##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For The Fiscal Year Ended September 30,
2004

Commission File Number 001-11091



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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) |  | (I.R.S. Employer Identification No.)

One Liberty Lane


Hampton, NH 03842


(Address of principal executive offices,
including zip code)


(603) 926-5911


(Registrants telephone number, including
area code)


Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act: None


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

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

Indicate by check
mark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange
Act).     Yes þ          No o

On August 2,
2004, the registrant was acquired by and became a wholly-owned
subsidiary of Fisher Scientific International Inc. and the
market value of the common equity of the registrant owned by
non-affiliates is zero.

At
December 13, 2004, Fisher Scientific International Inc.
holds all 1,000 shares of the Registrants outstanding
Common Stock, par value $0.01 per share.

THE REGISTRANT
MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS
THEREFORE FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE
FORMAT.

DOCUMENTS INCORPORATED BY REFERENCE:
None



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APOGENT TECHNOLOGIES INC.

TABLE OF CONTENTS

TO


2004 ANNUAL REPORT ON FORM 10-K


|                                           |  |                                                                                                                      |    |      |    | 
|------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                           |  |                                                                                                                      |    | Page
|                                           |  |                                                                                                                      |    |     
|PART I                                     |  |                                                                                                                      |    |      |    | 
|1                                          |  | Business                                                                                                             |    |      | 2  | 
|2                                          |  | Properties                                                                                                           |    |      | 3  | 
|3                                          |  | Legal Proceedings                                                                                                    |    |      | 4  | 
|4                                          |  | Submission of Matters to a
    Vote of Security Holders                                                              |    |      | 5  | 
|PART II                                    |  |                                                                                                                      |    |      |    | 
|5                                          |  | Market for Registrants
    Common Equity, Related Stockholder Matters and Issuer Purchases
    of Equity Securities |    |      | 6  | 
|6                                          |  | Selected Financial Data                                                                                              |    |      | 6  | 
|7                                          |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations                            |    |      | 6  | 
|7A                                         |  | Quantitative and Qualitative
    Disclosures About Market Risk                                                       |    |      | 10 | 
|8                                          |  | Financial Statements and
    Supplementary Data                                                                      |    |      | 12 | 
|9                                          |  | Changes in and Disagreements
    With Accountants on Accounting and Financial Disclosure                             |    |      | 45 | 
|9A                                         |  | Controls and Procedures                                                                                              |    |      | 45 | 
|9B                                         |  | Other Information                                                                                                    |    |      | 45 | 
|PART III                                   |  |                                                                                                                      |    |      |    | 
|10                                         |  | Directors and Executive
    Officers of the Registrant                                                               |    |      | 45 | 
|11                                         |  | Executive Compensation                                                                                               |    |      | 45 | 
|12                                         |  | Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder
    Matters               |    |      | 45 | 
|13                                         |  | Certain Relationships and
    Related Transactions                                                                   |    |      | 45 | 
|14                                         |  | Principal Accountant Fees
    and Services                                                                           |    |      | 46 | 
|PART IV                                    |  |                                                                                                                      |    |      |    | 
|15                                         |  | Exhibits and Financial
    Statement Schedules                                                                       |    |      | 47 | 
|Signatures                                 |  |                                                                                                                      | 48 |     
|EX-23.1 CONSENT OF DELOITTE AND TOUCHE LLP
|EX-23.2 CONSENT OF KPMG LLP               
|EX-31.1 SECTION 302 CERTIFICATION OF CEO  
|EX-31.2 SECTION 302 CERTIFICATION OF CFO  
|EX-32.1 SECTION 906 CERTIFICATION OF CEO  
|EX-32.2 SECTION 906 CERTIFICATION OF CFO  



1



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##### Table of Contents






PART I.






|        |         
|------- | --------
|Item 1. | Business

Apogent Technologies Inc. (Apogent,
the Company or we) is a leading
developer and manufacturer of products for the scientific
research and clinical laboratory markets. Our customers include
distributors, pharmaceutical and biotechnology companies,
clinical, academic, research and industrial laboratories, and
original equipment manufacturers. We manufacture most of the
products we sell at over 120 facilities worldwide. We have
approximately 7,400 full-time employees.

Approximately 68% of our fiscal year 2004
revenues were generated from sales to customers within the
United States, with the remainder internationally, primarily
Europe.

On August 2, 2004 we completed an
approximately $4.0 billion combination with Fisher
Scientific International Inc. (Fisher Scientific) in
a tax-free, stock-for-stock merger, including the assumption of
approximately $1.0 billion of our debt by Fisher
Scientific. Apogent shareholders received 0.56 shares of
Fisher Scientific common stock for each share of Apogent common
stock they owned. Upon completion of the merger, Apogent became
a wholly-owned subsidiary of Fisher Scientific.

The Company believes the combination of Apogent
with Fisher Scientific will result in several strategic
benefits, including:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Strategic position.The combination of Apogents and Fisher Scientifics
    complementary operations, expertise, manufacturing capabilities
    and sales and services capabilities should position the combined
    company to provide its customers with innovative products and
    services while generating increased cash flow and financial
    flexibility to pursue additional growth and acquisition
    opportunities.
|
| |  | Life-science market
    position.The life-science footprint
    of the combined company will be substantially larger than
    Apogents current life-science footprint.                                                                                                                                                                                                                                                          
|
| |  | Biopharma-production and diagnostic-reagent
    offering.The combination of Fisher
    Scientific and Apogent will strengthen offerings in
    biopharma-production and diagnostic-reagents.                                                                                                                                                                                                                                     
|
| |  | Global market
    presence.Apogent has manufacturing
    operations throughout the world that will complement and enhance
    Fisher Scientifics existing worldwide distribution and
    supply network.                                                                                                                                                                                                                        
|
| |  | New products and
    services.The combined company will
    have a substantially broader portfolio of product offerings than
    Apogent has now and an enhanced worldwide distribution and sales
    network. The merger is also expected to give the combined
    company a greater ability to develop and market competitive new
    products and services, enabling it to attract and maintain more
    customers worldwide. 

The merger is being accounted for as a purchase
business combination in accordance with Statement of Financial
Accounting Standards No. 141, Business
Combinations (SFAS 141). The financial
statements included herein reflect the push-down
method of accounting, resulting in a new basis of accounting for
the successor period beginning August 2, 2004.
Information relating to all predecessor periods
prior to the combination is presented using Apogents
historical basis of accounting. To assist in the comparability
of our financial results and discussions, results of operations
for the year ended September 30, 2004 including results for
the ten months of the predecessor and two months of the
successor and are designated as combined.

We report financial results on the basis of two
business segments: a research group and a clinical group.

Sales from businesses in the research group
accounted for approximately 54% of our total sales. Businesses
in the research group engage in the manufacture, distribution
and sale of products primarily to the research and clinical life
science markets. Applications of these products include general
laboratory uses as well as genetic research, protein-based
research, high-throughput screening for drug discovery, cell
culture, filtration and other liquid handling. In addition,
businesses in the research group manufacture, distribute and
sell laboratory equipment used by medical, pharmaceutical and
scientific laboratories.

2



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##### Table of Contents



Products manufactured by businesses in the
research group include reusable plastic and glass products;
disposable plastic and glass products; products for critical
packaging applications; environmental and safety containers;
liquid handling automation products; glass liquid sample vials
and seals used in various applications; heating, cooling,
shaking, stirring, mixing and temperature control instruments;
and water purification systems.


Sales from businesses in the clinical group
accounted for approximately 46% of our total sales. Our clinical
group engages in the manufacture and sale of products primarily
to the clinical and commercial laboratory market. These products
are used in a number of in vitro diagnostic applications,
including specimen collection, specimen transportation, drug
testing, therapeutic drug monitoring and infectious disease
detection. Other applications include human tissue research and
human cell research, with an emphasis on cancer applications.
Products manufactured and sold by businesses in the clinical
group include microscope slides, cover glass, and glass tubes
and vials; stains and reagents; instrumentation for human tissue
and cell research; diagnostic test kits; sample vials used in
diagnostic testing; culture media; diagnostic reagents; and
other products used in detecting and/or monitoring the existence
of infectious diseases and conditions, therapeutic drugs and
drugs of abuse.

We have several registered and unregistered
service marks and trademarks for our products. Some of our more
significant marks include Nalgene, Nunc, Lab-Line, Barnstead
Thermolyne, Abgene, Genevac, Erie Scientific, Remel,
Richard-Allen Scientific, Microgenics and Samco Scientific,
among others. Registered trademarks generally can have perpetual
life, provided they are renewed on a timely basis and continue
to be used properly as trademarks, subject to the rights of
third parties to seek cancellation of the marks. Raw materials
and supplies for our product offerings are generally available
in adequate quantities.

We compete with other manufacturers as well as
distributors. We face a variety of competitors that manufacture
a comparable portfolio of products. We compete on a basis of
innovative technologies, availability and quality. We believe
our brand recognition provides us competitive advantage.

For information regarding business segments,
foreign and domestic operations and export sales, refer to
Item 8  Financial Statements and
Supplementary Data  Note 14  Segment
Information, which is incorporated herein by reference.

For information and cautionary factors regarding
forward-looking statements contained in this report, see
Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations.




Item
2.     Properties

Our principal executive offices are located in
Hampton, New Hampshire. We believe that our property and
equipment are generally well maintained, in good operating
condition and adequate for our present needs.

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

|                             |  |                                      |  |  |  | 
|---------------------------- |  | ------------------------------------ |  |  |  | 
|Rockwood, Tennessee(b)       |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Portsmouth, New Hampshire(a) |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Braunschweig, Germany        |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Romont, Switzerland          |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Naugatuck, Connecticut       |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Budapest, Hungary            |  | Manufacturing, Warehouse, and Office |  |  |  | 
|San Fernando, California     |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Holtsville, New York         |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Baltimore, Maryland          |  | Manufacturing and Office             |  |  |  | 
|Kalamazoo, Michigan(a)       |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Indianapolis, Indiana        |  | Manufacturing and Warehouse          |  |  |  | 
|Lenexa, Kansas(b)            |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Lake Charles, Louisiana      |  | Manufacturing and Office             |  |  |  | 

3



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##### Table of Contents



|                                 |  |                                      |  |  |  | 
|-------------------------------- |  | ------------------------------------ |  |  |  | 
|Fremont, California(a)           |  | Manufacturing, Warehouse, and Office |  |  |  | 
|East Providence, Rhode Island(a) |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Walldorf, Germany(a)             |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Kent, England(a)                 |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Auburn, Alabama                  |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Penfield, New York(a)            |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Naperville, Illinois             |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Roskilde, Denmark                |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Hudson, New Hampshire(a)         |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Tijuana, Mexico(a)               |  | Manufacturing, Warehouse, and Office |  |  |  | 
|San Diego, California(a)         |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Surrey, England                  |  | Manufacturing, Office, and Warehouse |  |  |  | 
|Dubuque, Iowa(a)                 |  | Manufacturing and Office             |  |  |  | 
|Melrose Park, Illinois           |  | Manufacturing and Office             |  |  |  | 
|Perinton, New York               |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Suffolk, England(a)              |  | Manufacturing, Warehouse, and Office |  |  |  | 
|Petaluma, California(a)          |  | Manufacturing, Warehouse, and Office |  |  |  | 



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






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

Nalge Nunc International, a subsidiary in our
Research Group business segment, 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 was conducted
in 1995 at the Aqua-Tech Site for the removal of surface
contaminants under the supervision of the Environmental
Protection Agency (EPA) pursuant to the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (CERCLA). Our total expenses
(including legal fees) to date have been approximately $170,000.
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 participated with a PRP group
composed of approximately 100 parties in an agreement with the
EPA to undertake a remedial investigation and feasibility study,
which is now being used by the EPA to determine what remedy, if
any, should be required at the site. There has been no
opposition to the proposed remedial investigation and
feasibility study, and it was adopted in the Record of Decision
in 2004. The PRP group is negotiating with EPA and the
U.S. Justice Department over the conduct of this remedial
work. Total remediation costs are estimated at approximately
$6 million. Our share of waste allegedly sent to the site
is reportedly not more than 1% of the total waste sent. It is
anticipated that our liability in this matter will be in
proportion to the amount of reported waste we were deemed to
have sent. Even though CERCLA provides for joint and several
liability, we believe that any ultimate liability to us will not
have a material adverse effect on our results of operations or
financial condition.

On October 15, 2002, Armkel, LLC sued Pfizer
Inc. (Pfizer) in the U.S. District Court for
the District of New Jersey for patent infringement with respect
to certain immunoassay pregnancy tests supplied by Applied
Biotech, formerly a subsidiary in our clinical group business
segment (the Armkel Litigation). In July 2003,
Pfizer filed a third-party complaint lawsuit in the
U.S. District Court for the District of New Jersey against
Applied Biotech to enforce the alleged obligation of Applied
Biotech to indemnify and defend Pfizer with regard to the Armkel
Litigation. (Under the terms of the sale of Applied Biotech to
Inverness Medical Innovations, Inc. consummated in August 2003,
we retained liability of Applied Biotech for claims arising from
the Armkel Litigation.) We do not believe that Applied Biotech
has an obligation to defend and indemnify Pfizer with respect to
the Armkel Litigation and have taken that position. The lawsuit
between Armkel and Pfizer has been settled and dismissed,
although Pfizers

4



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##### Table of Contents



lawsuit against Applied Biotech continues. In
December 2004, both parties filed motions for summary judgment.
We do not believe that the outcome of the Armkel Litigation will
have a material adverse effect on our results of operations or
financial condition.


We and our subsidiaries are parties to a number
of lawsuits or subject to claims arising out of our respective
operations, or the operation of businesses divested since the
1980s for which certain of our subsidiaries may continue
to have legal or contractual liability, including product
liability, patent and trademark or other intellectual property
infringement, workplace safety, and environmental claims and
cases, some of which involve claims for substantial damages. We
vigorously defend lawsuits and other claims against us. Based
upon our assessment of the cases and claims against us and our
experiences with similar cases and claims in the past, we
believe that any liabilities which might reasonably result from
any of the pending cases and claims would not have a material
adverse effect on our results of operations or financial
condition. However, there can be no assurance as to this or that
we will not be subjected to significant additional claims in the
future with respect to our current or former operations which
would have such a material adverse effect.






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

Omitted in reliance upon General
Instruction I (2) (c) of Form 10-K.

5



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##### Table of Contents






PART II.






|        |                                                                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities and Related Stockholder Matters

Since our inception, we have not paid any cash
dividends on our common stock. In addition, we do not anticipate
paying cash dividends on common stock at any time in the
foreseeable future.

Since August 2, 2004, all of our outstanding
common stock has been beneficially owned by Fisher Scientific
and therefore, there is no trading market in such securities.

Our common stock traded on the NYSE under the
symbol AOT. The market information set forth below
for our most recent fiscal years is based on NYSE sales prices.

|                        |                                      |              |   |       |  |  |   |       | 
|----------------------- | ------------------------------------ | ------------ | - | ----- |  |  | - | ----- | 
|                        |                                      |             
|                        |                                      | Common Stock
|                        |                                      |             
|Fiscal Year and Quarter |                                      | High         |   | Low  
|                        |                                      |              |   |      
|                        |                                      |             
|                        |                                      | (In dollars)
|2003                    |                                      |              |   |       |  |  |   |      
|                        | 1st Quarter                          |              | $ | 21.24 |  |  | $ | 16.70 | 
|                        | 2nd Quarter                          |              | $ | 21.40 |  |  | $ | 14.45 | 
|                        | 3rd Quarter                          |              | $ | 20.89 |  |  | $ | 14.60 | 
|                        | 4th Quarter                          |              | $ | 22.51 |  |  | $ | 19.79 | 
|2004                    |                                      |              |   |       |  |  |   |      
|                        | 1st Quarter                          |              | $ | 23.60 |  |  | $ | 20.85 | 
|                        | 2nd Quarter                          |              | $ | 31.23 |  |  | $ | 22.65 | 
|                        | 3rd Quarter                          |              | $ | 33.83 |  |  | $ | 29.95 | 
|                        | 4th Quarter (through August 2, 2004) |              | $ | 33.49 |  |  | $ | 29.24 | 






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

Omitted in reliance upon General
Instruction I (2) (a) of Form 10-K. Refer to
Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations for
managements narrative analysis of the results of
operations for the year ended September 30, 2004 as
compared to the year ended September 30, 2003.






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

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

The Company has based forward-looking statements
on its current expectations and projections about future events.
Although the Company believes that its assumptions made in
connection with the forward-looking statements are reasonable,
there can be no assurances that the assumptions and expectations
will prove to have been correct. All forward-looking statements
reflect the Companys present expectations of future events
and are subject to a number of important assumptions, factors,
and risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. Some of the uncertainties and assumptions to which
these forward-looking statements are subject include the
following:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | our outstanding indebtedness and leverage, and
    the restrictions imposed by our indebtedness; 
|
| |  | the effects of domestic and international
    economic and business conditions on our businesses;

6



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##### Table of Contents





| |   |                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the high degree of competition of certain of our
    businesses, and the potential for new competitors to enter into
    these businesses;                                        
|
| |  | future modifications to existing laws and
    regulations, including those regarding the environment;                                                                             
|
| |  | discovery of unknown contingent liabilities,
    including environmental contamination at our facilities and
    liability with respect to products we distribute and manufacture;
|
| |  | fluctuations in interest rates and in foreign
    currency exchange rates;                                                                                                        
|
| |  | availability, or increases in the cost, of raw
    materials and other inputs used to make our products;                                                                          
|
| |  | the loss of major customers or suppliers,
    including any provider of shipping services; and                                                                                    
|
| |  | our ability to generate free cash flow or to
    obtain sufficient resources to finance working capital and
    capital expenditure needs.                                        

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

Overview

On August 2, 2004 we completed an
approximately $4.0 billion combination with Fisher
Scientific International Inc. (Fisher Scientific) in
a tax-free, stock-for-stock merger, including the assumption of
approximately $1.0 billion of our debt by Fisher
Scientific. Apogent shareholders received 0.56 shares of
Fisher Scientific common stock for each share of Apogent common
stock they owned. Upon completion of the merger, Apogent became
a wholly-owned subsidiary of Fisher Scientific.

The Company believes the combination of Apogent
with Fisher Scientific will result in several strategic
benefits, including:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Strategic position.The combination of Apogents and Fisher Scientifics
    complementary operations, expertise, manufacturing capabilities
    and sales and services capabilities should position the combined
    company to provide its customers with innovative products and
    services while generating increased cash flow and financial
    flexibility to pursue additional growth and acquisition
    opportunities.
|
| |  | Life-science market
    position.The life-science footprint
    of the combined company will be substantially larger than
    Apogents current life-science footprint.                                                                                                                                                                                                                                                          
|
| |  | Biopharma-production and diagnostic-reagent
    offering.The combination of Fisher
    Scientific and Apogent will strengthen offerings in
    biopharma-production and diagnostic-reagents.                                                                                                                                                                                                                                     
|
| |  | Global market
    presence.Apogent has manufacturing
    operations throughout the world that will complement and enhance
    Fisher Scientifics existing worldwide distribution and
    supply network.                                                                                                                                                                                                                        
|
| |  | New products and
    services.The combined company will
    have a substantially broader portfolio of product offerings than
    Apogent has now and an enhanced worldwide distribution and sales
    network. The merger is also expected to give the combined
    company a greater ability to develop and market competitive new
    products and services, enabling it to attract and maintain more
    customers worldwide. 

In connection with the merger of Apogent and
Fisher Scientific, Fisher Scientific and Apogent engaged in a
number of financing transactions, which we refer to as the
Apogent Refinancing Transactions. The Apogent
Refinancing Transactions include the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We completed an exchange offer for our
    $345 million aggregate principal amount of Floating Rate
    Senior Convertible Contingent Debt Securities due 2033 (the
    Floating Rate CODES). The exchange offer for the
    Floating Rate CODES aligned the conversion terms of our
    convertible debt with Fishers currently outstanding
    convertible debt. Approximately 99.9 percent of the
    outstanding principal amount of the Floating Rate CODES were
    tendered for exchange with a like principal

7



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##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | amount of Floating Rate Convertible Senior
    Debentures due 2033 and an exchange fee of 0.50 percent of
    principal amount of the securities tendered was paid. In
    addition, we paid a consent fee of 0.60 percent to not
    register the notes for resale as required per the original
    registration rights agreement. Neither Fisher nor Apogent
    received any proceeds from the issuance of the new debentures in
    the exchange offer.                                                                                                                                                                                                                                                                                                                     
|
| |  | We completed an exchange offer for our
    $300 million aggregate principal amount of
    2.25% Senior Convertible Contingent Debt Securities due
    2021 (the 2.25% CODES). The exchange offer for the
    2.25% CODES aligned the conversion terms of our convertible debt
    with Fishers currently outstanding convertible debt.
    Approximately 99.6 percent of the outstanding principal
    amount of the 2.25% CODES were tendered for exchange with a like
    principal amount of 2.25% Convertible Senior Debentures due
    2021 and an exchange fee of 0.50 percent of the principal
    amount of the securities tendered was paid. Neither Fisher nor
    Apogent received any proceeds from the issuance of the new
    debentures in the exchange offer.
|
| |  | Concurrently with the two exchange offers we
    completed a cash tender offer for the $250 million
    aggregate principal amount of the 6 1/2% senior
    subordinated notes due 2013. We accepted for payment
    $249.6 million aggregate principal amount representing
    99.8 percent of the outstanding principal amount of the
    6 1/2% senior subordinated notes due 2013. The
    purchase price for the notes was $1,107.50 in cash per $1,000
    principal amount, plus accrued and unpaid interest. A concurrent
    consent solicitation amended the indenture for any
    6 1/2% senior subordinated notes that remained
    outstanding to eliminate certain restrictive covenants in that
    indenture.                                                   

On September 20, 2004, we issued a notice
for redemption of approximately $298.8 million of the
2.25% Convertible Senior Debentures due 2021 and
approximately $1.0 million of the 2.25% CODES due 2021 for
cash at a price equal to 100% of the principal amount plus
accrued and unpaid interest and contingent interest, as defined
in the agreements. Note holders had the option of converting
their notes until October 18, 2004. Approximately
$295.7 million of the notes were converted. Notes, which
were not converted, were redeemed on October 20, 2004.
Principally, all of the converted notes were settled in cash.

The merger is being accounted for as a purchase
business combination in accordance with Statement of Financial
Accounting Standards No. 141, Business
Combinations (SFAS 141). The financial
statements included herein reflect the push-down
method of accounting, resulting in a new basis of accounting for
the successor period beginning August 2, 2004.
Information relating to all predecessor periods
prior to the combination is presented using Apogents
historical basis of accounting. To assist in the comparability
of our financial results and discussions, results of operations
for the year ended September 30, 2004 include results for
the ten months of the predecessor and two months of the
successor and are designated as combined. The
following discussion and analysis is on a combined basis.

On February 20, 2004, we acquired H.A.L.
Baggin, Inc. d/b/a Pactech (Pactech). Pactech
designs, develops, manufactures and sells innovative flexible
packaging solutions for a broad range of medical, industrial and
consumer applications. Pactechs annual sales are
approximately $13 million and its results have been
included in the research group from the date of acquisition.

On April 2, 2004, we acquired Eagle Picher
Scientific Products (Eagle Picher). Eagle
Pichers products include glass and plastic bottles, jars,
closures, vials, tubes, and test kits that have been cleaned and
treated for use in high purity applications. Eagle Pichers
annual sales are approximately $13 million and its results
have been included in the research group from the date of
acquisition.

We report financial results on the basis of two
business segments: a research group and a clinical group.

8



---



##### Table of Contents



Results of Operations



| |          
| | ---------
| | Net Sales

The following table presents sales and sales
growth by business segment for the years ended
September 30, 2004, 2003 and 2002:

|               |       |                          |         |               |  |               |     |        |   |       |         |           |  |  |     |     |   |   |         |           | 
|-------------- | ----- | ------------------------ | ------- | ------------- |  | ------------- | --- | ------ | - | ----- | ------- | --------- |  |  | --- | --- | - | - | ------- | --------- | 
|               |       |                         
|               |       | Year Ended September 30,
|               |       |                         
|               |       |                          |         |               |  |              
|               |       | 2004                     |         | 2003          |  | 2002         
|               |       |                          |         |               |  |              
|               |       |                          |         | Sales         |  |               |     | Sales  |   |      
|               |       | Sales                    |         | Growth        |  | Sales         |     | Growth |   | Sales
|               |       |                          |         |               |  |               |     |        |   |      
|               |       |                          |         |               |  | (Predecessor)
|               |       | (Combined)               |         | (Predecessor) |  |              
|Clinical Group |       | $                        | 554,837 |               |  |               | 8.7 | %      |   | $     | 510,536 |           |  |  | 7.8 | %   |   | $ | 473,388 |          
|Research Group |       |                          | 639,276 |               |  |               | 8.9 | %      |   |       | 586,953 |           |  |  | 5.8 | %   |   |   | 554,525 |          
|               |       |                          |         |               |  |               |     |        |   |       |         |           |  |  |     |     |   |   |         |          
|               | Total |                          | $       | 1,194,113     |  |               |     | 8.8    | % |       | $       | 1,097,489 |  |  |     | 6.8 | % |   | $       | 1,027,913 | 
|               |       |                          |         |               |  |               |     |        |   |       |         |           |  |  |     |     |   |   |         |          

The 2004 and 2003 sales growth rates are
favorably impacted by foreign exchange translation of
approximately $24.0 million and $22.6 million,
respectively. Our acquisitions of Quality Scientific Plastics,
Pactech and Eagle Picher collectively accounted for
approximately 3.5 percentage points and 3.0 percentage
points of the 2004 and 2003 growth rates, respectively. The
increase in our organic growth rate in 2004 was primarily driven
by an increase in sales of new products. Organic sales growth
rate for 2003 was flat versus 2002 reflecting the slowdown in
spending for laboratory equipment and other products.



| |                       
| | ----------------------
| | Income from Operations

The following table presents income from
operations and operating income growth by business segment for
the years ended September 30, 2004, 2003 and 2002:

|               |       |                          |         |               |  |               |         |         |  |   |         |         | 
|-------------- | ----- | ------------------------ | ------- | ------------- |  | ------------- | ------- | ------- |  | - | ------- | ------- | 
|               |       |                         
|               |       | Year Ended September 30,
|               |       |                         
|               |       | 2004                     |         | 2003          |  | 2002         
|               |       |                          |         |               |  |              
|               |       | Income from              |         | Income from   |  | Income from  
|               |       | Operations               |         | Operations    |  | Operations   
|               |       |                          |         |               |  |              
|               |       | (Combined)               |         | (Predecessor) |  | (Predecessor)
|Clinical Group |       | $                        | 112,238 |               |  | $             | 125,753 |         |  | $ | 123,386 |        
|Research Group |       |                          | 85,329  |               |  |               | 108,324 |         |  |   | 124,554 |        
|               |       |                          |         |               |  |               |         |         |  |   |         |        
|               | Total |                          | $       | 197,567       |  |               | $       | 234,077 |  |   | $       | 247,940 | 
|               |       |                          |         |               |  |               |         |         |  |   |         |        

Fiscal year 2004 income from operations of
$197.6 million included the following items:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a non-cash charge of $38.2 million related
    to the step-up of our inventory to Fishers acquired fair
    value and was recorded in cost of products sold;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | a restructuring charge of $7.9 million,
    related to restructuring activities announced during 2003 and
    2004, for the consolidation of certain facilities and product
    rationalization. The charge reflects approximately
    $4.1 million related to severance associated with employees
    in production activities and other exit activities related to
    production and approximately $3.8 million related to
    severance associated with non-production employees and other
    exit costs. We recorded a restructuring credit of approximately
    $0.3 million for the reversal of certain costs accrued in
    prior years restructuring plans due to a reduction in estimated
    costs.
|
| |  | transaction related costs of $15.9 million,
    of which approximately $12.0 million were paid to our
    advisors in connection with the merger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

The resulting income from operations excluding
these items was 21.7% of sales.

Included in the 2003 income from operations is a
restructuring charge of $13.5 million related to the
consolidation of certain facilities and discontinuance of
certain product lines due to product rationalizations.
Approximately $7.5 million related to the write-off of
inventory and severance associated with employees in production
activities and approximately $6.0 million related to the
write-off of fixed assets,

9



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##### Table of Contents



severance associated with non-production
employees and other exit related costs. The resulting income
from operations excluding these items was 22.6% of sales.


Included in the 2002 income from operations is an
aggregate net restructuring charge of $6.9 million for the
consolidation of certain facilities and discontinuance of
certain product lines due to rationalization. The restructuring
charge of $7.1 million, reflecting $5.6 million
related to the write-off of inventory, the write-off of fixed
assets, certain lease termination costs, and severance
associated with production employees and $1.5 million
related to severance associated with non-production employees
and other exit costs. During 2002, we recorded a restructuring
credit of approximately $0.2 million for the reversal of
certain costs accrued in the fiscal 2000 restructuring plan due
to a reduction in estimated costs. The resulting income from
operations excluding these items was 24.8% of sales.

The decrease in operating income as a percentage
of sales in 2004 was primarily attributable to a decline in
sales to biotechnology and pharmaceutical customers and a change
in product mix, as well as the introduction of lower margin
product sales from our Quality Scientific Plastics acquisition.



| |                 
| | ----------------
| | Interest Expense

Interest expense, net, was $26.9 million for
the combined fiscal year ended September 30, 2004, as
compared to $46.2 million for the same period of fiscal
2003. The decrease in interest expense is primarily due to a
reduction in the Companys outstanding debt obligations and
weighted average interest rate.



| |                       
| | ----------------------
| | Other Income (Expense)

For the period of August 2, 2004 through
September 30, 2004 excluding interest expense other
income/expense is largely comprised of charges of
$46.6 million, reflecting $29.8 million of call
premiums and $16.8 million of other debt related costs.



| |                     
| | --------------------
| | Income Tax Provision

Taxes on income from continuing operations for
the combined fiscal year ended September 30, 2004 were
$49.4 million, an increase of $9.7 million from the
same period of fiscal 2003. The increase in income taxes
resulted from an increase in our effective tax rate to 41.5%
from 32.6%, which is primarily a result of nondeductible merger
expenses incurred during fiscal 2004.



| |                        
| | -----------------------
| | Discontinued Operations

Loss from discontinued operations, net of tax,
for the combined fiscal year ended September 30, 2004 was
$0.4 million, as compared to $94.1 million for the
same period of fiscal 2003. The loss from discontinued
operations during fiscal 2003 was the result of the
Companys decision to dispose of two of its businesses: the
rapid diagnostic test business (on-site rapid tests used in the
detection of pregnancy, drugs of abuse and infectious diseases)
as conducted by the former Applied Biotech, Inc. subsidiary; and
the manufacture and sale of automated micro array
instrumentation for the genomics market as conducted by our
former BioRobotics Group Limited subsidiary. The combined fiscal
year 2004 loss from discontinued operations represents the
Companys continued disposal activities associated with
these two businesses.






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

We measure our market risk related to our
holdings of financial instruments based on changes in interest
rates, foreign currency rates and commodities utilizing a
sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on
a hypothetical 10% change in these market rates. We used market
rates as of September 30, 2004 on our financial instruments
to perform this sensitivity analysis. We do not include items
such as lease contracts, insurance contracts, and obligations
for pension and other post-retirement benefits in the analysis.

Our primary interest rate exposures relate to
cash, fixed and variable rate debt and interest rate swaps and
options. The potential loss in fair values is based on an
immediate change in the net present values of our interest rate
sensitive exposures resulting from a 10% change in interest
rates. The potential loss in cash flows and earnings is based on
the change in the net interest income/expense over a one-year
period

10



---



##### Table of Contents



due to an immediate 10% change in rates. As of
September 30, 2004, we had $344.6 million of floating rate
debt outstanding. There were no interest rate swaps outstanding
as of September 30, 2004.


Our primary currency rate exposures relate to our
intercompany debt, foreign cash and foreign currency forward and
option contracts. The potential loss in fair values is based on
an immediate change in the U.S. dollar equivalent balances
of our currency exposures due to a 10% shift in exchange rates.
The potential loss in cash flows and earnings is based on the
change in cash flow and earnings over a one-year period
resulting from an immediate 10% change in currency exchange
rates. A hypothetical 10% change in the currency exchange rates
would not have had a material impact on the fair values, cash
flows or earnings for the fiscal year ended September 30,
2004 and had not entered into any foreign currency hedges in
2003.

Our commodity exposures relate to the procurement
of raw material components. The potential loss in fair values is
based on an immediate change in the net present value of our
commodity exposures resulting from a 10% change in market rates.
The potential loss in cash flows and earnings could have had a
material impact on our fair values, cash flows or earnings for
the fiscal year ended September 30, 2004 and 2003.

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

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

11



---



##### Table of Contents








|        |                                                
|------- | -----------------------------------------------
|Item 8. | Financial Statements and Supplementary
    Data




INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

APOGENT TECHNOLOGIES INC. AND
SUBSIDIARIES

|                                                                                                                                             |  |      |    | 
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                                             |  | Page
|                                                                                                                                             |  |     
|Report of Independent
    Registered Public Accounting Firm                                                                                  |  |      | 13 | 
|Report of Independent Registered Public
    Accounting Firm                                                                                  |  |      | 14 | 
|Consolidated Balance Sheets
    as of September 30, 2004 and 2003                                                                            |  |      | 15 | 
|Consolidated Statements of
    Operations for the years ended September 30, 2004, 2003 and
    2002                                          |  |      | 16 | 
|Consolidated Statements of
    Shareholders Equity and Other Comprehensive Income for the
    years ended September 30, 2004, 2003 and 2002 |  |      | 17 | 
|Consolidated Statements of
    Cash Flows for the years ended September 30, 2004, 2003 and
    2002                                          |  |      | 19 | 
|Notes to Consolidated Financial Statements                                                                                                   |  |      | 20 | 

12



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##### Table of Contents






REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors of

Apogent Technologies Inc.:


We have audited the accompanying consolidated
balance sheet of Apogent Technologies Inc. and subsidiaries as
of September 30, 2004, and the related consolidated
statements of operations, shareholders equity and other
comprehensive income and cash flows for the period from
August 2, 2004 through September 30, 2004, and of its
predecessor for the period from October 1, 2003 through
August 1, 2004. Our audits also included the consolidated
financial statement schedule listed in the Index at
Item 15. These consolidated financial statements and the
consolidated financial statement schedule are the responsibility
of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements
and the consolidated financial statement schedule based on our
audits.

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

In our opinion, such consolidated financial
statements present fairly, in all material respects, the
financial position of Apogent Technologies Inc. and subsidiaries
at September 30, 2004, and the results of their operations
and their cash flows for the period from August 2, 2004
through September 30, 2004, and of its predecessor for the
period from October 1, 2003 through August 1, 2004, in
conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, such
consolidated 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.

/s/ DELOITTE & TOUCHE LLP

New York, New York

December 14, 2004


13



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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Board of Directors

Apogent Technologies Inc. and Subsidiaries:


We have audited the accompanying consolidated
balance sheet of Apogent Technologies Inc. and subsidiaries as
of September 30, 2003, and the related consolidated
statements of operations, shareholders equity and cash
flows for each of the years in the two-year period ended
September 30, 2003. In connection with our audits of the
aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule
included in the Form 10-K. These consolidated financial
statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on
our audits.

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

In our opinion, 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, 2003, and the results
of their operations and their cash flows for each of the years
in the two-year period ended September 30, 2003, in
conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the related
financial statement schedule, when considered in relation to the
basic consolidated financial statement as a whole, present
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.



| |             
| | ------------
| | /s/ KPMG LLP

Boston, Massachusetts

November 10, 2003


14



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##### Table of Contents



APOGENT TECHNOLOGIES INC. AND
SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS

|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |          |           | 
|---------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | ------------- | --------- |  | ------- | -------- | --------- | 
|                                         |                                                                                                                                                                                                                |                                           
|                                         |                                                                                                                                                                                                                | September 30,                             
|                                         |                                                                                                                                                                                                                |                                           
|                                         |                                                                                                                                                                                                                | 2004                                       |           | 2003         
|                                         |                                                                                                                                                                                                                |                                            |           |              
|                                         |                                                                                                                                                                                                                | (Successor)                                |           | (Predecessor)
|                                         |                                                                                                                                                                                                                |                                           
|                                         |                                                                                                                                                                                                                | (In thousands except per                  
|                                         |                                                                                                                                                                                                                | share data)                               
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         | Cash and cash equivalents                                                                                                                                                                                      |                                            | $         | 27,054        |           |  | $       | 18,505   |          
|                                         | Accounts receivable (less allowance for doubtful
    accounts of $57 and $4,286 respectively) (includes receivables
    due from parent)                                                                       |                                            |           | 193,082       |           |  |         | 179,523  |          
|                                         | Inventories                                                                                                                                                                                                    |                                            |           | 249,624       |           |  |         | 206,549  |          
|                                         | Other current assets                                                                                                                                                                                           |                                            |           | 56,738        |           |  |         | 49,451   |          
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         |                                                                                                                                                                                                                | Total current assets                       |           |               | 526,498   |  |         |          | 454,028   | 
|Property, plant and equipment, net       |                                                                                                                                                                                                                |                                            | 267,284   |               |           |  | 282,752 |         
|Intangible assets, net                   |                                                                                                                                                                                                                |                                            | 1,176,867 |               |           |  | 179,492 |         
|Goodwill                                 |                                                                                                                                                                                                                |                                            | 2,434,657 |               |           |  | 999,243 |         
|Other assets                             |                                                                                                                                                                                                                |                                            | 30,466    |               |           |  | 34,476  |         
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         |                                                                                                                                                                                                                | Total assets                               |           | $             | 4,435,772 |  |         | $        | 1,949,991 | 
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                        
|LIABILITIES AND SHAREHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         | Short-term debt                                                                                                                                                                                                |                                            | $         | 12,350        |           |  | $       | 15,082   |          
|                                         | Accounts payable                                                                                                                                                                                               |                                            |           | 45,509        |           |  |         | 50,220   |          
|                                         | Income taxes payable                                                                                                                                                                                           |                                            |           |              |           |  |         | 20,053   |          
|                                         | Accrued payroll and employee benefits                                                                                                                                                                          |                                            |           | 45,303        |           |  |         | 34,484   |          
|                                         | Accrued merger and integration costs                                                                                                                                                                           |                                            |           | 32,003        |           |  |         |         |          
|                                         | Other current liabilities                                                                                                                                                                                      |                                            |           | 54,703        |           |  |         | 49,485   |          
|                                         | Intercompany with parent                                                                                                                                                                                       |                                            |           | 220,706       |           |  |         |         |          
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         |                                                                                                                                                                                                                | Total current liabilities                  |           |               | 410,574   |  |         |          | 169,324   | 
|Long-term debt, less current portion     |                                                                                                                                                                                                                |                                            | 654,570   |               |           |  | 891,989 |         
|Deferred income taxes                    |                                                                                                                                                                                                                |                                            | 225,006   |               |           |  | 137,683 |         
|Other liabilities                        |                                                                                                                                                                                                                |                                            | 72,331    |               |           |  | 26,948  |         
|Commitments and contingent liabilities   |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|Shareholders equity:                    |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         | Parent company investment                                                                                                                                                                                      |                                            |           | 3,091,200     |           |  |         |         |          
|                                         | Preferred stock ($0.01 par value; 0 and
    20,000,000 shares authorized at September 30, 2004 and
    2003, respectively; none outstanding)                                                                   |                                            |           |              |           |  |         |         |          
|                                         | Common stock ($0.01 par value; 1,000 and
    250,000,000 shares authorized; 1,000 and
    107,057,865 shares issued; 1,000 and 92,013,345 shares
    outstanding at September 30, 2004 and 2003, respectively) |                                            |           |              |           |  |         | 1,071    |          
|                                         | Additional paid-in capital                                                                                                                                                                                     |                                            |           |              |           |  |         | 270,119  |          
|                                         | Retained earnings (deficit)                                                                                                                                                                                    |                                            |           | (24,657       | )         |  |         | 737,045  |          
|                                         | Accumulated other comprehensive income (loss)                                                                                                                                                                  |                                            |           | 6,748         |           |  |         | (3,127   | )        
|                                         | Treasury common stock, at cost, (none and
    15,044,520 shares at September 30, 2004 and 2003,
    respectively)                                                                                              |                                            |           |              |           |  |         | (281,061 | )        
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         |                                                                                                                                                                                                                | Total shareholders equity                 |           |               | 3,073,291 |  |         |          | 724,047   | 
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         
|                                         |                                                                                                                                                                                                                | Total liabilities and shareholders equity |           | $             | 4,435,772 |  |         | $        | 1,949,991 | 
|                                         |                                                                                                                                                                                                                |                                            |           |               |           |  |         |         

See accompanying notes to consolidated financial
statements

15



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##### Table of Contents



APOGENT TECHNOLOGIES INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |         |         | 
|---------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------- | ------- | ----------------- | ------- | ------------------------ | ------- | ------------- | ------- | - | --------- | ------- | ------- | - | --------- | ------- | ------- | 
|                                                                 |                                                                                       |                                                    |         |                   |         |                         
|                                                                 |                                                                                       |                                                    |         |                   |         | Year Ended September 30,
|                                                                 |                                                                                       | August 2 through                                   |         | October 1 through |         |                         
|                                                                 |                                                                                       | September 30, 2004                                 |         | August 1, 2004    |         | 2003                     |         | 2002         
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |              
|                                                                 |                                                                                       | (Successor)                                        |         | (Predecessor)     |         | (Predecessor)            |         | (Predecessor)
|                                                                 |                                                                                       |                                                   
|                                                                 |                                                                                       | (In thousands)                                    
|Net sales                                                        |                                                                                       | $                                                  | 209,498 |                   |         | $                        | 984,615 |               |         | $ | 1,097,489 |         |         | $ | 1,027,913 |        
|Cost of sales:                                                   |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|                                                                 | Cost of products sold                                                                 |                                                    |         | 146,979           |         |                          |         | 518,946       |         |   |           | 571,510 |         |   |           | 516,416 |        
|                                                                 | Restructuring charges                                                                 |                                                    |         | 147               |         |                          |         | 3,941         |         |   |           | 7,517   |         |   |           | 5,603   |        
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|                                                                 |                                                                                       | Total cost of sales                                |         |                   | 147,126 |                          |         |               | 522,887 |   |           |         | 579,027 |   |           |         | 522,019 | 
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|                                                                 |                                                                                       | Gross profit                                       |         |                   | 62,372  |                          |         |               | 461,728 |   |           |         | 518,462 |   |           |         | 505,894 | 
|Selling, general and administrative expenses                     |                                                                                       |                                                    | 51,680  |                   |         |                          | 254,005 |               |         |   | 278,367   |         |         |   | 256,692   |        
|Merger expenses                                                  |                                                                                       |                                                    | 1,383   |                   |         |                          | 15,925  |               |         |   |          |         |         |   |          |        
|Restructuring charges and asset impairments                      |                                                                                       |                                                    |        |                   |         |                          | 3,540   |               |         |   | 6,018     |         |         |   | 1,262     |        
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|                                                                 |                                                                                       | Total selling, general and administrative expenses |         |                   | 53,063  |                          |         |               | 273,470 |   |           |         | 284,385 |   |           |         | 257,954 | 
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|                                                                 |                                                                                       | Operating income                                   |         |                   | 9,309   |                          |         |               | 188,258 |   |           |         | 234,077 |   |           |         | 247,940 | 
|Other income (expense):                                          |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|                                                                 | Interest expense, net                                                                 |                                                    |         | (1,894            | )       |                          |         | (25,013       | )       |   |           | (46,227 | )       |   |           | (40,737 | )      
|                                                                 | Loss on the extinguishment of debt and settlement
    of securities lending agreement |                                                    |         | (46,586           | )       |                          |         | (345          | )       |   |           | (62,973 | )       |   |           |        |        
|                                                                 | Amortization of deferred financing fees                                               |                                                    |         | (834              | )       |                          |         | (5,327        | )       |   |           | (4,046  | )       |   |           | (3,461  | )      
|                                                                 | Other, net                                                                            |                                                    |         | 1,139             |         |                          |         | 450           |         |   |           | 1,326   |         |   |           | 1,569   |        
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|Income (loss) from continuing operations before
    income taxes |                                                                                       |                                                    | (38,866 | )                 |         |                          | 158,023 |               |         |   | 122,157   |         |         |   | 205,311   |        
|Income tax provision (benefit)                                   |                                                                                       |                                                    | (14,254 | )                 |         |                          | 63,699  |               |         |   | 39,784    |         |         |   | 75,144    |        
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|Net income (loss) from continuing operations                     |                                                                                       |                                                    | (24,612 | )                 |         |                          | 94,324  |               |         |   | 82,373    |         |         |   | 130,167   |        
|Discontinued operations, net of income tax benefit               |                                                                                       |                                                    | (45     | )                 |         |                          | (325    | )             |         |   | (94,119   | )       |         |   | (9,018    | )      
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        
|Net income (loss)                                                |                                                                                       | $                                                  | (24,657 | )                 |         | $                        | 93,999  |               |         | $ | (11,746   | )       |         | $ | 121,149   |        
|                                                                 |                                                                                       |                                                    |         |                   |         |                          |         |               |         |   |           |         |         |   |           |        

See accompanying notes to consolidated financial
statements

16



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##### Table of Contents



APOGENT TECHNOLOGIES INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY AND OTHER COMPREHENSIVE INCOME


|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |         |  
|-------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------- | - | ------ |  | --------- | ----- | ---------- |  | -------- | - | ------------- |  | ------------ | ------- | -------- |  | ------------- | ------- | ------- | - |  | ------- | ------ | - |  | ------ | - |  |  | -------- | - |  |  | -------- | ------- | -
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   | Accumulated   |  |              |         |          |  |              
|                                                                     |                                                                                                        | Parent         |   |        |  |           |       | Additional |  |          |   | Other         |  |              |         | Treasury |  | Total        
|                                                                     |                                                                                                        | Company        |   | Common |  | Preferred |       | Paid-in    |  | Retained |   | Comprehensive |  | Deferred     |         | Common   |  | Shareholders
|                                                                     |                                                                                                        | Investment     |   | Stock  |  | Stock     |       | Capital    |  | Earnings |   | Loss          |  | Compensation |         | Stock    |  | Equity       
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |              
|                                                                     |                                                                                                        |               
|                                                                     |                                                                                                        | (In thousands)
|Balance at September 30, 2001 (Predecessor)                          |                                                                                                        |                |  |        |  |           | 1,059 |            |  |          |  |               |  |              | 254,637 |          |  |               | 627,642 |         |   |  | (44,848 | )      |   |  |       |   |  |  |         |   |  |  | 838,490  |        
|Comprehensive income:                                                |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|                                                                     | Net income                                                                                             |                |   |       |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         | 121,149 |   |  |         |       |   |  |        |  |  |  |          |  |  |  |          | 121,149 |  
|                                                                     | Translation adjustment                                                                                 |                |   |       |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | 22,247 |   |  |        |  |  |  |          |  |  |  |          | 22,247  |  
|                                                                     | Adjustment to minimum pension liability, net of
    tax benefit of $4,120                              |                |   |       |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | (6,445 | ) |  |        |  |  |  |          |  |  |  |          | (6,445  | )
|                                                                     | Amortization of gain on sale of interest rate
    swaps, net of tax benefit of $292                    |                |   |       |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | (440   | ) |  |        |  |  |  |          |  |  |  |          | (440    | )
|                                                                     | Unrealized gain on security available for sale,
    net of tax of $2,044                               |                |   |       |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | 3,067  |   |  |        |  |  |  |          |  |  |  |          | 3,067   |  
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|Total comprehensive income                                           |                                                                                                        |                |  |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               | 121,149 |         |   |  | 18,429  |        |   |  |       |   |  |  |         |   |  |  | 139,578  |        
|Treasury shares purchased                                            |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  | (19,986  | ) |  |  | (19,986  | )      
|Shares issued in connection with stock options                       |                                                                                                        |                |   |        |  |           | 11    |            |  |          |  |               |  |              | 10,282  |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  |         |   |  |  | 10,293   |        
|Tax benefit related to stock options                                 |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              | 6,763   |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  |         |   |  |  | 6,763    |        
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|Balance at September 30, 2002 (Predecessor)                          |                                                                                                        |                |   |        |  |           | 1,070 |            |  |          |  |               |  |              | 271,682 |          |  |               | 748,791 |         |   |  | (26,419 | )      |   |  |       |   |  |  | (19,986  | ) |  |  | 975,138  |        
|Comprehensive income:                                                |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|                                                                     | Net loss                                                                                               |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         | (11,746 | ) |  |         |       |   |  |        |  |  |  |          |  |  |  |          | (11,746 | )
|                                                                     | Translation adjustment                                                                                 |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | 34,315 |   |  |        |  |  |  |          |  |  |  |          | 34,315  |  
|                                                                     | Unrealized gain on marketable security net of tax
    of $743                                          |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | 1,266  |   |  |        |  |  |  |          |  |  |  |          | 1,266   |  
|                                                                     | Adjustment to minimum pension liability, net of
    tax benefit of $4,281                              |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | (6,456 | ) |  |        |  |  |  |          |  |  |  |          | (6,456  | )
|                                                                     | Reclassification to income of unrealized gain on
    security available for sale, net of tax of $4,073 |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | (5,833 | ) |  |        |  |  |  |          |  |  |  |          | (5,833  | )
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|Total comprehensive income                                           |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               | (11,746 | )       |   |  | 23,292  |        |   |  |       |   |  |  |         |   |  |  | 11,546   |        
|Treasury shares purchased                                            |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  | (269,462 | ) |  |  | (269,462 | )      
|Shares issued in connection with stock options                       |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              | (4,735  | )        |  |               |        |         |   |  |        |        |   |  |       |   |  |  | 8,387    |   |  |  | 3,652    |        
|Shares issued in connection with employee stock
    purchase program |                                                                                                        |                |   |        |  |           | 1     |            |  |          |  |               |  |              | 1,654   |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  |         |   |  |  | 1,655    |        
|Tax benefit related to stock options                                 |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              | 1,518   |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  |         |   |  |  | 1,518    |        
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|Balance at September 30, 2003 (Predecessor)                          |                                                                                                        |                |   |        |  |           | 1,071 |            |  |          |  |               |  |              | 270,119 |          |  |               | 737,045 |         |   |  | (3,127  | )      |   |  |       |   |  |  | (281,061 | ) |  |  | 724,047  |        
|Comprehensive income:                                                |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|                                                                     | Net income                                                                                             |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         | 93,999  |   |  |         |       |   |  |        |  |  |  |          |  |  |  |          | 93,999  |  
|                                                                     | Translation adjustment                                                                                 |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | 19,775 |   |  |        |  |  |  |          |  |  |  |          | 19,775  |  
|                                                                     | Unrealized loss on marketable security net of tax
    benefit of $1,304                                |                |   |       |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | (3,721 | ) |  |        |  |  |  |          |  |  |  |          | (3,721  | )
|                                                                     | Adjustment to minimum pension liability, net of
    tax of $2,756                                      |                |   |        |  |           |       |           |  |          |   |              |  |              |         |         |  |               |         |        |   |  |         | 4,311  |   |  |        |  |  |  |          |  |  |  |          | 4,311   |  
|                                                                     |                                                                                                        |                |   |        |  |           |       |            |  |          |   |               |  |              |         |          |  |               |         |         |   |  |         |        |   |  |        |   |  |  |          |   |  |  |          |        
|Comprehensive income through August 2, 2004
    (Predecessor)        |                                                                                                        |                |  |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               | 93,999  |         |   |  | 20,365  |        |   |  |       |   |  |  |         |   |  |  | 114,364  |        
|Treasury shares purchased                                            |                                                                                                        |                |   |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  | (109,437 | ) |  |  | (109,437 | )      
|Deferred compensation                                                |                                                                                                        |                |  |        |  |           |      |            |  |          |  |               |  |              | 5,946   |          |  |               |        |         |   |  |        |        |   |  | (5,946 | ) |  |  |         |   |  |  |         |        
|Amortization of deferred compensation                                |                                                                                                        |                |  |        |  |           |      |            |  |          |  |               |  |              |        |          |  |               |        |         |   |  |        |        |   |  | 1,155  |   |  |  |         |   |  |  | 1,155    |        
|Shares issued in connection with stock options                       |                                                                                                        |                |  |        |  |           |      |            |  |          |  |               |  |              | 2,441   |          |  |               |        |         |   |  |        |        |   |  |       |   |  |  | 2,749    |   |  |  | 5,190    |        

17



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##### Table of Contents



|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |         |  
|------------------------------------------------------------------------------------- | -------------------------------------------------------------- | -------------- | --------- | ------ |  | --------- | ------ | ---------- |  | -------- | - | ------------- |  | ------------ | -------- | -------- |  | ------------- | -------- | ------- | - | - | ------- | ----- |  | - | ------ | - |  | - | -------- | - |  | - | --------- | ------- | -
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   | Accumulated   |  |              |          |          |  |              
|                                                                                      |                                                                | Parent         |           |        |  |           |        | Additional |  |          |   | Other         |  |              |          | Treasury |  | Total        
|                                                                                      |                                                                | Company        |           | Common |  | Preferred |        | Paid-in    |  | Retained |   | Comprehensive |  | Deferred     |          | Common   |  | Shareholders
|                                                                                      |                                                                | Investment     |           | Stock  |  | Stock     |        | Capital    |  | Earnings |   | Loss          |  | Compensation |          | Stock    |  | Equity       
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |              
|                                                                                      |                                                                |               
|                                                                                      |                                                                | (In thousands)
|Shares issued in connection with employee stock
    purchase program                  |                                                                |                |          |        |  |           |       |            |  |          |  |               |  |              | 995      |          |  |               |         |         |   |   |        |       |  |   |       |   |  |   | 49,751   |   |  |   | 50,746    |        
|Tax benefit related to stock options                                                  |                                                                |                |          |        |  |           |       |            |  |          |  |               |  |              | 9,398    |          |  |               |         |         |   |   |        |       |  |   |       |   |  |   |         |   |  |   | 9,398     |        
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |        
|Balance at August 2, 2004 (Predecessor)                                               |                                                                |                |          |        |  |           | 1,071  |            |  |          |  |               |  |              | 288,899  |          |  |               | 831,044  |         |   |   | 17,238  |       |  |   | (4,791 | ) |  |   | (337,998 | ) |  |   | 795,463   |        
|Recapitalization at acquisition                                                       |                                                                |                | 795,463   |        |  |           | (1,071 | )          |  |          |  |               |  |              | (288,899 | )        |  |               | (831,044 | )       |   |   | (17,238 | )     |  |   | 4,791  |   |  |   | 337,998  |   |  |   |          |        
|Effect of push-down accounting of Fishers
    purchase price on Apogents net assets |                                                                |                | 2,295,737 |        |  |           |       |            |  |          |  |               |  |              |         |          |  |               |         |         |   |   |        |       |  |   |       |   |  |   |         |   |  |   | 2,295,737 |        
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |        
|Balance at August 2, 2004 (Successor)                                                 |                                                                |                | 3,091,200 |        |  |           |       |            |  |          |  |               |  |              |         |          |  |               |         |         |   |   |        |       |  |   |       |   |  |   |         |   |  |   | 3,091,200 |        
|Comprehensive (loss):                                                                 |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |        
|                                                                                      | Net income                                                     |                |           |       |  |           |        |           |  |          |   |              |  |              |          |         |  |               |          | (24,657 | ) |   |         |      |  |   |        |  |  |   |          |  |  |   |           | (24,657 | )
|                                                                                      | Translation adjustment                                         |                |           |       |  |           |        |           |  |          |   |              |  |              |          |         |  |               |          |        |   |   |         | 5,069 |  |   |        |  |  |   |          |  |  |   |           | 5,069   |  
|                                                                                      | Unrealized gain on marketable security, net of
    tax of $986 |                |           |       |  |           |        |           |  |          |   |              |  |              |          |         |  |               |          |        |   |   |         | 1,679 |  |   |        |  |  |   |          |  |  |   |           | 1,679   |  
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |        
|Comprehensive (loss) for 2 month period
    (Successor)                               |                                                                |                |          |        |  |           |       |            |  |          |  |               |  |              |         |          |  |               | (24,657  | )       |   |   | 6,748   |       |  |   |       |   |  |   |         |   |  |   | (17,909   | )      
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |        
|Balance at September 30, 2004 (Successor)                                             |                                                                | $              | 3,091,200 |        |  | $         |       |            |  | $        |  |               |  | $            |         |          |  | $             | (24,657  | )       |   | $ | 6,748   |       |  | $ |       |   |  | $ |         |   |  | $ | 3,073,291 |        
|                                                                                      |                                                                |                |           |        |  |           |        |            |  |          |   |               |  |              |          |          |  |               |          |         |   |   |         |       |  |   |        |   |  |   |          |   |  |   |           |        

See accompanying notes to consolidated financial
statements

18



---



##### Table of Contents



APOGENT TECHNOLOGIES INC. AND
SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |          |        |         |          |  
|---------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------- | ------- | ---------------------- | -------- | ------------- | ------ | ------ | ------- | -------- | ------ | ------- | -------- | -------- | ------ | ------- | -------- | -
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                       
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         | Year End September 30,
|                                                                 |                                                                                       | August 2 through                                                                  |                                            | October 1 through                                       |         |                       
|                                                                 |                                                                                       | September 30, 2004                                                                |                                            | August 1, 2004                                          |         | 2003                   |          | 2002         
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |              
|                                                                 |                                                                                       | (Successor)                                                                       |                                            | (Predecessor)                                           |         | (Predecessor)          |          | (Predecessor)
|                                                                 |                                                                                       |                                                                                  
|                                                                 |                                                                                       | (In thousands)                                                                   
|Cash flows from operating activities:                            |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                
|                                                                 | Net income (loss)                                                                     |                                                                                   | $                                          | (24,657                                                 | )       |                        | $        | 93,999        |        |        | $       | (11,746  | )      |         | $        | 121,149  |       
|                                                                 | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |          |       
|                                                                 |                                                                                       | Discontinued operations                                                           |                                            |                                                         | 45      |                        |          |               | 325    |        |         |          | 94,119 |         |          |          | 9,018  |        
|                                                                 |                                                                                       | Depreciation and amortization                                                     |                                            |                                                         | 13,136  |                        |          |               | 57,074 |        |         |          | 62,695 |         |          |          | 55,414 |        
|                                                                 |                                                                                       | Inventory step up                                                                 |                                            |                                                         | 38,218  |                        |          |               |       |        |         |          |       |         |          |          |       |        
|                                                                 |                                                                                       | Gain (loss) on sale of property, plant and
    equipment and write-offs           |                                            |                                                         | 106     |                        |          |               | 3,353  |        |         |          | 8,277  |         |          |          | 1,859  |        
|                                                                 |                                                                                       | Loss on extinguishment of debt and settlement of
    securities lending agreement |                                            |                                                         | 46,586  |                        |          |               | 345    |        |         |          | 62,973 |         |          |          |       |        
|                                                                 |                                                                                       | Deferred income taxes                                                             |                                            |                                                         | (11,929 | )                      |          |               | 34,649 |        |         |          | 2,919  |         |          |          | 24,753 |        
|                                                                 |                                                                                       | Other noncash expenses                                                            |                                            |                                                         | (2,666  | )                      |          |               | 1,155  |        |         |          |       |         |          |          |       |        
|                                                                 |                                                                                       | Changes in assets and liabilities, net of effects
    of businesses acquired:     |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |          |        |        
|                                                                 |                                                                                       |                                                                                   | Accounts receivable                        |                                                         |         | (4,763                 | )        |               |        | (3,192 | )       |          |        | 2,672   |          |          |        | 10,358  |         
|                                                                 |                                                                                       |                                                                                   | Inventories                                |                                                         |         | 1,256                  |          |               |        | (6,837 | )       |          |        | (3,577  | )        |          |        | (24,620 | )       
|                                                                 |                                                                                       |                                                                                   | Prepaid expenses and other current assets  |                                                         |         | 243                    |          |               |        | (7,419 | )       |          |        | (519    | )        |          |        | (832    | )       
|                                                                 |                                                                                       |                                                                                   | Accounts payable                           |                                                         |         | 849                    |          |               |        | (7,618 | )       |          |        | (3,581  | )        |          |        | (1,759  | )       
|                                                                 |                                                                                       |                                                                                   | Income taxes payable                       |                                                         |         | 418                    |          |               |        | 16,772 |         |          |        | (33,675 | )        |          |        | (2,448  | )       
|                                                                 |                                                                                       |                                                                                   | Accrued payroll and employee benefits      |                                                         |         | 8,419                  |          |               |        | 2,255  |         |          |        | 1,394   |          |          |        | (1,724  | )       
|                                                                 |                                                                                       |                                                                                   | Other current liabilities                  |                                                         |         | (30,282                | )        |               |        | 14,853 |         |          |        | 2,211   |          |          |        | (8,992  | )       
|                                                                 |                                                                                       |                                                                                   | Net change in other assets and liabilities |                                                         |         | 6,976                  |          |               |        | (1,647 | )       |          |        | 7,890   |          |          |        | 9,974   |         
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                 |                                                                                       |                                                                                   |                                            | Net cash provided by operating activities               |         |                        | 41,955   |               |        |        | 198,067 |          |        |         | 192,052  |          |        |         | 192,150  |  
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|Cash flows from investing activities:                            |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                 | Capital expenditures                                                                  |                                                                                   |                                            | (5,164                                                  | )       |                        |          | (22,087       | )      |        |         | (53,278  | )      |         |          | (63,630  | )     
|                                                                 | Proceeds from sales of property, plant and
    equipment                              |                                                                                   |                                            | 62                                                      |         |                        |          | 2,929         |        |        |         | 4,206    |        |         |          | 5,007    |       
|                                                                 | Net payment for businesses acquired                                                   |                                                                                   |                                            |                                                        |         |                        |          | (41,983       | )      |        |         | (66,540  | )      |         |          | (139,735 | )     
|                                                                 | Proceeds from sale of security                                                        |                                                                                   |                                            |                                                        |         |                        |          |              |        |        |         | 57,174   |        |         |          |         |       
|                                                                 | Proceeds from sale of discontinued operations                                         |                                                                                   |                                            |                                                        |         |                        |          |              |        |        |         | 15,266   |        |         |          |         |       
|                                                                 | Other investing activities                                                            |                                                                                   |                                            |                                                        |         |                        |          | 140           |        |        |         | 1,546    |        |         |          |         |       
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                 |                                                                                       |                                                                                   |                                            | Net cash used in investing activities                   |         |                        | (5,102   | )             |        |        | (61,001 | )        |        |         | (41,626  | )        |        |         | (198,358 | )
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|Cash flows from financing activities:                            |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                 | Proceeds from revolving credit facility                                               |                                                                                   |                                            |                                                        |         |                        |          | 161,300       |        |        |         | 931,506  |        |         |          | 358,500  |       
|                                                                 | Principal payments on revolving credit facility                                       |                                                                                   |                                            |                                                        |         |                        |          | (484,406      | )      |        |         | (608,400 | )      |         |          | (567,000 | )     
|                                                                 | Proceeds from long-term debt                                                          |                                                                                   |                                            |                                                        |         |                        |          | 345,000       |        |        |         | 250,000  |        |         |          | 300,000  |       
|                                                                 | Principal payments on long-term debt                                                  |                                                                                   |                                            | (249,500                                                | )       |                        |          |              |        |        |         | (340,026 | )      |         |          | (79,089  | )     
|                                                                 | Principal payments on securities lending                                              |                                                                                   |                                            |                                                        |         |                        |          |              |        |        |         | (57,174  | )      |         |          |         |       
|                                                                 | Premium paid on extinguishment of debt and
    settlement of securities lending       |                                                                                   |                                            | (29,792                                                 | )       |                        |          | (171          | )      |        |         | (60,978  | )      |         |          |         |       
|                                                                 | Financing fees paid                                                                   |                                                                                   |                                            | (10,248                                                 | )       |                        |          | (9,870        | )      |        |         | (14,885  | )      |         |          | (8,259   | )     
|                                                                 | Purchase of treasury stock                                                            |                                                                                   |                                            |                                                        |         |                        |          | (109,437      | )      |        |         | (267,462 | )      |         |          | (19,986  | )     
|                                                                 | Proceeds from the exercise of stock options and
    stock purchase program            |                                                                                   |                                            |                                                        |         |                        |          | 55,936        |        |        |         | 5,307    |        |         |          | 10,293   |       
|                                                                 | Other financing activities                                                            |                                                                                   |                                            | 558                                                     |         |                        |          |              |        |        |         | 824      |        |         |          | 6,175    |       
|                                                                 | Net increase in intercompany with parent                                              |                                                                                   |                                            | 164,360                                                 |         |                        |          |              |        |        |         |         |        |         |          |         |       
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                 |                                                                                       |                                                                                   |                                            | Net cash provided by (used in) financing
    activities |         |                        | (124,622 | )             |        |        | (41,648 | )        |        |         | (161,288 | )        |        |         | 634      |  
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                       |                                                                                   | 615                                        |                                                         |         |                        | 285      |               |        |        | 13,040  |          |        |         | 12,709   |         
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|Net increase (decrease) in cash and cash
    equivalents         |                                                                                       |                                                                                   | (87,154                                    | )                                                       |         |                        | 95,703   |               |        |        | 2,178   |          |        |         | 7,135    |         
|Cash and cash equivalents at beginning of period                 |                                                                                       |                                                                                   | 114,208                                    |                                                         |         |                        | 18,505   |               |        |        | 16,327  |          |        |         | 9,192    |         
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|Cash and cash equivalents at end of period                       |                                                                                       | $                                                                                 | 27,054                                     |                                                         |         | $                      | 114,208  |               |        | $      | 18,505  |          |        | $       | 16,327   |         
|                                                                 |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|Supplemental Cash Flow Information:                              |                                                                                       |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |         
|                                                                 | Cash paid during the period for:                                                      |                                                                                   |                                            |                                                         |         |                        |          |               |        |        |         |          |        |         |          |          |       
|                                                                 |                                                                                       | Income taxes, net of refunds                                                      |                                            | $                                                       | 347     |                        |          | $             | 12,352 |        |         | $        | 42,942 |         |          | $        | 39,513 |        
|                                                                 |                                                                                       | Interest                                                                          |                                            | $                                                       | 6,530   |                        |          | $             | 28,342 |        |         | $        | 33,891 |         |          | $        | 39,691 |        

See accompanying notes to consolidated financial
statements

19



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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

(In thousands except share and per share data
or when otherwise indicated)




|         |                     
|-------- | --------------------
|Note 1  | Nature of Operations

Apogent Technologies Inc. (Apogent or
the Company) was incorporated as a Wisconsin
Corporation in 1993. Apogent is a developer and manufacturer of
products for the scientific research and clinical laboratory
markets. We report financial results on the basis of two
business segments: a research group and a clinical group.
Businesses in the research group engage in the manufacture,
distribution and sale of products primarily to the research and
clinical life science markets. The Companys clinical group
engages in the manufacture and sale of products primarily to the
clinical and commercial laboratory market.

The Company serves scientists and lab technicians
in the fields of life-science research, clinical diagnostics,
and general scientific research for distributors, pharmaceutical
and biotechnology companies, clinical, academic, research and
industrial laboratories, and original equipment manufacturers.

On August 2, 2004 Apogent completed an
approximately $4.0 billion combination with Fisher
Scientific International Inc. (Fisher Scientific or
Fisher) in a tax-free, stock-for-stock merger,
including the assumption of approximately $1.0 billion of
our debt by Fisher Scientific. Apogent shareholders received
0.56 shares of Fisher Scientific common stock for each
share of Apogent common stock they owned. Upon completion of the
merger, Apogent became a wholly-owned subsidiary of Fisher
Scientific.

The merger is being accounted for as a purchase
business combination in accordance with Statement of Financial
Accounting Standards No. 141, Business
Combinations (SFAS 141). The financial
statements reflect the push-down method of
accounting, resulting in a new basis of accounting for the
successor period beginning August 2, 2004.
Information relating to all predecessor periods
prior to the combination is presented using Apogents
historical basis of accounting. Assets and liabilities were
recorded at their estimated fair values as of August 2,
2004, the date of the combination.



| |                                                     
| | ----------------------------------------------------
| | Merger with Fisher Scientific International
    Inc.

The following table summarizes the purchase by
Fisher of the outstanding shares of Apogent common stock and the
estimated fair values of the assets acquired and liabilities
assumed, net of cash and debt acquired. The estimates of fair
value which have been pushed down and recorded in
Apogents financial statements for the period beginning
August 2, 2004 have been made based upon management
estimates and third party valuations that have not been
finalized. Accordingly, the allocation of the purchase price and
the related fair values is preliminary and significant revisions
may be required.

|                                                        |                         |               |         |         | 
|------------------------------------------------------- | ----------------------- | ------------- | ------- | ------- | 
|                                                        |                         | (In millions)
|Aggregate value of stock consideration(1)               |                         | $             | 2,947.0 |        
|Value of Apogent stock options assumed by
    Fisher(2) |                         |               | 144.2   |        
|                                                        |                         |               |         |        
|                                                        | Aggregate consideration |               | $       | 3,091.2 | 
|                                                        |                         |               |         |        

The push down of the purchase price
paid by Fisher and the allocation of the estimated fair value
resulted in an allocation to identifiable intangible assets of
approximately $1,181.5 million. The estimated fair value of
intangible assets relates to trademarks, trade names, customer
lists, supplier agreements and core technology.



| |                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Represents the value of
    50.6 million shares of Fisher common stock, $0.01 par
    value, issued for the acquisition of the approximately
    90.4 million shares of Apogent common stock outstanding on
    July 30, 2004. The price per share of Fisher stock of
    $58.20 was based upon the closing price on July 30, 2004. 
|
| | (2) Represents the estimated fair value,
    based upon a Black-Scholes valuation, of Fishers stock
    options issued for the conversion of approximately
    11.2 million of Apogent stock options outstanding on
    July 30, 2004. The estimated fair value was calculated
    using a price of $58.20 for the Fisher common stock.

20



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##### Table of Contents



The push down of the purchase price
paid by Fisher includes $45 million of direct merger costs,
$9.7 million of termination benefits, and $8.5 million
of exit costs associated with activities of the Company. Through
September 30, 2004, $28.3 million of the direct merger
costs and $3.5 million of the termination benefits were
paid by Fisher on behalf of the Company and the resulting
liability is reflected in Intercompany with Parent in the
accompanying balance sheet. The unpaid direct merger,
termination benefits, and exit costs outstanding as of
September 30, 2004 is classified in accrued merger and
integrations costs in the accompanying balance sheet.

Note 2  Summary of Significant
Accounting Policies



| |                                                        
| | -------------------------------------------------------
| | (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 accounting policies of Apogent for the
successor period have been conformed to those of its parent,
Fisher Scientific International Inc., in accordance with SFAS
Standards No. 141, Business Combinations.

Apogent holds an investment in a joint venture
that is accounted for under the equity method of accounting.
Currently, there are no differences between the cost of the
joint venture and the underlying net assets of the investment,
nor is there a lag in investee reporting or an alternative basis
of accounting used.

The Companys fiscal year ends on
September 30. The fiscal years ended September 30,
2004, 2003, and 2002 are hereinafter referred to as
2004, 2003, and 2002,
respectively. 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. Interest income on
cash deposits was $78 for the two-month successor period ended
September 30, 2004 and $344 for the ten-month predecessor
period ended August 1, 2004. Interest income on cash
deposits was $365, and $1,073 for the years ended
September 30, 2003, and 2002, respectively.



|    |            
|--- | -----------
|(c) | Inventories

Inventories are stated at the lower of cost or
market. Elements of cost included in inventories are: raw
materials, direct labor, and manufacturing overhead (which
includes indirect labor, fringe benefits, consumable supplies,
depreciation of production equipment, and tooling, and other
costs incurred in the acquisition, production, and storage of
goods held in inventory). Certain domestic inventories of
approximately $52,246 at September 30, 2003, were valued on
the last-in, first-out (LIFO) method. As of
September 30, 2004, all inventories are valued on the
first-in, first-out (FIFO) method.



|    |           
|--- | ----------
|(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 both
equity and debt securities that are held for an indefinite
period but are neither held to maturity nor trading securities.
At September 30, 2004, the Company held 692,506 shares
of Inverness Medical Innovations, Inc. common stock classified
as an available for sale security. Available for sale securities
are reported at fair market value. Unrealized gains and losses
for these securities are included in comprehensive income as a
separate component of shareholders equity.

21



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##### Table of Contents



Net of tax unrealized gains on available for sale
securities included in accumulated other comprehensive income
during the two month successor period ended September 30,
2004 was $1.7 million.




|    |                              
|--- | -----------------------------
|(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 (generally 5 to
33 years for buildings and building improvements, and 3 to
12 years for machinery, equipment, and other) using the
straight-line method. Construction in progress consists
primarily of tooling, equipment, system implementation projects
and leasehold improvements for which development has been
initiated but the assets have not yet been placed in service.
These capital projects are typically completed in less than one
year and new projects continuously begin development. The
Company assesses the recoverability of assets when events or
changes in circumstances indicate that its carrying amount may
not be recoverable. Recoverability is assessed by comparing the
carrying amount of an asset or group of assets to future
projected net undiscounted cash flows expected to be generated
by that asset or group of assets. 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.

During the predecessor period, depreciation was
provided over the estimated useful lives of depreciable assets
(generally 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. Depreciation expense
for the period from August 2, 2004 through
September 30, 2004 was $7,739 and for the period from
October 1, 2003 through August 1, 2004 was $38,283 and
for the fiscal years ended September 30, 2003 and 2002 was
$43,100 and $38,354, respectively.



|    |         
|--- | --------
|(f) | Goodwill

In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standard No. 142, Goodwill and Other
Intangible Assets (SFAS 142).
SFAS 142 requires the use of a nonamortization approach to
account for goodwill and indefinite-lived intangible assets.
Under the nonamortization approach, goodwill and
indefinite-lived intangible assets are not amortized but instead
are reviewed for impairment and written down with a resulting
charge to the results of operations in the period in which the
recorded value of goodwill and indefinite-lived intangible
assets exceeds its fair value. In accordance with SFAS 142,
the Company performs its annual test for impairment as of
September 30 each year. The Company completed its annual
test for impairment as of September 30, 2004 and 2003 and
determined that goodwill and indefinite-lived intangible assets
were not impaired.



|    |                  
|--- | -----------------
|(g) | Intangible Assets

As of September 30, 2004, intangible assets
with a finite useful life are amortized on a straight-line basis
over their estimated useful lives, with periods ranging from 5
to 22 years. Intangible assets with an indefinite useful
life are not amortized, but instead are reviewed for impairment.
Through the successor period ended August 1, 2004, the
Company amortized its finite useful lived intangible assets on a
straightline basis over their estimated useful lives, with
periods ranging from 1 to 40 years. The Company assesses
the recoverability of its amortizable intangible assets in
accordance with Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144) when events or
changes in circumstances indicate that its carrying amount may
not be recoverable. Recoverability is assessed by determining
whether the amortization of the asset balance over its remaining
life can be recovered through projected undiscounted cash flows
of the acquired business. If projected undiscounted cash flows
indicate that the unamortized asset will not be recovered, an
adjustment would be made to reduce the 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.

22



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##### Table of Contents





|    |                    
|--- | -------------------
|(h) | Revenue Recognition

The Company recognizes revenue when persuasive
evidence of a sales arrangement exists, the price to the buyer
is fixed or determinable, title and risk of loss has been
transferred to the customer and collectibility of the resulting
receivable 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 the risks and rewards of ownership of
the product have passed. Sales incentives are offered to our
customers based on sales volume requirements. These incentives
are recorded initially based on estimates by the Company and
accounted for as a reduction of sales in accordance with
Emerging Issues Task Force (EITF) Issue No. 01-9,
Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendors Products).
Warranties and product returns are estimated and accrued for at
the time sales are recorded. Service agreements on our equipment
are typically sold separately from the sale of the equipment.
Revenues on these service agreements are recognized ratably over
the life of the agreement, typically one year, in accordance
with FASB Technical Bulletin 90-1, Accounting for
Separately Priced Extended Warranty and Product Maintenance
Contracts.



|    |             
|--- | ------------
|(i) | 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 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.



|    |                                   
|--- | ----------------------------------
|(j) | Research and Development
    Costs

Research and development costs are charged to
selling, general and administrative expenses in the period they
are incurred.



|    |                             
|--- | ----------------------------
|(k) | 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(losses) for the two-month successor period ended
September 30, 2004 and ten-month predecessor period ended
August 1, 2004 was $22 and ($1,830), respectively. Foreign
currency transaction gains (losses) for the years ended 2003,
and 2002 were approximately ($392), and $354, respectively.



|    |         
|--- | --------
|(l) | Pensions

The Company and its subsidiaries have various
pension plans covering approximately 42% of our domestic
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.

We account for our defined benefit pension plans
using actuarial models required by SFAS No. 87,
Employers Accounting for Pensions. These
models use an attribution approach that generally spreads
individual events over the service lives of the employees in the
plan. Examples of events are plan amendments and
changes in actuarial assumptions such as discount rate, rate of
compensation increases and mortality. See the next paragraph for
information on the expected long-term rate of return on pension

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plan assets. The principle underlying the
required attribution approach is that employees render service
over their service lives on a relatively smooth basis and
therefore, the income statement effects of pensions are earned
in, and should follow, the same pattern.


One of the principal components of the net
periodic pension (income)/cost calculation is the expected
long-term rate of return on plan assets. We use long-term
historical actual return information, the targeted mix of
investments that comprise plan assets, and future estimates of
long-term investment returns to develop our expected return on
plan assets. The required use of an expected long-term rate of
return on plan assets may result in recognized pension income
that is greater or less than the actual returns of those plan
assets in any given year. Over time, however, the expected
long-term returns are designed to approximate the actual
long-term returns and therefore result in a pattern of income
and expense recognition that more closely matches the pattern of
the services provided by the employees. Our mix of pension plan
investments among asset classes also affects the long-term
expected rate of return on plan assets. Our current target asset
mix used in determining the expected return is 60% equities and
40% fixed income securities.

Differences between actual and expected returns
are recognized in the calculation of net periodic pension
(income)/cost over the average remaining expected future working
lifetime, which is approximately fifteen years, of active plan
participants as provided for in accordance with generally
accepted accounting principles.

The discount rate assumptions used for pension
accounting reflect the prevailing rates available on
high-quality, fixed-income debt instruments with terms that
match the average expected duration of our defined benefit
pension plan obligations. We use the Moodys Aa-rated
long-term corporate bonds, which match the average duration of
our pension plan liability of approximately 20 years.

The assumed rate of compensation increase is
another significant assumption used in the actuarial model for
pension accounting and is determined based upon our long-term
plans for such increases.

As required by SFAS No. 87, for
instances in which pension plan assets are less than the
accumulated benefit obligation (ABO) as of the end of the
reporting period (defined as an unfunded ABO position), a
minimum liability equal to this difference is established in the
consolidated balance sheet. The ABO is the present value of the
actuarially determined company obligation for pension payments
assuming no further salary increases for the employees. The
offset to the minimum liability is a charge to equity, net of
tax. In addition, any prepaid pension asset in excess of
unrecognized prior service cost must be reversed through a
net-of-tax charge to equity. The charge to equity is included in
the accumulated other comprehensive gains and (losses) not
affecting retained earnings section of the stockholders
equity in the consolidated balance sheet.



|    |                        
|--- | -----------------------
|(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.
Advertising costs for the two-month successor period ended
September 30, 2004 and the ten-month predecessor period
ended August 1, 2004 was $1,007 and $4,892, respectively.
Advertising costs for the years ended 2003 and 2002 were $6,271,
and $6,626, respectively.



|    |                 
|--- | ----------------
|(o) | Use of Estimates

The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States 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

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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. There were no
interest rate swaps outstanding as of September 30, 2004.

The Company, from time to time, enters into
foreign currency options to hedge the exposure from adverse
changes in foreign currency rates. 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 2004.

The Company applies Financial Accounting
Standards Board Statement No. 133, as modified by FASB
Statement 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.



|    |                           
|--- | --------------------------
|(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 to current year presentations.

Note 3  Concentration of Credit
Risk

One of the Companys customers, VWR,
accounted for approximately 9%, 11% and 10% of the
Companys net sales for fiscal years 2004, 2003, and 2002,
respectively. Accounts receivable from this customer accounted
for 14% and 11% of the outstanding consolidated accounts
receivable balances at September 30, 2004 and 2003,
respectively.

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Note 4  Inventories

Inventories at September 30, 2004 and 2003
consisted of the following:

|                           |  |               |         |               |  |   |         | 
|-------------------------- |  | ------------- | ------- | ------------- |  | - | ------- | 
|                           |  |              
|                           |  | September 30,
|                           |  |              
|                           |  | 2004          |         | 2003         
|                           |  |               |         |              
|                           |  | (Successor)   |         | (Predecessor)
|Raw materials and supplies |  | $             | 70,749  |               |  | $ | 66,816  | 
|Work in process            |  |               | 19,790  |               |  |   | 19,531  | 
|Finished goods             |  |               | 159,085 |               |  |   | 120,202 | 
|                           |  |               |         |               |  |   |         | 
|                           |  | $             | 249,624 |               |  | $ | 206,549 | 
|                           |  |               |         |               |  |   |         | 

In connection with the acquisition, the
accounting policies of Apogent for the successor period have
been conformed to those of its parent, Fisher, in accordance
with SFAS Standards No. 141, Business Combinations.
Accordingly, inventories at August 2, 2004 included an
adjustment of approximately $67.0 million to its fair
value. As of September 30, 2004, the Company uses the
first-in, first-out (FIFO) method for accounting for its
inventories. The Company used the last-in, first-out (LIFO)
method to value inventory at certain subsidiaries through
August 1, 2004. Inventories would have been $7,303 higher
at September 30, 2003, if the first-in, first-out (FIFO)
method had been used as of September 30, 2003.

Note 5  Property, Plant, and
Equipment

Major classifications of property, plant, and
equipment at September 30, 2004 and 2003 are as follows:

|                                    |  |               |         |               |  |   |          |  
|----------------------------------- |  | ------------- | ------- | ------------- |  | - | -------- | -
|                                    |  |              
|                                    |  | September 30,
|                                    |  |              
|                                    |  | 2004          |         | 2003         
|                                    |  |               |         |              
|                                    |  | (Successor)   |         | (Predecessor)
|Land and land improvements          |  | $             | 14,035  |               |  | $ | 13,917   |  
|Buildings and building improvements |  |               | 83,365  |               |  |   | 123,804  |  
|Machinery and equipment             |  |               | 163,818 |               |  |   | 418,865  |  
|Construction in progress            |  |               | 14,044  |               |  |   | 22,671   |  
|                                    |  |               |         |               |  |   |          |  
|                                    |  |               | 275,262 |               |  |   | 579,257  |  
|Less: Accumulated depreciation      |  |               | (7,978  | )             |  |   | (296,505 | )
|                                    |  |               |         |               |  |   |          |  
|                                    |  | $             | 267,284 |               |  | $ | 282,752  |  
|                                    |  |               |         |               |  |   |          |  

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Note 6  Goodwill and Other
Intangible Assets

Intangible assets were as follows:

|                              |                                                                                                                                                                                 |               |         |               |  |             |         |        |  |  |  |          | 
|----------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------- | ------------- |  | ----------- | ------- | ------ |  |  |  | -------- | 
|                              |                                                                                                                                                                                 |               |         |              
|                              |                                                                                                                                                                                 | September 30, |         | Weighted     
|                              |                                                                                                                                                                                 |               |         | Average      
|                              |                                                                                                                                                                                 | 2004          |         | 2003          |  | Life(a)    
|                              |                                                                                                                                                                                 |               |         |               |  |            
|                              |                                                                                                                                                                                 | (Successor)   |         | (Predecessor) |  | (Successor)
|Amortizable intangible assets |                                                                                                                                                                                 |               |         |               |  |             |         |        |  |  |  |         
|                              | Developed technology (net of accumulated
    amortization of $2,922 and $37,161 at September 30, 2004
    and September 30, 2003, respectively)                                 |               | $       | 173,912       |  |             | $       | 67,396 |  |  |  | 10 years | 
|                              | Patents and Trademarks (net of accumulated
    amortization of $28,180 at September 30, 2003)                                                                                   |               |         |              |  |             |         | 89,247 |  |  |  |          | 
|                              | Customer lists, non-compete agreements, and other
    (net of accumulated amortization of $1,745 and $9,500 at
    September 30, 2004 and September 30, 2003,
    respectively) |               |         | 218,542       |  |             |         | 22,849 |  |  |  | 21 years | 
|                              |                                                                                                                                                                                 |               |         |               |  |             |         |        |  |  |  |         
|                              |                                                                                                                                                                                 | $             | 392,454 |               |  | $           | 179,492 |        |  |  |  |         
|                              |                                                                                                                                                                                 |               |         |               |  |             |         |        |  |  |  |         

Amortization of intangible assets for the
two-month successor period ended September 30, 2004 and for
the ten-month predecessor period ended August 1, 2004 was
$4,667 and $13,464, respectively. Amortization of intangible
assets was $15,549, and $13,599 for the years ended
September 30, 2003, and 2002, respectively. Amortization
expense relating to the existing identifiable intangible assets
for each of the next five years (beginning with fiscal 2005) is
expected to be approximately $28 million annually for the
next five years. As of September 30, 2004, the Company had
indefinite-lived intangible assets of approximately
$784 million. Indefinite-lived intangible assets consist of
tradenames fair valued through the Companys combination
with Fisher.

The changes in the carrying amount of goodwill
for the years ended September 30, 2004 and 2003 are as
follows:

|                                                                                      |  |          |           |          |  |              |           |   |  |   |           |  
|------------------------------------------------------------------------------------- |  | -------- | --------- | -------- |  | ------------ | --------- | - |  | - | --------- | -
|                                                                                      |  | Clinical |           | Research |  |             
|                                                                                      |  | Group    |           | Group    |  | Consolidated
|                                                                                      |  |          |           |          |  |             
|Balance at September 30, 2002 (Predecessor)                                           |  | $        | 549,039   |          |  | $            | 480,552   |   |  | $ | 1,029,591 |  
|Goodwill acquired during the year                                                     |  |          | 13,094    |          |  |              | 17,314    |   |  |   | 30,408    |  
|Goodwill written off related to disposal of ABI
    and BioRobotics                   |  |          | (54,421   | )        |  |              | (30,827   | ) |  |   | (85,248   | )
|Change in purchase price of prior year acquisition                                    |  |          | 5,254     |          |  |              | 463       |   |  |   | 5,717     |  
|Effect of change in foreign currencies                                                |  |          | 250       |          |  |              | 18,525    |   |  |   | 18,775    |  
|                                                                                      |  |          |           |          |  |              |           |   |  |   |           |  
|Balance at September 30, 2003 (Predecessor)                                           |  |          | 513,216   |          |  |              | 486,027   |   |  |   | 999,243   |  
|Goodwill acquired through August 1, 2004
    (Predecessor)                            |  |          | 6,748     |          |  |              | 2,439     |   |  |   | 9,187     |  
|Change in purchase price of prior year acquisition                                    |  |          |          |          |  |              | 1,627     |   |  |   | 1,627     |  
|Effect of change in foreign currencies                                                |  |          | 114       |          |  |              | 11,834    |   |  |   | 11,948    |  
|                                                                                      |  |          |           |          |  |              |           |   |  |   |           |  
|Balance at August 1, 2004 (Predecessor)                                               |  |          | 520,078   |          |  |              | 501,927   |   |  |   | 1,022,005 |  
|Effect of push-down accounting of Fishers
    purchase price on Apogents net assets |  |          | 612,038   |          |  |              | 800,614   |   |  |   | 1,412,652 |  
|                                                                                      |  |          |           |          |  |              |           |   |  |   |           |  
|Balance at September 30, 2004 (Successor)                                             |  | $        | 1,132,116 |          |  | $            | 1,302,541 |   |  | $ | 2,434,657 |  
|                                                                                      |  |          |           |          |  |              |           |   |  |   |           |  

During fiscal 2003, the Company included
approximately $100.4 million in goodwill and intangibles in
the calculation of the loss on the sales of Applied Biotech,
BioRobotics and Vacuum Process Technology.

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During fiscal 2002 the Company included
approximately $21.3 million in goodwill and intangibles in
the calculation of the estimated loss on sale of Vacuum Process
Technology.


Note 7  Long-Term
Debt

Long-term debt at September 30, 2004 and
2003 consisted of the following:

|                                                        |  |               |         |               |  |   |         |  
|------------------------------------------------------- |  | ------------- | ------- | ------------- |  | - | ------- | -
|                                                        |  |              
|                                                        |  | September 30,
|                                                        |  |              
|                                                        |  | 2004          |         | 2003         
|                                                        |  |               |         |              
|                                                        |  | (Successor)   |         | (Predecessor)
|Revolving Credit Facility                               |  | $             |        |               |  | $ | 323,106 |  
|8% Senior Notes, net of discount                        |  |               | 45      |               |  |   | 8,015   |  
|2.25% Senior Convertible Contingent Debt
    Securities |  |               | 956     |               |  |   | 300,000 |  
|2.25% Convertible Senior Debentures                     |  |               | 298,836 |               |  |   |        |  
|6.5% Senior Subordinated Notes                          |  |               |        |               |  |   | 250,000 |  
|Floating Rate Convertible Senior Debentures             |  |               | 344,550 |               |  |   |        |  
|Sellers Notes                                          |  |               |        |               |  |   | 1,531   |  
|Sale/ Leaseback Obligation                              |  |               | 10,541  |               |  |   | 11,012  |  
|Capital leases and other                                |  |               | 11,992  |               |  |   | 13,407  |  
|                                                        |  |               |         |               |  |   |         |  
|                                                        |  |               | 666,920 |               |  |   | 907,071 |  
|Less: Current portion of debt                           |  |               | (12,350 | )             |  |   | (15,082 | )
|                                                        |  |               |         |               |  |   |         |  
|                                                        |  | $             | 654,570 |               |  | $ | 891,989 |  
|                                                        |  |               |         |               |  |   |         |  

Revolving Credit
Facility:In connection with the
acquisition of the Company by Fisher, the Revolving Credit
Facility was terminated.

On July 29, 2003, we and three of our
domestic subsidiaries acting as co-borrowers, entered into a new
$500 million revolving credit facility that had a scheduled
maturity of July 29, 2008, and terminated our former
revolving credit facility, as amended, that was scheduled to
mature on December 1, 2005. The new revolving credit
facility contains essentially the same terms and conditions as
our previous credit facility, as amended. However, unlike the
previous credit facility, the new credit facility includes
subsidiary co-borrowers and permits us to make restricted
payments, including dividends and stock repurchases under our
stock repurchase program, subject to a limit on restricted
payments made from and after July 29, 2003 of
$200 million plus an amount equal to 50% of our quarterly
consolidated net income, for the fiscal quarters ending
June 30, 2003 and thereafter. In addition, the new credit
facility provides for a $200 million limit on foreign
currency loans compared to the $100 million foreign
currency borrowing limit under the old revolving credit
facility. The new revolving credit facility provides for an
annual interest rate equal to, at our option, either:
(a) ABR (a floating rate-based interest calculation) plus
0% to 0.625% (the Revolving Loan ABR Margin),
or (b) the Eurodollar Rates plus 0.625% to 1.625% (the
Revolving Eurodollar Rate Margin). We also pay a
facility fee of 0.125% to 0.375% for all commitments from the
lenders, whether drawn or undrawn, and a utilization fee of
0.25% per annum if more than 50% of the facility is drawn.
The rate applicable with regard to each of the Revolving
Loan ABR Margin, the Revolving Loan Eurodollar Margin,
and the facility fee depend upon our senior, unsecured long-term
credit rating from S&P and Moodys. Based upon our
current credit rating, the Revolving Loan ABR Margin, the
Revolving Loan Eurodollar Margin, and the facility fee
would be 0.25%, 1.25%, and 0.25%, respectively. As noted, our
new revolving credit facility also provides for a multi-currency
sub-facility providing up to $200 million in
sub-commitments in non-dollar currencies. Terms and conditions
on the multi-currency subfacility are to be agreed upon between
JPMorgan Chase and the lenders providing funding under such
subfacility. We may not exceed a total of $500 million in
dollar and non-dollar commitments under this facility. Our new
revolving credit facility also provides for the issuance of
letters of credit, for our benefit or the benefit of our
subsidiaries, as required in the ordinary course of business as
part of the working capital line. As of September 30, 2003,
we had available borrowing capacity under our

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revolving credit facility of approximately
$170 million, but were limited to borrowing approximately
$130 million by the revolving credit facilitys
covenants (excluding borrowings used to repay other
indebtedness). There was also $6.5 million of reserved
borrowing capacity for standby letter of credit obligations, as
of September 30, 2003. Proceeds from the Revolving Credit
Facility were used to pay and replace the prior revolving credit
facility. As a result, the Company wrote off deferred financing
fees (approximately $2.0 million) associated with the
previous credit facility.


Floating Rate CODES:On December 17, 2003, Apogent issued $300 million
principal amount of its Floating Rate Senior Convertible
Contingent Debentures due 2033 (Floating Rate CODES), and on
December 30, 2003, Apogent issued an additional
$45 million principal amount of Floating Rate CODES.

Apogent completed an exchange offer for its
$345 million aggregate principal amount of Floating Rate
CODES. The exchange offer for the Floating Rate CODES aligned
the conversion terms of Apogents convertible debt with
Fishers currently outstanding convertible debt.
99.9 percent of the outstanding principal amount of the
Floating Rate CODES were tendered for exchange with a like
principal amount of Floating Rate Convertible Senior Debentures
and an exchange fee of 0.50 percent of principal amount of
securities tendered. In addition, Apogent paid a consent fee of
0.60 percent to not register the notes as required per the
original registration rights agreement. Neither Fisher nor
Apogent received any proceeds from the issuance of the new
debentures in the exchange offer.

The Floating Rate Convertible Senior Debentures
bear interest at a floating rate equal to the 3-month LIBOR
minus 125 basis points (but not less than 0% per
annum), payable in cash. The securities will be convertible into
5.8 million shares of Fisher common stock using a
conversion price of $59.09 per share of common stock,
subject to adjustment in certain circumstances. In connection
with the acquisition of the Company by Fisher, Apogent made an
exchange offers for up to $345.0 million of our Floating
Rate CODES for a like principal amount of Floating Rate
Convertible Senior Debentures due 2033.

8% Senior
Notes:On April 4, 2001 the
Company issued $325.0 million 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 $1.5 million. 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.

On September 16, 2003, the Company announced
a cash tender offer for its $325.0 million principal amount
of 8% Senior Notes due 2011 (the Notes).
Apogent received and settled tenders for a total of
$318.0 million principal amount of Notes, representing
approximately 97.8% of the aggregate principal amount of Notes
outstanding prior to the tender offer. The one-time costs
associated with this tender were approximately
$59.6 million which consisted of a net premium paid to
extinguish the debt (approximately $55.0 million), the
write-off of deferred financing fees (approximately
$2.1 million), the write-off of the unamortized discount
(approximately $1.2 million), and other expenses related to
the tender offer (approximately $1.3 million). An
additional $7.0 million of Notes were repurchased in
September 2004.

Senior Convertible Contingent
Debt:On October 10, 2001, we
issued $300.0 million of 2.25% Senior Convertible
Contingent Debt Securities due 2021 (2.25% 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. We also must 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. The

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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
our common stock, trading prices of the CODES, maintenance of
our credit ratings, and the occurrence of specified corporate
transactions, including certain repurchases of our common
stock), into Fisher common stock at a price of approximately
$54.45 per share. We may redeem some or all of the CODES on
or after October 20, 2004. The holders may require us 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
our subsidiaries guarantee our obligations under the CODES.


In connection with its merger with Fisher,
Apogent made an exchange offer for up to $300.0 million of
our 2.25% CODES for a like principal amount of
2.25% Convertible Senior Debentures due 2021 and an
exchange fee of 0.50 percent of principal amount of
securities tendered. Apogent completed the exchange offer for
its $300 million aggregate principal amount of 2.25% CODES.
The exchange offer aligned the conversion terms of
Apogents convertible debt with Fishers currently
outstanding convertible debt. 99.6 percent of the
outstanding principal amount of the 2.25% CODES were tendered
for exchange with a like principal amount of
2.25% Convertible Senior Debentures. Neither Fisher nor
Apogent received any proceeds from the issuance of the new debt
securities in the exchange offer.

On September 20, 2004, the Company issued a
notice for redemption of approximately $298.8 million of
the 2.25% Convertible Senior Debentures due 2021 and
approximately $1.0 million of the 2.25% CODES due 2021 for
cash at a price equal to 100% of the principal amount plus
accrued and unpaid interest and contingent interest, as defined
in the agreements. Note holders had the option of converting
their notes until October 18, 2004. Approximately
$295.7 million of the notes were converted. Notes which
were not converted, were redeemed on October 20, 2004.
Principally all of the notes which were converted were settled
in cash.

6 1/2 Senior Subordinated
Notes:On June 2, 2003, the
Company issued $250 million aggregate principal amount of
6 1/2% senior subordinated notes due 2013. Interest is
fixed at an annual rate of 6.5% and is payable on May 15
and November 15 of each year, beginning on
November 15, 2003. Interest will accrue from June 2,
2003. We may redeem some or all of these notes at any time on or
after May 15, 2008. After May 15, 2008, the notes are
redeemable at 103.250%, 102.167%, 101.083%, and 100.000% of
their principal amount plus accrued interest and any liquidated
damages, if redeemed during the twelve-month period beginning on
May 15 of 2008, 2009, 2010, and 2011 and thereafter,
respectively. Prior to May 15, 2006 and subject to
satisfaction of specified conditions, we may redeem up to 35% of
the aggregate principal amount of the notes with the net cash
proceeds of certain equity offerings at a redemption price of
106.5% plus accrued and unpaid interest and other charges. The
holders may require the Company to purchase all or a portion of
their notes at 101% upon a change of control event. These notes
are Apogent Technologies Inc.s general unsecured
obligations and are guaranteed on a senior subordinated basis by
our domestic subsidiaries that have guaranteed, and our
subsidiaries that will in the future guarantee, obligations
under our revolving credit facility. The notes and the
guarantees rank junior in right of payment to all of the
Companys and each subsidiary guarantors existing and
future senior debt and rank pari passuin right of
payment with all of the Companys and each subsidiary
guarantors senior subordinated debt.

In connection with its merger with Fisher,
Apogent completed a cash tender offer for the $250 million
aggregate principal amount of 6 1/2% senior
subordinated notes due 2013. Apogent accepted for payment
$249.6 million aggregate principal amount representing
99.8 percent of the outstanding principal amount of the
6 1/2% senior subordinated notes due 2013. The
purchase price for the notes was $1,107.50 in cash per $1,000
principal amount, plus accrued and unpaid interest. A concurrent
consent solicitation amended the indenture for any
6 1/2% senior subordinated notes that remained
outstanding to eliminate certain restrictive covenants in that
indenture. On August 3, 2004 Fisher issued and sold
pursuant to Rule 144A $300 million of
6 3/4% senior subordinated notes due 2014. The
proceeds from this offering were used to repay our
6 1/2% senior subordinated notes due 2013.

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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 May 2005. As of
September 30, 2004 and 2003, only one seller note remained
outstanding (approximately $1.5 million). The note is
redeemable by the holder, subject to certain time restrictions.
The note is unsecured. However in certain instances, it is
guaranteed by a subsidiary of the Company.

Sale/ Leaseback:On
December 22, 1988, we completed the sale and leaseback (the
Sale/ Leaseback) of our then principal domestic
manufacturing and office facilities with an unaffiliated third
party. The proceeds of $22.5 million (net of approximately
$1.1 million 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.

We pay 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 us.

The initial term of each lease is 25 years
with five five-year renewal options. The initial aggregate
annual payments relating to Apogent under the leases were
$1.7 million 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, 2004 annual payments
increased to $2.4 million.

We have 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. We also have 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
our and our subsidiaries incurrence of certain additional
indebtedness, payment of dividends or the making of other
distributions or the repurchase of our capital stock, or the
creation of liens on our respective properties, we 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. We may also be
obligated to repurchase the property upon the occurrence of
certain other events.

Securities Lending
Agreement:On September 29, 1999,
the Company purchased a United States Treasury Bond
(Treasury) with a par value of $50 million, 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
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 was related to the Companys
lending policy by fixing $50 million of its floating rate
debt. For a period of five years, the Company was 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 was 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 could not exceed
the federal funds rate in effect as of the day of determination
plus .25%) and the Company received all distributions made on or
in respect to the Treasury.

On September 19, 2003, Apogent settled its
obligations under its Securities Lending Agreement and
terminated the arrangement. The one-time costs associated with
the termination of this arrangement were approximately
$1.4 million and consisted of premium paid to extinguish
the debt (approximately

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$6.0 million), the write-off of deferred
financing fees (approximately $2.1 million) offset by a
gain on the sale of the Treasury security (approximately
$6.7 million). This transaction was accounted for as a
secured borrowing under SFAS No. 140.


Maturities of Long-Term
Debt:As of September 30, 2004,
maturities of long-term debt, including capital leases and sale
and leaseback arrangements, are as follows:

|           |  |   |         | 
|---------- |  | - | ------- | 
|Fiscal     |  |  
|           |  |  
|2005       |  | $ | 12,350  | 
|2006       |  |   | 752     | 
|2007       |  |   | 759     | 
|2008       |  |   | 880     | 
|2009       |  |   | 1,028   | 
|Thereafter |  |   | 651,151 | 
|           |  |   |         | 
|           |  | $ | 666,920 | 
|           |  |   |         | 

Note 8  Income Taxes

The income tax expense (benefit) for the
successor and predecessor periods ended September 30, 2004
and August 1, 2004 and fiscal years ended 2003 and 2002 is
allocated as follows:

|                                                                                                                                        |  |                    |         |                   |  |               |        |               |  |   |         |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ------------- | ------ | ------------- |  | - | ------- | - |  | - | ------ | -
|                                                                                                                                        |  | August 2 Through   |         | October 1 Through |  |               |        |              
|                                                                                                                                        |  | September 30, 2004 |         | August 1, 2004    |  | 2003          |        | 2002         
|                                                                                                                                        |  |                    |         |                   |  |               |        |              
|                                                                                                                                        |  | (Successor)        |         | (Predecessor)     |  | (Predecessor) |        | (Predecessor)
|Income from continuing operations                                                                                                       |  | $                  | (14,254 | )                 |  | $             | 63,699 |               |  | $ | 39,784  |   |  | $ | 75,144 |  
|Discontinued operations                                                                                                                 |  |                    | (183    | )                 |  |               |       |               |  |   | (24,952 | ) |  |   | (5,199 | )
|Shareholders equity for unrealized gain on
    security available for sale                                                             |  |                    | (436    | )                 |  |               | (743   | )             |  |   | (3,330  | ) |  |   | 2,044  |  
|Shareholders equity for cumulative effect
    of accounting changes for cash flow hedge                                                |  |                    |        |                   |  |               |       |               |  |   |        |   |  |   |       |  
|Shareholders equity for interest rate swap
    agreements                                                                              |  |                    |        |                   |  |               |       |               |  |   |        |   |  |   | (292   | )
|Shareholders equity for pension                                                                                                        |  |                    |        |                   |  |               | 2,756  |               |  |   | (4,281  | ) |  |   | (4,120 | )
|Shareholders equity for compensation
    expense for tax purposes in excess of amounts recognized for
    financial reporting purposes |  |                    |        |                   |  |               | (9,398 | )             |  |   | (1,518  | ) |  |   | (6,763 | )
|                                                                                                                                        |  |                    |         |                   |  |               |        |               |  |   |         |   |  |   |        |  
|                                                                                                                                        |  | $                  | (14,873 | )                 |  | $             | 56,314 |               |  | $ | 5,703   |   |  | $ | 60,814 |  
|                                                                                                                                        |  |                    |         |                   |  |               |        |               |  |   |         |   |  |   |        |  

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

|                                           |                       |         |        |          |   |       |         |         |   |   |         |         |  
|------------------------------------------ | --------------------- | ------- | ------ | -------- | - | ----- | ------- | ------- | - | - | ------- | ------- | -
|                                           |                       | Current |        | Deferred |   | Total
|                                           |                       |         |        |          |   |      
|Successor period ended September 30, 2004: |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           | U.S., state and local |         | $      | (5,321   | ) |       | $       | (11,354 | ) |   | $       | (16,675 | )
|                                           | Foreign               |         |        | 2,996    |   |       |         | (575    | ) |   |         | 2,421   |  
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           |                       | $       | (2,325 | )        |   | $     | (11,929 | )       |   | $ | (14,254 | )      
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|Predecessor period ended August 1, 2004:   |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           | U.S., state and local |         | $      | 18,521   |   |       | $       | 37,526  |   |   | $       | 56,047  |  
|                                           | Foreign               |         |        | 10,529   |   |       |         | (2,877  | ) |   |         | 7,652   |  
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           |                       | $       | 29,050 |          |   | $     | 34,649  |         |   | $ | 63,699  |        
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|Year ended September 30, 2003:             |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           | U.S., state and local |         | $      | 2,551    |   |       | $       | 27,380  |   |   | $       | 29,931  |  
|                                           | Foreign               |         |        | 10,228   |   |       |         | (375    | ) |   |         | 9,853   |  
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           |                       | $       | 12,779 |          |   | $     | 27,005  |         |   | $ | 39,784  |        
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|Year ended September 30, 2002:             |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           | U.S., state and local |         | $      | 54,635   |   |       | $       | 11,068  |   |   | $       | 65,703  |  
|                                           | Foreign               |         |        | 10,459   |   |       |         | (1,018  | ) |   |         | 9,441   |  
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        
|                                           |                       | $       | 65,094 |          |   | $     | 10,050  |         |   | $ | 75,144  |        
|                                           |                       |         |        |          |   |       |         |         |   |   |         |        

Income tax expense attributable to income from
continuing operations was $(14,254), for the successor period
ended September 30, 2004 and $63,699 for the ten month
predecessor period ended August 2, 2004. Income tax expense
attributable to income from continuing operations was $39,784,
and $75,144, in 2003, and 2002, respectively. Income tax expense
differed from the amounts computed by applying the
U.S. Federal income tax rate of 35% to income from
continuing operations before income taxes and discontinued
operations for the successor and predecessor period in 2004,
2003, and 2002 as a result of the following:

|                                                         |                                                                     |                    |         |                   |   |               |        |               |   |   |        |        |   |   |        |        |  
|-------------------------------------------------------- | ------------------------------------------------------------------- | ------------------ | ------- | ----------------- | - | ------------- | ------ | ------------- | - | - | ------ | ------ | - | - | ------ | ------ | -
|                                                         |                                                                     | August 2 Through   |         | October 1 Through |   |               |        |              
|                                                         |                                                                     | September 30, 2004 |         | August 1, 2004    |   | 2003          |        | 2002         
|                                                         |                                                                     |                    |         |                   |   |               |        |              
|                                                         |                                                                     | (Successor)        |         | (Predecessor)     |   | (Predecessor) |        | (Predecessor)
|Computed expected tax expense                          |                                                                     | $                  | (13,603 | )                 |   | $             | 55,308 |               |   | $ | 42,755 |        |   | $ | 71,859 |       
|Increase (reduction) in income taxes
    resulting from: |                                                                     |                    |         |                   |   |               |        |               |   |   |        |        |   |   |        |       
|                                                         | Utilization of prior year foreign tax credits                       |                    |         |                  |   |               |        |              |   |   |        | (2,195 | ) |   |        |       |  
|                                                         | State and local income taxes, net of Federal
    income tax benefit |                    |         | (499              | ) |               |        | 4,527         |   |   |        | 5,114  |   |   |        | 7,205  |  
|                                                         | Foreign income taxed at rates lower than
    U.S. Federal income    |                    |         | (704              | ) |               |        | (979          | ) |   |        | (1,898 | ) |   |        | (2,650 | )
|                                                         | Extraterritorial income benefit                                     |                    |         | (379              | ) |               |        | (1,896        | ) |   |        | (2,735 | ) |   |        | (2,800 | )
|                                                         | Non-deductible transaction costs                                    |                    |         | 486               |   |               |        | 5,574         |   |   |        |       |   |   |        |       |  
|                                                         | Other, net                                                          |                    |         | 445               |   |               |        | 1,165         |   |   |        | (1,257 | ) |   |        | 1,530  |  
|                                                         |                                                                     |                    |         |                   |   |               |        |               |   |   |        |        |   |   |        |       
|                                                         |                                                                     | $                  | (14,254 | )                 |   | $             | 63,699 |               |   | $ | 39,784 |        |   | $ | 75,144 |       
|                                                         |                                                                     |                    |         |                   |   |               |        |               |   |   |        |        |   |   |        |       

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

|                                                           |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 
|---------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ------------- | ------- | ------------- |  | - | ------- |  |  | - | ------- | 
|                                                           |  | August 2 Through   |         | October 1 Through |  |               |         |              
|                                                           |  | September 30, 2004 |         | August 1, 2004    |  | 2003          |         | 2002         
|                                                           |  |                    |         |                   |  |               |         |              
|                                                           |  | (Successor)        |         | (Predecessor)     |  | (Predecessor) |         | (Predecessor)
|United States                                              |  | $                  | (47,794 | )                 |  | $             | 133,363 |               |  | $ | 88,582  |  |  | $ | 168,673 | 
|Foreign                                                    |  |                    | 8,928   |                   |  |               | 24,660  |               |  |   | 33,575  |  |  |   | 36,638  | 
|                                                           |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 
|Income before income taxes and discontinued
    operations |  | $                  | (38,866 | )                 |  | $             | 158,023 |               |  | $ | 122,157 |  |  | $ | 205,311 | 
|                                                           |  |                    |         |                   |  |               |         |               |  |   |         |  |  |   |         | 

The significant components of deferred income tax
benefit attributable to income from continuing operations for
2004 successor and predecessor periods, 2003, and 2002 are as
follows (in thousands):

|                                                                                               |  |                    |         |                   |  |               |        |               |  |   |        |   |  |   |        | 
|---------------------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ------------- | ------ | ------------- |  | - | ------ | - |  | - | ------ | 
|                                                                                               |  | August 2 Through   |         | October 1 Through |  |               |        |              
|                                                                                               |  | September 30, 2004 |         | August 1, 2004    |  | 2003          |        | 2002         
|                                                                                               |  |                    |         |                   |  |               |        |              
|                                                                                               |  | (Successor)        |         | (Predecessor)     |  | (Predecessor) |        | (Predecessor)
|Deferred (benefit) tax expense (exclusive of the
    effects of other components listed below) |  | $                  | (11,929 | )                 |  | $             | 34,649 |               |  | $ | 29,200 |   |  | $ | 7,625  | 
|Increase (decrease) in the valuation allowance
    for deferred tax assets                     |  |                    |        |                   |  |               |       |               |  |   | (2,195 | ) |  |   | 2,425  | 
|                                                                                               |  |                    |         |                   |  |               |        |               |  |   |        |   |  |   |        | 
|                                                                                               |  | $                  | (11,929 | )                 |  | $             | 34,649 |               |  | $ | 27,005 |   |  | $ | 10,050 | 
|                                                                                               |  |                    |         |                   |  |               |        |               |  |   |        |   |  |   |        | 

The tax effects of temporary differences that
give rise to significant portions of the deferred tax assets and
deferred tax liabilities at September 30, 2004 and 2003 are
presented below:

|                                                                  |                                 |             |          |               |   |   |          |          |  
|----------------------------------------------------------------- | ------------------------------- | ----------- | -------- | ------------- | - | - | -------- | -------- | -
|                                                                  |                                 | 2004        |          | 2003         
|                                                                  |                                 |             |          |              
|                                                                  |                                 | (Successor) |          | (Predecessor)
|Deferred tax assets:                                              |                                 |             |          |               |   |   |          |         
|Inventories                                                       |                                 | $           | 7,426    |               |   | $ | 6,482    |         
|Compensation                                                      |                                 |             | 4,880    |               |   |   | 3,541    |         
|Sale/ Leaseback                                                   |                                 |             | 4,282    |               |   |   | 4,282    |         
|Employee benefits                                                 |                                 |             | 706      |               |   |   | 918      |         
|Capital loss, tax credit and net operating loss
    carryforwards |                                 |             | 16,773   |               |   |   | 36,105   |         
|Pension                                                           |                                 |             | 5,474    |               |   |   | 6,277    |         
|Warranty and other accruals                                       |                                 |             | 7,485    |               |   |   | 6,811    |         
|                                                                  |                                 |             |          |               |   |   |          |         
|                                                                  | Total gross deferred tax assets |             |          | 47,026        |   |   |          | 64,416   |  
|                                                                  | Less valuation allowance        |             |          | (16,773       | ) |   |          | (36,105  | )
|                                                                  |                                 |             |          |               |   |   |          |         
|                                                                  | Net deferred tax assets         |             |          | 30,253        |   |   |          | 28,311   |  
|                                                                  |                                 |             |          |               |   |   |          |         
|Deferred tax liabilities:                                         |                                 |             |          |               |   |   |          |         
|Depreciation                                                      |                                 |             | (32,361  | )             |   |   | (28,682  | )       
|Purchase accounting                                               |                                 |             | (187,109 | )             |   |   | (112,813 | )       
|Unrealized appreciation on securities available
    for sale      |                                 |             |         |               |   |   | (743     | )       
|Other                                                             |                                 |             | (19,910  | )             |   |   | (8,448   | )       
|                                                                  |                                 |             |          |               |   |   |          |         
|                                                                  | Total deferred tax liabilities  |             |          | (239,380      | ) |   |          | (150,686 | )
|                                                                  |                                 |             |          |               |   |   |          |         
|                                                                  | Net deferred tax liability      |             | $        | (209,127      | ) |   | $        | (122,375 | )
|                                                                  |                                 |             |          |               |   |   |          |         

The change in the net deferred tax liability
contains $60,109 of deferred tax liabilities related to purchase
accounting, an increase of $1,475 due to foreign exchange
adjustments, a reduction of $743 related to the sale of a
security available-for-sale and $2,756 of deferred tax
liabilities related to pensions.

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The valuation allowance for deferred tax assets
as of October 1, 2002 was $3,839. The net change in the
total valuation allowance for the years ended September 30,
2004 and 2003 was a decrease of $19,332 and an increase of
$32,226, respectively. The valuation allowance relates primarily
to U.S. capital loss carryforwards. Management is unable to
conclude that there will be sufficient capital gains generated
in the near term to use to offset these losses. 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, 2004, the Company has an
aggregate of $376 of foreign net operating loss carryforwards
from certain jurisdictions, the majority of which have no
expiration. The Company has an aggregate of $37,724 of state net
operating loss carryforwards that expire between 2006 and 2018.
The Company has an aggregate of $40,724 of capital loss
carryforwards that expire in 2008.

Accumulated earnings of foreign subsidiaries at
September 30, 2004, 2003 and 2002 of approximately $66,000,
$48,000 and $35,000, respectively, have been reinvested in the
business and no provision for income taxes has been made for the
repatriation of these earnings.

Note 9  Employee Benefit
Plans

Pension and Other Post-retirement
Benefits:The Company has four defined
benefit pension plans covering approximately 42% of its
U.S. employees. The Company also has three defined benefit
plans covering certain international subsidiaries of the
Company. 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
post-retirement 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 post-retirement 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
post-retirement 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:



| |                                     
| | ------------------------------------
| | Defined Benefit Plan
    Assumptions

|                                                 |  |      |      |      |  |  |      |  
|------------------------------------------------ |  | ---- | ---- | ---- |  |  | ---- | -
|                                                 |  | 2004 |      | 2003
|                                                 |  |      |      |     
|Discount rate                                    |  |      | 6.00 | %    |  |  | 6.00 | %
|Rate of increase in compensation levels          |  |      | 4.00 | %    |  |  | 4.00 | %
|Expected long-term rate of return on plan assets |  |      | 8.50 | %    |  |  | 8.50 | %

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



| |                                        
| | ---------------------------------------
| | Post-retirement Benefit
    Assumptions

|                                     |  |       |  |      
|------------------------------------ |  | ----- |  | -----
|                                     |  | 2004  |  | 2003 
|                                     |  |       |  |      
|Discount rate                        |  | 6.00% |  | 6.00%
|Average increase in medical costs(a) |  | 9.00% |  | 9.00%



---



|    |  |                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | For measurement purposes, a 9% annual rate
    of increase in the Company-paid medical premiums for non-frozen
    groups was assumed for 2004, decreasing gradually to 5% in year
    2008 and thereafter.

The changes in benefit obligations and plan
assets under the defined benefit pension plans and accumulated
benefit obligations as of September 30, 2004 and 2003 were
as follows:

|                                                  |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |        |  
|------------------------------------------------- | ---------------------------------------------- | ----------------- | ------ | -------------- | - | ----------------- | ------ | ------------- | - | - | ------ | ------ | - | - | ------ | ------ | -
|                                                  |                                                |                   |        |               
|                                                  |                                                | Pension Benefits  |        | Other Benefits
|                                                  |                                                |                   |        |               
|                                                  |                                                | October 1 Through |        |                |   | October 1 Through |        |              
|                                                  |                                                | August 1, 2004    |        | 2003           |   | August 1, 2004    |        | 2003         
|                                                  |                                                |                   |        |                |   |                   |        |              
|                                                  |                                                | (Predecessor)     |        | (Predecessor)  |   | (Predecessor)     |        | (Predecessor)
|Change in benefit obligations:                    |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|                                                  | Obligations at beginning of year               |                   | $      | 94,921         |   |                   | $      | 75,828        |   |   | $      | 7,306  |   |   | $      | 7,144  |  
|                                                  | Service cost                                   |                   |        | 3,482          |   |                   |        | 3,392         |   |   |        | 15     |   |   |        | 18     |  
|                                                  | Interest cost                                  |                   |        | 4,667          |   |                   |        | 5,411         |   |   |        | 342    |   |   |        | 488    |  
|                                                  | Actuarial loss (gain)                          |                   |        | (2,996         | ) |                   |        | 12,870        |   |   |        | 54     |   |   |        | 620    |  
|                                                  | Benefit payments                               |                   |        | (2,847         | ) |                   |        | (2,580        | ) |   |        | (886   | ) |   |        | (964   | )
|                                                  |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|                                                  | Obligations at end of period                   |                   | $      | 97,227         |   |                   | $      | 94,921        |   |   | $      | 6,831  |   |   | $      | 7,306  |  
|Change in fair value of plan assets:              |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|                                                  | Fair value of plan assets at beginning of year |                   | $      | 52,588         |   |                   | $      | 47,097        |   |   | $      |       |   |   | $      |       |  
|                                                  | Actual return on plan assets                   |                   |        | 7,928          |   |                   |        | 1,418         |   |   |        |       |   |   |        |       |  
|                                                  | Employer contributions                         |                   |        | 6,163          |   |                   |        | 6,653         |   |   |        | 886    |   |   |        | 964    |  
|                                                  | Benefit payments                               |                   |        | (2,847         | ) |                   |        | (2,580        | ) |   |        | (886   | ) |   |        | (964   | )
|                                                  |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|                                                  | Fair value of plan assets at end of period     |                   | $      | 63,832         |   |                   | $      | 52,588        |   |   | $      |       |   |   | $      |       |  
|Funded Status:                                    |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|                                                  | Funded status at end of period                 |                   | $      | (33,395        | ) |                   | $      | (42,333       | ) |   | $      | (6,831 | ) |   | $      | (7,306 | )
|                                                  | Unrecognized prior service cost                |                   |        | 80             |   |                   |        | 100           |   |   |        |       |   |   |        |       |  
|                                                  | Unrecognized loss                              |                   |        | 25,981         |   |                   |        | 35,072        |   |   |        | 4,657  |   |   |        | 4,865  |  
|                                                  |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|Net amount recognized at measurement date         |                                                |                   | (7,334 | )              |   |                   | (7,161 | )             |   |   | (2,174 | )      |   |   | (2,441 | )     
|Employer contribution paid after measurement date |                                                |                   | 916    |                |   |                   | 3,848  |               |   |   | 66     |        |   |   | 206    |       
|                                                  |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       
|Net amount recognized at end of period            |                                                | $                 | (6,418 | )              |   | $                 | (3,313 | )             |   | $ | (2,108 | )      |   | $ | (2,235 | )     
|                                                  |                                                |                   |        |                |   |                   |        |               |   |   |        |        |   |   |        |       

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|                                                            |                                                             |                    |         |                    |   |   |        |        |  
|----------------------------------------------------------- | ----------------------------------------------------------- | ------------------ | ------- | ------------------ | - | - | ------ | ------ | -
|                                                            |                                                             | Pension Benefits   |         | Other Benefits    
|                                                            |                                                             |                    |         |                   
|                                                            |                                                             | August 2 Through   |         | August 2 Through  
|                                                            |                                                             | September 30, 2004 |         | September 30, 2004
|                                                            |                                                             |                    |         |                   
|                                                            |                                                             | (Successor)        |         | (Successor)       
|Change in benefit obligations:                              |                                                             |                    |         |                    |   |   |        |       
|                                                            | Obligations pushed down at August 2, 2004                   |                    | $       | 104,227            |   |   | $      | 6,982  |  
|                                                            | Service cost                                                |                    |         | 764                |   |   |        | 3      |  
|                                                            | Interest cost                                               |                    |         | 1,027              |   |   |        | 68     |  
|                                                            | Actuarial loss (gain)                                       |                    |         |                   |   |   |        |       |  
|                                                            | Benefit payments                                            |                    |         | (486               | ) |   |        | (122   | )
|                                                            |                                                             |                    |         |                    |   |   |        |       
|                                                            | Obligations at September 30, 2004                           |                    | $       | 105,532            |   |   | $      | 6,931  |  
|Change in fair value of plan assets:                        |                                                             |                    |         |                    |   |   |        |       
|                                                            | Fair value of plan assets pushed down at
    August 2, 2004 |                    | $       | 63,963             |   |   | $      |       |  
|                                                            | Actual return on plan assets                                |                    |         | 1,992              |   |   |        |       |  
|                                                            | Employer contributions                                      |                    |         | 20,233             |   |   |        | 122    |  
|                                                            | Benefit payments                                            |                    |         | (486               | ) |   |        | (122   | )
|                                                            |                                                             |                    |         |                    |   |   |        |       
|                                                            | Fair value of plan assets at September 30,
    2004         |                    | $       | 85,702             |   |   | $      |       |  
|Funded Status:                                              |                                                             |                    |         |                    |   |   |        |       
|                                                            | Funded status pushed down at August 2, 2004                 |                    | $       | (19,830            | ) |   | $      | (6,931 | )
|                                                            | Unrecognized prior service cost                             |                    |         |                   |   |   |        |       |  
|                                                            | Unrecognized loss                                           |                    |         | (921               | ) |   |        |       |  
|                                                            |                                                             |                    |         |                    |   |   |        |       
|Net amount recognized during two month successor
    period |                                                             | $                  | (20,751 | )                  |   | $ | (6,931 | )     
|                                                            |                                                             |                    |         |                    |   |   |        |       

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

|                                                  |  |                  |         |                |  |             |         |               |  |   |        |   |  |   |        |  
|------------------------------------------------- |  | ---------------- | ------- | -------------- |  | ----------- | ------- | ------------- |  | - | ------ | - |  | - | ------ | -
|                                                  |  |                  |         |               
|                                                  |  | Pension Benefits |         | Other Benefits
|                                                  |  |                  |         |               
|                                                  |  | 2004             |         | 2003           |  | 2004        |         | 2003         
|                                                  |  |                  |         |                |  |             |         |              
|                                                  |  | (Successor)      |         | (Predecessor)  |  | (Successor) |         | (Predecessor)
|Prepaid benefit cost                              |  | $                |        |                |  | $           |        |               |  | $ |       |   |  | $ |       |  
|Accrued benefit liability                         |  |                  | (20,751 | )              |  |             | (28,801 | )             |  |   | (6,931 | ) |  |   | (2,441 | )
|Intangible asset                                  |  |                  |        |                |  |             | 100     |               |  |   |       |   |  |   |       |  
|Accumulated other comprehensive income            |  |                  |        |                |  |             | 21,540  |               |  |   |       |   |  |   |       |  
|                                                  |  |                  |         |                |  |             |         |               |  |   |        |   |  |   |        |  
|Net amount recognized at measurement date         |  |                  | (20,751 | )              |  |             | (7,161  | )             |  |   | (6,931 | ) |  |   | (2,441 | )
|Employer contribution paid after measurement date |  |                  |        |                |  |             | 3,848   |               |  |   |       |   |  |   | 206    |  
|                                                  |  |                  |         |                |  |             |         |               |  |   |        |   |  |   |        |  
|Net amount recognized at September 30             |  | $                | (20,751 | )              |  | $           | (3,313  | )             |  | $ | (6,931 | ) |  | $ | (2,235 | )
|                                                  |  |                  |         |                |  |             |         |               |  |   |        |   |  |   |        |  

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

|                                              |  |                   |        |                |  |                   |        |                |  |               |        |               |  |   |     |  |  |   |     |  |  |   |     | 
|--------------------------------------------- |  | ----------------- | ------ | -------------- |  | ----------------- | ------ | -------------- |  | ------------- | ------ | ------------- |  | - | --- |  |  | - | --- |  |  | - | --- | 
|                                              |  |                   |        |               
|                                              |  | Pension Benefits  |        | Other Benefits
|                                              |  |                   |        |               
|                                              |  | October 1 Through |        |                |  | October 1 Through |        |               
|                                              |  | August 1, 2004    |        | 2003           |  | 2002              |        | August 1, 2004 |  | 2003          |        | 2002         
|                                              |  |                   |        |                |  |                   |        |                |  |               |        |              
|                                              |  | (Predecessor)     |        | (Predecessor)  |  | (Predecessor)     |        | (Predecessor)  |  | (Predecessor) |        | (Predecessor)
|Service cost                                  |  | $                 | 3,482  |                |  | $                 | 3,392  |                |  | $             | 2,915  |               |  | $ | 15  |  |  | $ | 18  |  |  | $ | 15  | 
|Interest cost                                 |  |                   | 4,667  |                |  |                   | 5,411  |                |  |               | 4,823  |               |  |   | 342 |  |  |   | 488 |  |  |   | 419 | 
|Expected return on plan assets                |  |                   | (3,837 | )              |  |                   | (4,223 | )              |  |               | (4,858 | )             |  |   |    |  |  |   |    |  |  |   |    | 
|Amortization of transition (asset) obligation |  |                   |       |                |  |                   |       |                |  |               | (6     | )             |  |   |    |  |  |   |    |  |  |   |    | 
|Amortization of prior service cost            |  |                   | 19     |                |  |                   | 23     |                |  |               | 23     |               |  |   | 215 |  |  |   |    |  |  |   |    | 
|Amortization of net loss (gain)               |  |                   | 1,451  |                |  |                   | 855    |                |  |               | 3      |               |  |   |    |  |  |   | 253 |  |  |   | 128 | 
|                                              |  |                   |        |                |  |                   |        |                |  |               |        |               |  |   |     |  |  |   |     |  |  |   |     | 
|Net periodic benefit cost                     |  | $                 | 5,782  |                |  | $                 | 5,458  |                |  | $             | 2,900  |               |  | $ | 572 |  |  | $ | 759 |  |  | $ | 562 | 
|                                              |  |                   |        |                |  |                   |        |                |  |               |        |               |  |   |     |  |  |   |     |  |  |   |     | 

|                               |  |                    |        |                    |  |   |    | 
|------------------------------ |  | ------------------ | ------ | ------------------ |  | - | -- | 
|                               |  | Pension Benefits   |        | Other Benefits    
|                               |  |                    |        |                   
|                               |  | August 2 Through   |        | August 2 Through  
|                               |  | September 30, 2004 |        | September 30, 2004
|                               |  |                    |        |                   
|                               |  | (Successor)        |        | (Successor)       
|Service cost                   |  | $                  | 764    |                    |  | $ | 3  | 
|Interest cost                  |  |                    | 1,027  |                    |  |   | 68 | 
|Expected return on plan assets |  |                    | (1,071 | )                  |  |   |   | 
|                               |  |                    |        |                    |  |   |    | 
|Net periodic benefit cost      |  | $                  | 720    |                    |  | $ | 71 | 
|                               |  |                    |        |                    |  |   |    | 

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 $94,921, $81,389, and $52,588, as
of September 30, 2003.

As a result of the accumulated benefit
obligations of the Companys pension benefit plans
exceeding the fair market value of the plans assets, the
Company has recorded an additional minimum liability of
approximately $21,540 at September 30, 2003. This charge is
reflected as a reduction to other comprehensive income.

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 $646 for the
period from August 2, 2004 through September 30, 2004,
$3,014 for the period from October 1, 2003 through
August 1, 2004 and $3,562, and $3,242 for 2003, and 2002,
respectively.

Note 10  Acquisitions and
Divestitures (Predecessor)

The Company has completed twenty acquisitions and
discontinued three businesses since the beginning of 2002. The
acquired companies are all engaged in businesses that are
similar to the Companys existing businesses. The divested
companies were engaged in the lateral flow, rapid diagnostic
test business (on-site rapid tests used in the detection of
pregnancy, drugs of abuse, and infectious diseases); the
manufacture and sale of automated microarray instrumentation for
the genomics market; and the vacuum deposition chamber business.

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The aggregate purchase price of these
acquisitions completed prior to August 2, 2004 was
allocated to tangible and intangible assets acquired based on
their fair values as follows:

|                                                 |  |                |        |               |  |   |        |  
|------------------------------------------------ |  | -------------- | ------ | ------------- |  | - | ------ | -
|                                                 |  |                |        | September 30,
|Category                                         |  | August 2, 2004 |        | 2003         
|                                                 |  |                |        |              
|                                                 |  | (Predecessor)  |        | (Predecessor)
|Tangible assets                                  |  | $              | 9,424  |               |  | $ | 20,335 |  
|Liabilities assumed                              |  |                | (6,686 | )             |  |   | (3,192 | )
|Net assets assumed                               |  |                | 2,738  |               |  |   | 17,143 |  
|Goodwill and intangible assets                   |  |                | 39,314 |               |  |   | 51,976 |  
|Less: Cash acquired, if any                      |  |                | (69    | )             |  |   | (2,579 | )
|                                                 |  |                |        |               |  |   |        |  
|Cash paid for acquisitions, net of cash acquired |  | $              | 41,983 |               |  | $ | 66,540 |  
|                                                 |  |                |        |               |  |   |        |  

During 2004, the Company completed five
acquisitions for cash. The aggregate purchase price for these
acquisitions, net of cash acquired, was approximately
$42.0 million. None of the acquisitions were considered
individually significant. The total goodwill and identifiable
intangible assets for the acquired companies was approximately
$39.3 million (allocated approximately $9.9 million to
goodwill and $29.4 million to amortizable intangible
assets). In addition to the purchase price paid for J&S
Medical, we have accrued $4.4 million as a holdback from
the purchase price; this amount was paid in October 2004.

During 2003, the Company completed six
acquisitions for cash. The aggregate purchase price for these
acquisitions, net of cash acquired, was approximately
$66.5 million. None of the acquisitions were considered
individually significant. The total goodwill and identifiable
intangible assets for the acquired companies was approximately
$52.0 million (allocated approximately $30.4 million
to goodwill and $21.6 million to amortizable intangible
assets).

During 2002, in addition to the purchase price
paid for our Capitol Vial subsidiary acquired during 2002, we
agreed to pay the sellers three times the annual revenues of
Capitol Vial for product sales to the U.S. Department of
Defense over the twelve-month period ending December 31,
2006, or such other earlier date as Apogent and the sellers
agree. The maximum earnout payment cannot exceed
$9 million. To date, Capitol Vial does not have a contract
with the U.S. Department of Defense, and no sales to the
Department have been made.

Discontinued Operations:



| |             
| | ------------
| | Divestitures

On March 25, 2003, the Company made the
decision to dispose of two of its businesses: the lateral flow,
rapid diagnostic test business (on-site rapid tests used in the
detection of pregnancy, drugs of abuse, and infectious diseases)
as conducted by Applied Biotech; and the manufacture and sale of
automated microarray instrumentation for the genomics market as
conducted by BioRobotics. The decision was based in part on the
Companys ongoing strategy of strengthening the market
positions of our leading brands and focusing on sales of our
consumable laboratory products that have more stable growth
expectations. These businesses no longer met the Companys
strategic requirements. During fiscal 2003, in connection with
the discontinuance of these businesses, we incurred charges of
approximately $87,076, net of income tax benefit of $21,755,
related to the write-down of net assets to their estimated fair
value less costs to sell. The decision to sell these companies
represents a disposal of long-lived assets and disposal group
under SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. Accordingly,
results of these businesses have been classified as discontinued
operations, and prior periods have been restated to reflect this
reclassification. In August 2003, the Company sold Applied
Biotech to Inverness Medical Innovations, Inc. for
692,506 shares of Inverness common stock and $13,400 in
cash. In September 2003, we sold BioRobotics to Genomic
Solutions Acquisition Limited for a net amount of approximately
$1,867. For business reporting purposes, Applied Biotech was
previously classified in the clinical group business segment,
and BioRobotics was classified in the research group business
segment.

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Operating results from Applied Biotech for the
years ended September 30, 2003 and 2002 were as follows:

|                             |  |                           |        |               |  |   |        | 
|---------------------------- |  | ------------------------- | ------ | ------------- |  | - | ------ | 
|                             |  |                          
|                             |  | Years Ended September 30,
|                             |  |                          
|                             |  | 2003                      |        | 2002         
|                             |  |                           |        |              
|                             |  | (Predecessor)             |        | (Predecessor)
|Net sales                    |  | $                         | 25,338 |               |  | $ | 40,954 | 
|Gross profit                 |  |                           | 8,261  |               |  |   | 18,957 | 
|Pretax income (loss)         |  |                           | (2,927 | )             |  |   | 10,056 | 
|Income tax (benefit) expense |  |                           | (1,083 | )             |  |   | 3,673  | 
|Net income (loss)            |  |                           | (1,844 | )             |  |   | 6,391  | 

Operating results from BioRobotics for the years
ended September 30, 2003 and 2002 were as follows:

|                   |  |                           |        |               |  |   |        |  
|------------------ |  | ------------------------- | ------ | ------------- |  | - | ------ | -
|                   |  |                          
|                   |  | Years Ended September 30,
|                   |  |                          
|                   |  | 2003                      |        | 2002         
|                   |  |                           |        |              
|                   |  | (Predecessor)             |        | (Predecessor)
|Net sales          |  | $                         | 5,100  |               |  | $ | 5,752  |  
|Gross profit       |  |                           | 2,101  |               |  |   | 2,931  |  
|Pretax loss        |  |                           | (2,194 | )             |  |   | (2,091 | )
|Income tax benefit |  |                           | (768   | )             |  |   | (755   | )
|Net loss           |  |                           | (1,426 | )             |  |   | (1,366 | )

During March 2002, we made the decision to
dispose of our vacuum deposition chamber business, Vacuum
Process Technology, Inc. The decision was made following a
slow-down in the telecommunications industry, in which Vacuum
Process Technology targeted a majority of its products, and, as
a result, the business no longer met the Companys
strategic requirements. During fiscal 2002, in connection with
the discontinuance of this business, we incurred a charge of
$13,200, net of income tax benefit of $7,600, related to the
write-down of net assets to their estimated fair value less
costs to sell. During fiscal 2003, the Company completed the
sale of Vacuum Process Technology and, as a result, incurred an
additional charge of $2,834, net of income tax benefit of
$1,619. The decision to sell Vacuum Process Technology
represents a disposal of long-lived assets and disposal group
under SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. Accordingly,
results of this business have been classified as discontinued
operations. For business reporting purposes, Vacuum Process
Technology was previously classified in the clinical group
business segment. Operating results from Vacuum Process
Technology for the years ended September 30, 2003 and 2002
were as follows:

|                   |  |                           |        |               |  |   |        |  
|------------------ |  | ------------------------- | ------ | ------------- |  | - | ------ | -
|                   |  |                          
|                   |  | Years Ended September 30,
|                   |  |                          
|                   |  | 2003                      |        | 2002         
|                   |  |                           |        |              
|                   |  | (Predecessor)             |        | (Predecessor)
|Net sales          |  | $                         | 910    |               |  | $ | 3,982  |  
|Gross profit       |  |                           | (803   | )             |  |   | 544    |  
|Pretax loss        |  |                           | (1,490 | )             |  |   | (1,370 | )
|Income tax benefit |  |                           | (551   | )             |  |   | (497   | )
|Net loss           |  |                           | (939   | )             |  |   | (873   | )

Note 11  Restructuring Charges
(Predecessor Plans)

During the period from August 2, 2004
through September 30, 2004, the Company recorded a
restructuring charge of approximately $0.4 million related
to the Companys 2004 exit activities and a restructuring
credit of approximately $0.3 million for the reversal of
certain costs accrued in prior years restructuring plans due to
a reduction in estimated costs. During the period from
October 1, 2003 through August 1, 2004, the Company
recorded restructuring charges of approximately
$7.5 million for the consolidation of certain facilities
and discontinuance of certain product lines due to product
rationalizations. Approximately $3.9 million related to
severance associated with employees in production activities

40



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##### Table of Contents



and other exit activities related to production
and approximately $3.6 million related to severance
associated with non-production employees and other exit costs.


During fiscal 2003, the Company recorded
restructuring charges of approximately $13.5 million
($8.3 million net of tax) for the consolidation of certain
facilities and discontinuance of certain product lines due to
product rationalizations. The restructuring charges were
classified as components of cost of sales and selling, general,
and administrative expenses. The cost of sales component of
$7.5 million related to the write-off of inventory and
severance associated with employees in production activities.
The $6.0 million selling, general, and administrative
component related to the write-off of fixed assets, severance
associated with non-production employees and other activities,
and other shut-down costs.

During fiscal 2002, the Company recorded
restructuring charges of approximately $7.1 million
(approximately $4.4 million net of tax) for the
consolidation of certain facilities and discontinuance of
certain product lines due to product rationalizations.
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 and approximately $1.5 million
related to severance associated with non-production employees
and other exit costs. During fiscal 2002, we recorded a
restructuring credit of $0.2 million related to the
reversal of certain costs accrued in the fiscal year 2000
restructuring plan due to a reduction in estimated costs.

Restructuring activities for these actions are as
follows:

|                                                        |  |           |        |           |  |       |        |   |  |   |        |  
|------------------------------------------------------- |  | --------- | ------ | --------- |  | ----- | ------ | - |  | - | ------ | -
|                                                        |  |           |        | Other     |  |      
|                                                        |  | Severance |        | Exit Cost |  | Total
|                                                        |  |           |        |           |  |      
|Fiscal 2002 restructuring charges                       |  | $         | 1,466  |           |  | $     | 5,626  |   |  | $ | 7,092  |  
|Fiscal 2002 cash payments                               |  |           | (989   | )         |  |       | (682   | ) |  |   | (1,671 | )
|Fiscal 2002 non-cash charges                            |  |           |       |           |  |       | (4,217 | ) |  |   | (4,217 | )
|                                                        |  |           |        |           |  |       |        |   |  |   |        |  
|September 30, 2002 balance (predecessor)                |  | $         | 477    |           |  | $     | 727    |   |  | $ | 1,204  |  
|Fiscal 2003 restructuring charges                       |  |           | 3,664  |           |  |       | 9,871  |   |  |   | 13,535 |  
|Fiscal 2003 cash payments                               |  |           | (2,855 | )         |  |       | (1,475 | ) |  |   | (4,330 | )
|Fiscal 2003 non-cash charges (predecessor)              |  |           |       |           |  |       | (8,651 | ) |  |   | (8,651 | )
|                                                        |  |           |        |           |  |       |        |   |  |   |        |  
|September 30, 2003 balances                             |  | $         | 1,286  |           |  | $     | 472    |   |  | $ | 1,758  |  
|Ten month predecessor restructuring charges             |  |           | 1,726  |           |  |       | 5,755  |   |  |   | 7,481  |  
|Ten month predecessor cash payments                     |  |           | (1,759 | )         |  |       | (1,202 | ) |  |   | (2,961 | )
|Ten month predecessor non-cash charges                  |  |           |       |           |  |       | (3,381 | ) |  |   | (3,381 | )
|                                                        |  |           |        |           |  |       |        |   |  |   |        |  
|August 1, 2004 balance (predecessor)                    |  | $         | 1,253  |           |  | $     | 1,644  |   |  | $ | 2,897  |  
|Two month successor restructuring charges
    (credits) |  |           | 406    |           |  |       | (259   | ) |  |   | 147    |  
|Two month successor cash payments                       |  |           | (1,343 | )         |  |       |       |   |  |   | (1,343 | )
|Two month successor non-cash charges                    |  |           |       |           |  |       | 208    |   |  |   | 208    |  
|                                                        |  |           |        |           |  |       |        |   |  |   |        |  
|September 30, 2004 balance (successor)                  |  | $         | 316    |           |  | $     | 1,593  |   |  | $ | 1,909  |  
|                                                        |  |           |        |           |  |       |        |   |  |   |        |  

Note 12  Commitments and
Contingent Liabilities

Nalge Nunc International, a subsidiary in our
research group business segment, 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 was conducted
in 1995 at the Aqua-Tech Site for the removal of surface
contaminants under the supervision of the Environmental
Protection Agency (EPA) pursuant to the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (CERCLA). Our total expenses
(including legal fees) to date have been approximately $170,000.
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

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the site under CERCLA, such as would be involved
in soil and groundwater remediation. We participated with a PRP
group composed of approximately 100 parties in an agreement with
the EPA to undertake a remedial investigation and feasibility
study, which is now being used by the EPA to determine what
remedy, if any, should be required at the site. There has been
no opposition to the proposed remedial investigation and
feasibility study, and it was adopted in the Record of Decision
in 2004. The PRP group is negotiating with EPA and the
U.S. justice Department over the conduct of this remedial
work. Total remediation costs are estimated at approximately
$6 million. Our share of waste allegedly sent to the site
is reportedly not more than 1% of the total waste sent. It is
anticipated that our liability in this matter will be in
proportion to the amount of reported waste we were deemed to
have sent. Even though CERCLA provides for joint and several
liability, we believe that any ultimate liability to us will not
have a material adverse effect on our results of operations or
financial condition.


On October 15, 2002, Armkel, LLC sued Pfizer
Inc. (Pfizer) in the U.S. District Court for
the District of New Jersey for patent infringement with respect
to certain immunoassay pregnancy tests supplied by Applied
Biotech, formerly a subsidiary in our clinical group business
segment (the Armkel Litigation). In July 2003,
Pfizer filed a third-party complaint lawsuit in the
U.S. District Court for the District of New Jersey against
Applied Biotech to enforce the alleged obligation of Applied
Biotech to indemnify and defend Pfizer with regard to the Armkel
Litigation. (Under the terms of the sale of Applied Biotech to
Inverness Medical Innovations, Inc. consummated in August 2003,
we retained liability of Applied Biotech for claims arising from
the Armkel Litigation.) We do not believe that Applied Biotech
has an obligation to defend and indemnify Pfizer with respect to
the Armkel Litigation and have taken that position. The lawsuit
between Armkel and Pfizer has been settled and dismissed,
although Pfizers lawsuit against Applied Biotech
continues. In December 2004, both parties filed motions for
summary judgment. We do not believe that the outcome of the
Armkel Litigation will have a material adverse effect on our
results of operations or financial condition.

We and our subsidiaries are parties to a number
of lawsuits or subject to claims arising out of our respective
operations, or the operation of businesses divested since the
1980s for which certain of our subsidiaries may continue
to have legal or contractual liability, including product
liability, patent and trademark or other intellectual property
infringement, workplace safety, and environmental claims and
cases, some of which involve claims for substantial damages. We
vigorously defend lawsuits and other claims against us. Based
upon our assessment of the cases and claims against us and our
experiences with similar cases and claims in the past, we
believe that any liabilities which might reasonably result from
any of the pending cases and claims would not have a material
adverse effect on our results of operations or financial
condition. However, there can be no assurance as to this or that
we will not be subjected to significant additional claims in the
future with respect to our current or former operations which
would have such a material adverse effect.

In accordance with SFAS No. 5,
Accounting for Contingencies, Apogent makes a
provision for a liability when it is both probable that a
liability has been incurred and the amount of the loss can be
reasonably estimated. Apogent reviews these provisions at least
quarterly and adjusts these provisions to reflect the impacts of
negotiations, settlements, rulings, advice of legal counsel, and
other information and events pertaining to a particular case. We
do not reduce legal or contractual liabilities for possible
recoveries from insurance companies.

Note 13  Capital Stock

As a result of the merger with Fisher Scientific
International Inc., options outstanding under the Companys
stock option plans were immediately vested upon the change of
control in accordance with the various option plans and were
exchanged for Fisher options in proportion to the 0.56 per
share stock-for-stock purchase price.

For the period from August 2, 2004 through
September 30, 2004 no options were granted and
approximately 1.9 million options were exercised at a
weighted-average price of $31.99. As of

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September 30, 2004 approximately
4.3 million options remain outstanding at a
weighted-average exercise price of $37.72.


Note 14  Segment
Information

The Company reports financial results on the
basis of two business segments: a research group and a clinical
group.

Sales from businesses in the research group
accounted for approximately 54% of the Companys total
sales. Businesses in the research group engage in the
manufacture, distribution and sale of products primarily to the
research and clinical life science markets. Applications of
these products include general laboratory uses as well as
genetic research, protein-based research, high-throughput
screening for drug discovery, cell culture, filtration and other
liquid handling. In addition, businesses in the research group
manufacture, distribute and sell laboratory equipment used by
medical, pharmaceutical and scientific laboratories. Products
manufactured by businesses in the research group include
reusable plastic and glass products; disposable plastic and
glass products; products for critical packaging applications;
environmental and safety containers; liquid handling automation
products; glass liquid sample vials and seals used in various
applications; heating, cooling, shaking, stirring, mixing and
temperature control instruments; and water purification systems.

Sales from businesses in the clinical group
accounted for approximately 46% of the Companys total
sales. The Companys clinical group engages in the
manufacture and sale of products primarily to the clinical and
commercial laboratory market. These products are used in a
number of in vitro diagnostic applications, including
specimen collection, specimen transportation, drug testing,
therapeutic drug monitoring and infectious disease detection.
Other applications include human tissue research and human cell
research, with an emphasis on cancer applications. Products
manufactured and sold by businesses in the clinical group
include microscope slides, cover glass, and glass tubes and
vials; stains and reagents; instrumentation for human tissue and
cell research; diagnostic test kits; sample vials used in
diagnostic testing; culture media; diagnostic reagents; and
other products used in detecting and/or monitoring the existence
of infectious diseases and conditions, therapeutic drugs and
drugs of abuse.

Selected business segment financial information
for the fiscal years ended September 30, 2004, 2003 and
2002 is presented below:

|                                                        |  |          |           |          |  |                 |           |       |  |   |         |   |  |   |           | 
|------------------------------------------------------- |  | -------- | --------- | -------- |  | --------------- | --------- | ----- |  | - | ------- | - |  | - | --------- | 
|                                                        |  | Clinical |           | Research |  |                 |           |      
|                                                        |  | Group    |           | Group    |  | Eliminations(a) |           | Total
|                                                        |  |          |           |          |  |                 |           |      
|Two Month Successor Period Ended
    September 30, 2004 |  |          |           |          |  |                 |           |       |  |   |         |   |  |   |           | 
|Revenues                                                |  |          | 100,486   |          |  |                 | 111,162   |       |  |   | (2,150  | ) |  |   | 209,498   | 
|Operating income                                        |  |          | 7,660     |          |  |                 | 1,649     |       |  |   |        |   |  |   | 9,309     | 
|Depreciation and amortization                           |  |          | 5,911     |          |  |                 | 7,225     |       |  |   |         |   |  |   | 13,136    | 
|Segment assets                                          |  |          | 2,080,867 |          |  |                 | 2,354,905 |       |  |   |         |   |  |   | 4,435,772 | 
|Expenditures for property, plant, and equipment         |  |          | 1,793     |          |  |                 | 3,371     |       |  |   |         |   |  |   | 5,164     | 
|Ten Month Predecessor Period Ended
    August 1, 2004   |  |          |           |          |  |                 |           |       |  |   |         |   |  |   |           | 
|Revenues                                                |  | $        | 465,477   |          |  | $               | 529,094   |       |  | $ | (9,956  | ) |  | $ | 984,615   | 
|Operating income                                        |  |          | 104,578   |          |  |                 | 83,680    |       |  |   |        |   |  |   | 188,258   | 
|Depreciation and amortization                           |  |          | 25,575    |          |  |                 | 31,499    |       |  |   |         |   |  |   | 57,074    | 
|Expenditures for property, plant and equipment          |  |          | 9,736     |          |  |                 | 12,351    |       |  |   |         |   |  |   | 22,087    | 
|Year Ended September 30, 2003
    (Predecessor)         |  |          |           |          |  |                 |           |       |  |   |         |   |  |   |           | 
|Revenues                                                |  | $        | 521,334   |          |  | $               | 587,513   |       |  | $ | (11,358 | ) |  | $ | 1,097,489 | 
|Operating income                                        |  |          | 125,753   |          |  |                 | 108,324   |       |  |   |        |   |  |   | 234,077   | 
|Depreciation and amortization                           |  |          | 28,120    |          |  |                 | 34,575    |       |  |   |         |   |  |   | 62,695    | 
|Segment assets                                          |  |          | 948,131   |          |  |                 | 1,001,860 |       |  |   |         |   |  |   | 1,949,991 | 
|Expenditures for property, plant and equipment          |  |          | 18,843    |          |  |                 | 34,435    |       |  |   |         |   |  |   | 53,278    | 

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|                                                |  |          |         |          |  |                 |           |       |  |   |        |   |  |   |           | 
|----------------------------------------------- |  | -------- | ------- | -------- |  | --------------- | --------- | ----- |  | - | ------ | - |  | - | --------- | 
|                                                |  | Clinical |         | Research |  |                 |           |      
|                                                |  | Group    |         | Group    |  | Eliminations(a) |           | Total
|                                                |  |          |         |          |  |                 |           |      
|Year Ended September 30, 2002
    (Predecessor) |  |          |         |          |  |                 |           |       |  |   |        |   |  |   |           | 
|Revenues                                        |  | $        | 480,191 |          |  | $               | 555,091   |       |  | $ | (7,369 | ) |  | $ | 1,027,913 | 
|Operating income                                |  |          | 123,386 |          |  |                 | 124,554   |       |  |   |       |   |  |   | 247,940   | 
|Depreciation and amortization                   |  |          | 26,095  |          |  |                 | 29,319    |       |  |   |        |   |  |   | 55,414    | 
|Segment assets                                  |  |          | 998,320 |          |  |                 | 1,037,765 |       |  |   |        |   |  |   | 2,036,085 | 
|Expenditures for property, plant and equipment  |  |          | 29,570  |          |  |                 | 34,060    |       |  |   |        |   |  |   | 63,630    | 



---



|    |                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes the elimination of intercompany and
    corporate office activity. Intercompany sales and transfers
    between segments were not material for 2004, 2003 or 2002.

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

|                       |                 |                    |         |                   |  |                    |          |               |  |   |          |           |  |   |          |           | 
|---------------------- | --------------- | ------------------ | ------- | ----------------- |  | ------------------ | -------- | ------------- |  | - | -------- | --------- |  | - | -------- | --------- | 
|                       |                 |                    |         |                   |  |                   
|                       |                 |                    |         |                   |  | For The Year Ended
|                       |                 |                    |         |                   |  | September 30,     
|                       |                 | August 2 through   |         | October 1 through |  |                   
|                       |                 | September 30, 2004 |         | August 1, 2004    |  | 2003               |          | 2002         
|                       |                 |                    |         |                   |  |                    |          |              
|                       |                 | (Successor)        |         | (Predecessor)     |  | (Predecessor)      |          | (Predecessor)
|Net Sales:             |                 |                    |         |                   |  |                    |          |               |  |   |          |           |  |   |          |          
|United States          |                 | $                  | 152,564 |                   |  | $                  | 760,943  |               |  | $ | 865,127  |           |  | $ | 810,649  |          
|Europe                 |                 |                    | 44,368  |                   |  |                    | 235,201  |               |  |   | 246,729  |           |  |   | 234,921  |          
|All other areas        |                 |                    | 26,981  |                   |  |                    | 123,280  |               |  |   | 125,638  |           |  |   | 123,300  |          
|Inter-geographic sales |                 |                    | (14,415 | )                 |  |                    | (134,809 | )             |  |   | (140,005 | )         |  |   | (140,957 | )        
|                       |                 |                    |         |                   |  |                    |          |               |  |   |          |           |  |   |          |          
|                       | Total net sales |                    | $       | 209,498           |  |                    | $        | 984,615       |  |   | $        | 1,097,489 |  |   | $        | 1,027,913 | 
|                       |                 |                    |         |                   |  |                    |          |               |  |   |          |           |  |   |          |          

|                   |  |   |         |                |  |               |         |  |  |  |  |  |  |  |  | 
|------------------ |  | - | ------- | -------------- |  | ------------- | ------- |  |  |  |  |  |  |  |  | 
|                   |  |   |         |                |  |              
|                   |  |   |         | As0of Septembe |  | r 30,003      |         | 
|                   |  |   |         |                |  |               |         | 
|                   |  |   |         |                |  |               |         | 
|                   |  |   |         | (Successor)    |  | (Predecessor) |         | 
|Net Property:      |  |   |         |                |  |               |         |  |  |  |  |  |  |  |  | 
|United States      |  | $ | 187,783 |                |  | $             | 203,097 |  |  |  |  | 
|Europe             |  |   | 78,081  |                |  |               | 78,158  |  |  |  |  | 
|All other areas    |  |   | 1,420   |                |  |               | 1,497   |  |  |  |  | 
|                   |  |   |         |                |  |               |         |  |  |  |  | 
|Total net property |  |   | 267,284 |                |  |               | 282,752 |  |  |  |  | 
|                   |  |   |         |                |  |               |         |  |  |  |  | 

Note 15  Affiliates

As more fully described in Note 1, the
Company was acquired on August 2, 2004 by Fisher Scientific
International Inc. As a result of the acquisition, the Company
became a wholly-owned subsidiary of Fisher. During the fiscal
years ended September 30, 2004, 2003, and 2002, sales by
the Company to Fisher accounted for 14%, 14%, and 13%,
respectively, of the Companys net sales. Accounts
receivable from Fisher comprised approximately 17% and 22% of
the outstanding consolidated accounts receivable balance at
September 30, 2004 and 2003, respectively. At
September 30, 2004, the Companys intercompany
to parent of $220.7 million primarily consists of
interest-free cash advances by Fisher. The Company is also a
guarantor to Fishers credit facility.

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Note 16  Quarterly Financial
Information (Unaudited)

|                                  |  |               |         |               |  |               |         |                |  |                  |         |   |  |   |         |   |  |   |         |  
|--------------------------------- |  | ------------- | ------- | ------------- |  | ------------- | ------- | -------------- |  | ---------------- | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                  |  | First         |         | Second        |  | Third         |         | July 1 Through |  | August 2 Through
|                                  |  | Quarter       |         | Quarter       |  | Quarter       |         | August 1       |  | September 30    
|Fiscal 2004                       |  | (Predecessor) |         | (Predecessor) |  | (Predecessor) |         | (Predecessor)  |  | (Successor)     
|                                  |  |               |         |               |  |               |         |                |  |                 
|Net sales                         |  | $             | 278,642 |               |  | $             | 297,947 |                |  | $                | 307,701 |   |  | $ | 100,325 |   |  | $ | 209,498 |  
|Income from continuing operations |  |               | 28,464  |               |  |               | 34,057  |                |  |                  | 34,694  |   |  |   | (2,891  | ) |  |   | (24,612 | )
|Discontinued operations           |  |               | 41      |               |  |               | 106     |                |  |                  | (413    | ) |  |   | (59     | ) |  |   | (45     | )
|                                  |  |               |         |               |  |               |         |                |  |                  |         |   |  |   |         |   |  |   |         |  
|Net income                        |  | $             | 28,505  |               |  | $             | 34,163  |                |  | $                | 34,281  |   |  | $ | (2,950  | ) |  | $ | (24,657 | )
|                                  |  |               |         |               |  |               |         |                |  |                  |         |   |  |   |         |   |  |   |         |  

|                                  |  |               |         |               |  |               |         |               |  |   |         |   |  |   |         |   |  |  |  | 
|--------------------------------- |  | ------------- | ------- | ------------- |  | ------------- | ------- | ------------- |  | - | ------- | - |  | - | ------- | - |  |  |  | 
|                                  |  | First         |         | Second        |  | Third         |         | Fourth        |  |  
|                                  |  | Quarter       |         | Quarter       |  | Quarter       |         | Quarter       |  |  
|Fiscal 2003                       |  | (Predecessor) |         | (Predecessor) |  | (Predecessor) |         | (Predecessor) |  |  
|                                  |  |               |         |               |  |               |         |               |  |  
|Net sales                         |  | $             | 257,798 |               |  | $             | 276,638 |               |  | $ | 278,478 |   |  | $ | 284,575 |   |  |  |  | 
|Income from continuing operations |  |               | 28,815  |               |  |               | 30,864  |               |  |   | 35,704  |   |  |   | (13,010 | ) |  |  |  | 
|Discontinued operations           |  |               | (82     | )             |  |               | (87,246 | )             |  |   | (188    | ) |  |   | (6,603  | ) |  |  |  | 
|                                  |  |               |         |               |  |               |         |               |  |   |         |   |  |   |         |   |  |  |  | 
|Net income                        |  | $             | 28,733  |               |  | $             | (56,382 | )             |  | $ | 35,516  |   |  | $ | (19,613 | ) |  |  |  | 
|                                  |  |               |         |               |  |               |         |               |  |   |         |   |  |   |         |   |  |  |  | 

45



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

On November 9, 2004, we, upon approval of
the Companys board of directors, dismissed KPMG LLP as our
principal accountants. The Companys board took this action
because it determined there should be consistency between the
independent auditors of the Company and its parent corporation,
Fisher Scientific International Inc. The Company has engaged
Deloitte & Touche LLP as its new independent
accountants as of November 9, 2004.






|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

Disclosure Controls and Procedures: The
Companys management, with the participation of the
Companys Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys
disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the Exchange Act)), as of
the end of the period covered by this report. Based on such
evaluation, the Companys Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such
period, the Companys disclosure controls and procedures
are effective in recording, processing, summarizing and
reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits
under the Exchange Act.

Internal Control Over Financial Reporting: The
Companys management, with the participation of the
Companys Chief Executive Officer and Chief Financial
Officer, also conducted an evaluation of the Companys
internal control over financial reporting to determine whether
any changes occurred during the Companys fourth fiscal
quarter ended September 30, 2004 that have materially
affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting. Based
on that evaluation, there has been no such change during the
Companys fourth fiscal quarter.






|         |                  
|-------- | -----------------
|Item 9B. | Other Information

None.




PART III.






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

Omitted in reliance upon General
Instruction I (2) (c) of Form 10-K






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

Omitted in reliance upon General
Instruction I (2) (c) of Form 10-K






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

Omitted in reliance upon General
Instruction I (2) (c) of Form 10-K






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

Omitted in reliance upon General
Instruction I (2) (c) of Form 10-K

46



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##### Table of Contents








|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services

Independent Auditors Fees

The following table presents fees for
professional services rendered by Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu,
and their respective affiliates (collectively,
Deloitte & Touche).

|                       |                                         |      |            |            | 
|---------------------- | --------------------------------------- | ---- | ---------- | ---------- | 
|Classification of Fees |                                         | 2004
|                       |                                         |     
|Audit Fees(a)          |                                         |      | $1,300,000 |           
|Audit-Related Fees     |                                         |      |           |           
|                       |                                         |      |            |           
|                       | Total Audit Fees and Audit Related Fees |      |            | $1,300,000 | 
|Tax Fees(b)            |                                         |      | 29,000     |           
|All Other Fees         |                                         |      |           |           
|                       |                                         |      |            |           
|Total Fees             |                                         |      | $1,329,000 |           
|                       |                                         |      |            |           



---



|    |  |                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Includes fees for the audit of the Companys
    annual financial statements for the fiscal year ended
    September 30, 2004.
|(b) |  | Includes fees for tax consulting and compliance
    services.                                                                 

The firm of KPMG LLP served as the
Companys independent auditors for the fiscal year ended
September 30, 2003, and during the three quarterly periods
ended June 30, 2004.

The following table presents fees for
professional audit services rendered by KPMG LLP for the
audit of the Companys annual financial statements for the
year ended September 30, 2003, and fees and billed for
other services rendered by KPMG LLP during those periods.

|                       |                                         |           |         |           |          
|---------------------- | --------------------------------------- | --------- | ------- | --------- | ---------
|Classification of Fees |                                         | 2004      |         | 2003     
|                       |                                         |           |         |          
|Audit Fees(a)          |                                         | 564,000   |         | 1,338,300
|Audit-Related Fees(b)  |                                         |          |         | 59,800   
|                       |                                         |           |         |          
|                       | Total Audit Fees and Audit Related Fees |           | 564,000 |           | 1,398,100
|Tax Fees(c)            |                                         | 1,434,741 |         | 745,300  
|All Other Fees         |                                         |          |         |         
|                       |                                         |           |         |          
|Total Fees             |                                         | 1,998,741 |         | 2,143,400
|                       |                                         |           |         |          



---



|    |  |                                                                                                                                                                                                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Includes fees for US GAAP audit procedures,
    statutory audits, consents, and assistance with and review of
    documents filed with the SEC.                                                                                                                          
|(b) |  | Includes fees for employee benefit plan audits,
    accounting consultations, due diligence services, and other
    attest services including audits in connection with
    acquisitions, internal control reviews, attest services that are
    not required by statute.
|(c) |  | Includes fees for tax consulting and compliance
    services.                                                                                                                                                                                                            

The Audit Committee has concluded that the
services provided by Deloitte & Touche LLP and
KPMG LLP to the Company that were not related to their
audits of the Companys financial statements were at all
times compatible with maintaining that firms independence.




PART IV.






|         |                                               
|-------- | ----------------------------------------------
|Item 15. | Exhibits and Financial Statement
    Schedules

(a)(1)Financial
Statements. See Index to Financial Statements at Item 8
herein.

(2)Schedules.
Financial Statement schedules are listed under Item 15(d)
in this Annual Report.

47



---



##### Table of Contents



(3)Exhibits.
Exhibits 10.1 through 10.16 constitute all of the
management contracts and compensation plans and arrangements of
the Company required to be filed as exhibits to this Annual
Report.

48



---



##### Table of Contents



|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                       |  |  |  | 
|------- | - | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Filed                                                                                                                
|Number  |   | Description |  | Incorporated Herein By Reference To                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Herewith                                                                                                             
|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                      
|        | 2 | .1          |  | Agreement and Plan of Merger, dated as of
    March 17, 2004, as amended on April 16, 2004, by and
    among Fisher, Fox Merger Corporation and Apogent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Exhibit 2.1 to the Registrants
    Form 8-K dated April 16, 2004                                                     |  |  |  | 
|        | 2 | .2          |  | Articles of Merger dated August 2, 2004,
    merging Fox Merger Corporation with and into Apogent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Exhibit 2.2 to the Registrants
    Form 10-Q for the quarter ended June 30, 2004 (the
    6/30/04 10-Q)            |  |  |  | 
|        | 3 | .1          |  | Restated Articles of Incorporation of Apogent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Exhibit 3.1 to the 6/30/04 10-Q                                                                                       |  |  |  | 
|        | 3 | .2          |  | Amended and Restated Bylaws of Apogent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Exhibit 3.2 to the 6/30/04 10-Q                                                                                       |  |  |  | 
|        | 4 | .1          |  | Credit Agreement, dated as of July 29, 2003,
    among the Registrant, Erie Scientific Company, Nalge Nunc
    International Corporation, and Remel Inc., each as a Subsidiary
    Borrower, the several lenders from time to time parties thereto
    (the Lenders), Fleet National Bank, as Syndication
    Agent, JPMorgan Chase Bank, as Administrative Agent for the
    Lenders, ABN AMRO Bank N.V., Bank of America N.A. and SunTrust
    Bank, as Co-Documentation Agents, and J.P. Morgan
    Securities Inc. and Fleet Securities, Inc., as Joint Lead
    Arrangers and Joint Bookrunners                                           |  | Exhibit 10.2 to the Registrants
    Form 10-Q for the quarter ended June 30, 2003                                    |  |  |  | 
|        | 4 | .2          |  | First Amendment to the Credit Agreement, dated as
    of July 29, 2003, among the Registrant, Erie Scientific
    Company, Nalge Nunc International Corporation, and Remel Inc.,
    each as a Subsidiary Borrower, the several lenders from time to
    time thereto (the Lenders), Fleet National Bank, as
    Syndication Agent, JPMorgan Chase Bank, as Administrative Agent
    for the Lenders, ABN AMRO Bank N.V., Bank of America N.A. and
    SunTrust Bank, as Co-Documentation Agents, and J.P. Morgan
    Securities Inc. and Fleet Securities, Inc. and Fleet Securities,
    Inc., as Joint Lead Arrangers and Joint Bookrunners |  | Exhibit 4.10 to the Registrants
    Form 10-Q for the quarter ended December 31, 2003 (the
    12/31/03 Form 10-Q) |  |  |  | 
|        | 4 | .3          |  | Second Amendment to the Credit Agreement, dated
    as of July 29, 2003, among the Registrant, Erie Scientific
    Company, Nalge Nunc International Corporation, and Remel Inc.,
    each as a Subsidiary Borrower, the several lenders from time to
    time parties thereto (the Lenders), Fleet National
    Bank, as Syndication Agent, JPMorgan Chase Bank, as
    Administrative Agent for the Lenders, ABN AMRO Bank N.V., Bank
    of America N.A. and SunTrust bank, as Co-Documentation Agents,
    and J.P. Morgan Securities Inc. and Fleet Securities, Inc., as
    Joint Lead Arrangers and Joint Bookrunners                   |  | Exhibit 4.11 to the 12/31/03 Form 10-Q                                                                                |  |  |  | 



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##### Table of Contents



|        |   |             |  |                                                                                                                                                                                                                                                                                    |  |                                                                                                             |  |  |  | 
|------- | - | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |   |             |  |                                                                                                                                                                                                                                                                                    |  | Filed                                                                                                      
|Number  |   | Description |  | Incorporated Herein By Reference To                                                                                                                                                                                                                                                |  | Herewith                                                                                                   
|        |   |             |  |                                                                                                                                                                                                                                                                                    |  |                                                                                                            
|        | 4 | .4          |  | 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 | .5          |  | Supplemental Indenture, dated as of
    September 25, 2003, to the Indenture dated April 4,
    2001 among the Registrant, the Subsidiary Guarantors named
    therein and The Bank of New York, as Trustee                                                                        |  | Exhibit 4.5 to the Registrants
    Form 10-K for the year ended September 30, 2003                         |  |  |  | 
|        | 4 | .6          |  | Supplemental Indenture, dated April 12,
    2004, to the Indenture dated April 4, 2001 among the
    Registrant, the Subsidiary Guarantors named therein and the Bank
    of New York, as trustee                                                                                  |  | Exhibit 4.5 to the Registrants
    Form 10-Q for the quarter ended March 31, 2004 (the
    3/31/04 10-Q) |  |  |  | 
|        | 4 | .7          |  | 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 | .8          |  | Supplemental Indenture, dated April 12,
    2004, to the Indenture dated October 10, 2001 among the
    Registrant, the Subsidiary Guarantors named therein and the Bank
    of New York, as Trustee                                                                               |  | Exhibit 4.6 to the 3/31/04 10-Q                                                                             |  |  |  | 
|        | 4 | .9          |  | Supplemental Indenture, dated as of
    August 2, 2004, to the Indenture dated as of
    October 10, 2001, among Apogent, Fisher Scientific
    International Inc. and The Bank of New York, as Trustee                                                                            |  | Exhibit 4.3 to the 6/30/04 10-Q                                                                             |  |  |  | 
|        | 4 | .10         |  | Indenture, dated June 2, 2003, between the
    Registrant, the Subsidiary Guarantors parties thereto, and The
    Bank of New York, as Trustee                                                                                                                                     |  | Exhibit 4.1 to the Registrants
    Registration Statement on Form S-4 (File
    No. 333-107078)            |  |  |  | 
|        | 4 | .11         |  | Supplemental Indenture, dated April 12,
    2004, to the Indenture dated June 2, 2003 among the
    Registrant, the Subsidiary Guarantors named therein and the Bank
    of New York, as Trustee                                                                                   |  | Exhibit 4.7 to the 3/31/04 10-Q                                                                             |  |  |  | 
|        | 4 | .12         |  | Supplemental Indenture, dated as of July 27,
    2004, to the Indenture dated June 2, 2003, among Apogent
    and The Bank of New York, as Trustee                                                                                                                                 |  | Exhibit 4.5 to the 6/30/04 10-Q                                                                             |  |  |  | 
|        | 4 | .13         |  | Registration Rights Agreement, dated as of
    June 2, 2003, among the Registrant, the Subsidiary
    Guarantors and Lehman Brothers Inc., Credit Suisse First Boston
    LLC and J.P. Morgan Securities Inc., (collectively, as
    Representative of several Initial Purchasers) |  | Exhibit 4.2 to the Registrants
    Registration Statement on Form S-4 (File
    No. 333-107078)            |  |  |  | 
|        | 4 | .14         |  | Purchase Agreement, dated May 22, 2003,
    between the Registrant, the Subsidiary Guarantors and Lehman
    Brothers Inc., Credit Suisse First Boston LLC and
    J.P. Morgan Securities Inc. (collectively, as
    Representatives of the several Initial Purchasers)            |  | Exhibit 4.3 to the Registrants
    Registration Statement on Form S-4 (File
    No. 333-107078)            |  |  |  | 



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##### Table of Contents



|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                  |  |  |  | 
|------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  |  |  | 
|Exhibit |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Filed                                                                                           
|Number  |   | Description |  | Incorporated Herein By Reference To                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Herewith                                                                                        
|        |   |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                 
|        | 4 | .15         |  | Indenture, dated as of December 17, 2003,
    among Apogent, the Subsidiary Guarantors parties thereto, and
    The Bank of New York, as Trustee, providing for Apogents
    Floating Rate Senior Convertible Contingent Debt Securities
    (CODES) due 2033                                                                                                                                                                                                                |  | Exhibit 4.1 to the Registrants
    Registration Statement on Form S-3 (File
    No. 333-112468) |  |  |  | 
|        | 4 | .16         |  | Supplemental Indenture, dated April 12,
    2004, to the Indenture dated December 17, 2003 among the
    Registrant, the Subsidiary Guarantors named therein and the Bank
    of New York, as Trustee                                                                                                                                                                                                                                                                         |  | Exhibit 4.8 to the 3/31/04 10-Q                                                                  |  |  |  | 
|        | 4 | .17         |  | Supplemental Indenture, dated as of
    August 2, 2004, to the Indenture dated as of
    December 17, 2003, among Apogent, Fisher Scientific
    International Inc. and The Bank of New York, as Trustee                                                                                                                                                                                                                                                                      |  | Exhibit 4.4 to the 6/30/04 10-Q                                                                  |  |  |  | 
|        | 4 | .18         |  | Resale Registration Rights Agreement, dated as of
    December 17, 2003, among Apogent, the Subsidiary Guarantors
    and Lehman Brothers Inc., Bank of America Securities LLC,
    J.P. Morgan Securities Inc., Credit Suisse First Boston
    LLC, ABN Amro Rothschild LLC, Fleet Securities, Inc., Scotia
    Capital (USA) Inc., Suntrust Capital (USA) Inc., The
    Royal Bank of Scotland plc and HSBC Securities (USA) Inc.
    (collectively, as Initial Purchasers) |  | Exhibit 4.2 to the Registrants
    Registration Statement on Form S-3 (File
    No. 333-112468) |  |  |  | 
|        | 4 | .19         |  | Purchase Agreement, dated December 17, 2003,
    between Apogent, the Subsidiary Guarantors and Lehman Brothers
    Inc., Bank of America Securities LLC, J.P. Morgan
    Securities Inc., Credit Suisse First Boston LLC, ABN Amro
    Rothschild LLC, Fleet Securities, Inc., Scotia Capital
    (USA) Inc., Suntrust Capital (USA) Inc., The Royal
    Bank of Scotland plc and HSBC Securities (USA) Inc.
    (collectively, as Initial Purchasers)                       |  | Exhibit 4.3 to the Registrants
    Registration Statement on Form S-3 (File
    No. 333-112468) |  |  |  | 
|        | 4 | .20         |  | Indenture, dated as of August 3, 2004, among
    Apogent, Fisher Scientific International Inc. and The Bank of
    New York, as Trustee, providing for Apogents Floating Rate
    Convertible Senior Debentures due 2033                                                                                                                                                                                                                                                     |  | Exhibit 4.1 to the 6/30/04 10-Q                                                                  |  |  |  | 
|        | 4 | .21         |  | Indenture, dated as of August 3, 2004, among
    Apogent, Fisher Scientific International Inc. and The Bank of
    New York, as Trustee, providing for Apogents
    2.25% Convertible Senior Debentures due 2021                                                                                                                                                                                                                                                             |  | Exhibit 4.2 to the 6/30/04 10-Q                                                                  |  |  |  | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                             |  |  |  | 
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |    |             |  |                                                                                                                                                                                                                                                                                                                                                        |  | Filed                                                                                                      
|Number  |    | Description |  | Incorporated Herein By Reference To                                                                                                                                                                                                                                                                                                                    |  | Herewith                                                                                                   
|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                            
|        | 10 | .1          |  | Guaranty, dated as of August 2, 2004, among
    Fisher Scientific International Inc., as Borrower, Apogent
    Technologies Inc., as Guarantor, the other Guarantors named
    therein, and Bank of America, N.A., as Administrative Agent for
    the Lenders, as Guarantied Party                                                                    |  | Exhibit 10.1 to the 6/30/04 10-Q                                                                            |  |  |  | 
|        | 10 | .2          |  | Pledge Agreement dated as of August 2, 2004
    by and among Fisher Scientific International Inc., as Borrower,
    Apogent Technologies Inc., as Pledgor, the other Pledgors named
    therein, J.P. Morgan Trust Company, National
    Association, as Senior Note Trustee and Bank of America,
    N.A., as Agent for the Lenders, as Secured Party |  | Exhibit 10.2 to the 6/30/04 10-Q                                                                            |  |  |  | 
|        | 10 | .3          |  | 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 | .4          |  | First Amendment to the Barnstead Thermolyne Lease                                                                                                                                                                                                                                                                                                      |  | Exhibit 10.23 to the Registrants
    Form 10-K for the year ended September 30, 2000 (the
    2000 10-K) |  |  |  | 
|        | 10 | .5          |  | 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 | .6          |  | First Amendment to the Erie Lease                                                                                                                                                                                                                                                                                                                      |  | Exhibit 10.25 to the 2000 10-K                                                                              |  |  |  | 
|        | 10 | .7          |  | 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 | .8          |  | Second Amendment to the NNI lease                                                                                                                                                                                                                                                                                                                      |  | Exhibit 10.27 to the 2000 10-K                                                                              |  |  |  | 
|        | 10 | .9          |  | 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                                                                              |  |  |  | 
|        | 10 | .10         |  | 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)                |  |  |  | 
|        | 10 | .11         |  | 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)                |  |  |  | 



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                            |  |                                                                                               |  |  |  | 
|------- | -- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |    |             |  |                                                                                                                                                                                                                                                                            |  | Filed                                                                                        
|Number  |    | Description |  | Incorporated Herein By Reference To                                                                                                                                                                                                                                        |  | Herewith                                                                                     
|        |    |             |  |                                                                                                                                                                                                                                                                            |  |                                                                                              
|        | 10 | .12         |  | 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)  |  |  |  | 
|        | 10 | .13         |  | 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 | .14         |  | 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 | .15         |  | 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 | .16         |  | 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) |  |  |  | 
|        | 16 | .0          |  | Letter to Securities and Exchange Commission from
    KPMG LLP                                                                                                                                                                                                             |  | Exhibit 16 to Apogent Technologies Inc.
    Form 8-K dated November 11, 2004                  |  |  |  | 



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##### Table of Contents



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

|        |    |             |  |                                                                                                                                           |  |          |  |  |   | 
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  |  | - | 
|Exhibit |    |             |  |                                                                                                                                           |  | Filed   
|Number  |    | Description |  | Incorporated Herein By Reference To                                                                                                       |  | Herewith
|        |    |             |  |                                                                                                                                           |  |         
|        | 23 | .1          |  | Consent of Deloitte & Touche LLP                                                                                                          |  |          |  |  | X | 
|        | 23 | .2          |  | Consent of KPMG LLP                                                                                                                       |  |          |  |  | X | 
|        | 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 | 



---

Note: Certain compensatory plans, contracts
or arrangements in which directors or executive officers of
Apogent Technologies Inc. participate are not filed as Apogent
Technologies Inc. exhibits in reliance on the exclusion in
Item 601(b)(10)(iii)(C)(6) of Regulation S-K. Apogent
Technologies Inc. is a wholly-owned subsidiary of Fisher
Scientific International Inc., Commission File
No. 001-10920.




---



##### Table of Contents



SCHEDULE II

APOGENT TECHNOLOGIES INC. AND
SUBSIDIARIES




VALUATION AND QUALIFYING ACCOUNTS


For the Years Ended September 30, 2004,
2003, and 2002


|                                            |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |   |       | 
|------------------------------------------- | ----------------------------- | ---------------------------------- |  | ---------- | ----- | ---------- |  | ---------- | ----- | ------------ |  | - | ----- | --- |  | - | ----- | ------ |  | - | ----- | 
|                                            |                               |                                    |  |            |       |            |  |           
|                                            |                               |                                    |  | Additions  |       |            |  |           
|                                            |                               |                                    |  |            |       |            |  |           
|                                            |                               | Balance at                         |  | Charged to |       | Charged to |  |            |       | Balance at  
|                                            |                               | Beginning of                       |  | Costs and  |       | Other      |  |            |       | End of      
|Descriptions                                |                               | Period/ Year                       |  | Expenses   |       | Accounts   |  | Deductions |       | Period/ Year
|                                            |                               |                                    |  |            |       |            |  |            |       |             
|                                            |                               |                                   
|                                            |                               | (In thousands)                    
|Period ended September 30, 2004 (Successor) |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|                                            | Deducted from asset accounts: |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |   |      
|                                            |                               | Allowance for doubtful receivables |  | $          |      |            |  | $          | 57    |              |  | $ |      |     |  | $ |      |        |  | $ | 57    | 
|                                            |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|Period ended August 2, 2004 (Predecessor)   |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|                                            | Deducted from asset accounts: |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |   |      
|                                            |                               | Allowance for doubtful receivables |  | $          | 4,286 |            |  | $          | 2,259 |              |  | $ | 117   | (b) |  | $ | 1,163 | (a)    |  | $ | 5,499 | 
|                                            |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|Year ended September 30, 2003 (Predecessor) |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|                                            | Deducted from asset accounts: |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |   |      
|                                            |                               | Allowance for doubtful receivables |  | $          | 5,723 |            |  | $          | 875   |              |  | $ | 614   | (b) |  | $ | 2,926 | (a)(c) |  | $ | 4,286 | 
|                                            |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|Year ended September 30, 2002 (Predecessor) |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  
|                                            | Deducted from asset accounts: |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |   |      
|                                            |                               | Allowance for doubtful receivables |  | $          | 3,975 |            |  | $          | 1,434 |              |  | $ | 1,557 | (b) |  | $ | 1,243 | (a)    |  | $ | 5,723 | 
|                                            |                               |                                    |  |            |       |            |  |            |       |              |  |   |       |     |  |   |       |        |  |  



---



|      |                                                                                         
|----- | ----------------------------------------------------------------------------------------
|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                                                                  
|   
|(c) |  | Deductions have increased primarily due to the
    discontinuance of our ABI and BioRobotics subsidiaries.



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##### Table of Contents






SIGNATURES

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



| |                          
| | -------------------------
| | APOGENT TECHNOLOGIES INC.



| |     |                           
| | --- | --------------------------
| | By: | /s/ FRANK H. JELLINEK, JR.

| |                                          
| | -----------------------------------------
| |                                          
| | Frank H. Jellinek, Jr.,                  
| | President and Chief Executive
    Officer

December 14, 2004

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

|                                                 |  |                                                                                                                                |  | 
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------ |  | 
|                                                 |  |                                                                                                                               
|Signature                                        |  |                                                                                                                               
|                                                 |  |                                                                                                                               
|                                                
|/s/ FRANK H. JELLINEK, JR.Frank H. Jellinek, Jr. |  | President and Chief Executive Officer and
    Director (Principal Executive Officer of the Registrant)                        
|                                                
|/s/ DENNIS BROWNDennis Brown                     |  | Chief Financial Officer and Treasurer (Principal
    Financial Officer and Principal Accounting Officer of the
    Registrant)
|                                                
|/s/ CHRISTOPHER L. DOERRChristopher L. Doerr     |  | Director                                                                                                                      
|                                                
|/s/ SIMON B. RICHSimon B. Rich                   |  | Director                                                                                                                      
|                                                
|/s/ MICHAEL K. BRESSONMichael K. Bresson         |  | Director                                                                                                                      
|                                                
|/s/ RICHARD W. VIESERRichard W. Vieser           |  | Director                                                                                                                      



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|  |                                                                 
|- | ----------------------------------------------------------------
|* | Each of these signatures is affixed as of
    December 14, 2004.