-K                                                                                                   |  |              
|10.28         |  | Lease Agreement dated December 21, 1988 between CPA:7 and CPA:8, as landlord, and Erie Scientific Company, as tenant (the Erie Lease)                      |  | Exhibit 10(ee) to Sybron Corporations Registration Statement on Form S-1(No. 33-24640)                                          |  |              
|10.29         |  | First Amendment to the Erie Lease                                                                                                                            |  | Exhibit 10.25 to the 2000 10-K                                                                                                   |  |              
|10.30         |  | Lease Agreement dated December 21, 1988 between CPA:7 and CPA:8, as landlord, and Nalge Nunc International Corporation, as tenant(the NNI Lease)           |  | Exhibit 10(ff) to Sybron Corporations Registration Statement on Form S-1(No. 33-24640)                                          |  |              
|10.31         |  | Second Amendment to the NNI lease                                                                                                                            |  | Exhibit 10.27 to the 2000 10-K                                                                                                   |  |              
|10.32         |  | Amended and Restated Guaranty and Suretyship Agreement, dated December 11, 2000, between the Registrant and CPA:7 and CPA:8                                  |  | Exhibit 10.28 to the 2000 10-K                                                                                                   |  |              



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|ExhibitNumber |  | Description                                                                                                                                                                                                                                                |  | Incorporated Herein ByReference To                                                                               |  | FiledHerewith
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | -------------
|10.33         |  | Tenant Agreement dated December 21, 1988 between New England Mutual Life Insurance Company, as lender, and CPA:7 and CPA:8, as landlord, and Barnstead Thermolyne Corporation, as
tenant                                                                   |  | Exhibit 10(tt) to Sybron Corporations Registration Statement on Form S-1 (No. 33-24640) Form S-1 (No. 33-24640) |  |              
|10.34         |  | Tenant Agreement dated December 21, 1988 between New England Mutual Life Insurance Company, as lender, and CPA:7 and CPA:8, as landlord, and Erie Scientific Company, as
tenant                                                                            |  | Exhibit 10(uu) to Sybron Corporations Registration Statement on Form S-1 (No. 33-24640) Form S-1 (No. 33-24640) |  |              
|10.35         |  | Tenant Agreement dated December 21, 1988 between New England Mutual Life Insurance Company, as lender, and CPA:7 and CPA:8, as landlord, and Nalge Nunc International Corporation
(formerly Nalge Company), as tenant                                      |  | Exhibit 10(vv) to Sybron Corporations Registration Statement on Form S-1 (No. 33-24640) Form S-1 (No. 33-24640) |  |              
|10.36         |  | Sale and Leaseback Agreement dated December 21, 1988 between Sybron Corporation and New England Mutual Life Insurance Company, as lender                                                                                                                   |  | Exhibit 10(ww) to Sybron Corporations
Registration Statement on Form S-1 (No. 33-24640)                         |  |              
|10.37         |  | Environmental Risk Agreement dated December 21, 1988 from Sybron Corporation and Barnstead Thermolyne Corporation, as indemnitors, to New England Mutual Life Insurance Company, as
lender, and CPA:7 and CPA:8, as Borrowers                              |  | Exhibit 10(yy) to Sybron Corporations
Registration Statement on Form S-1 (No. 33-24640                          |  |              
|10.38         |  | Environmental Risk Agreement dated December 21, 1988 from Sybron Corporation and Erie Scientific Company, as indemnitors, to New England Mutual Life Insurance Company, as lender, and
CPA:7 and CPA:8, as Borrowers                                       |  | Exhibit 10(aaa) to Sybron Corporations
Registration Statement on Form S-1 (No. 33-24640)                        |  |              
|10.39         |  | Environmental Risk Agreement dated December 21, 1988 from Sybron Corporation and Nalge Nunc International Corporation (formerly Nalge Company), as indemnitors, to New England Mutual
Life Insurance Company, as lender, and CPA:7 and CPA:8, as borrowers |  | Exhibit 10(bbb) to Sybron Corporations
Registration Statement on Form S-1 (No. 33-24640)                        |  |              
|10.40*        |  | Life insurance policy for Kenneth F. Yontz                                                                                                                                                                                                                 |  | Exhibit 10(eee) to Sybron Corporations Registration Statement on Form S-1(No. 33-45948)                         |  |              
|10.41*        |  | Life insurance policy for Frank H. Jellinek, Jr.                                                                                                                                                                                                           |  | Exhibit 10(eee-1) to Sybron Corporations Registration Statement on Form S-1(No. 33-45948)                       |  |              
|10.42*        |  | Life insurance policy for R. Jeffrey Harris                                                                                                                                                                                                                |  | Exhibit 10(rr) to the 1993 10-K                                                                                  |  |              
|10.43*        |  | Life insurance policy for Dennis Brown                                                                                                                                                                                                                     |  | Exhibit 10.42 to the Registrants Form 10-K for the fiscal year ended September 30, 1995                         |  |              
|10.44*        |  | Sybron Laboratory Products Corporation Senior Salaried Executive Financial Performance Incentive Compensation Plan                                                                                                                                         |  | Exhibit 10.41 to the 2000 10-K                                                                                   |  |              
|10.45*        |  | Employment Agreement between Apogent Technologies Inc. and Robert V. Ahlgren, dated April 1, 2002                                                                                                                                                          |  | Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended 6/30/02 (the 6/30/02 10-Q)                    |  |              
|10.46*        |  | Indemnification Agreement between Apogent Technologies Inc. and Robert V. Ahlgren, dated April 1, 2002                                                                                                                                                     |  | Exhibit 10.2 to the 6/30/02 10-Q                                                                                 |  |              
|12            |  | Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                                                                          |  |                                                                                                                  |  |              
|21            |  | Subsidiaries of the Registrant                                                                                                                                                                                                                             |  |                                                                                                                  |  |              
|23            |  | Consent of KPMG LLP                                                                                                                                                                                                                                        |  |                                                                                                                  |  | X            
|24            |  | Powers of Attorney of Directors of the Registrant                                                                                                                                                                                                          |  |                                                                                                                  |  |              
|31.1          |  | Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO)                                                                                                                          |  |                                                                                                                  |  | X            
|31.2          |  | Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(CFO)                                                                                                                           |  |                                                                                                                  |  | X            
|32.1          |  | Certification Pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO)                                                                                                                              |  |                                                                                                                  |  | X            
|32.2          |  | Certification Pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO)                                                                                                                              |  |                                                                                                                  |  | X            



* Denotes management contract or
executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.