<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

Or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from                  to                .
                                     ----------------    ---------------

COMMISSION FILE NUMBER: 1-11091


                            APOGENT TECHNOLOGIES INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)




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


48 CONGRESS STREET, PORTSMOUTH, NEW HAMPSHIRE       03801
--------------------------------------------------------------------------------
(Address of principal executive offices)            (Zip Code)


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


(Former name, former address, former fiscal year, if changed since last report)

Indicate by checkmark, 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 the registrant was required
to file such reports, and (2) has been subject to such filing requirements for
the past 90 days. Yes  X   No    .
                      ---     ---

At May 11, 2001, there were 105,596,023 shares of the Registrant's Common
Stock, par value $0.01 per share, outstanding.

<PAGE>   2
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                Index                                      Page

<S>                                                                        <C>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2001 and
September 30, 2000                                                          3

Consolidated Statements of Income for the three and six months ended
March 31, 2001 and 2000                                                     4

Consolidated Statement of Shareholders' Equity for the six months
ended March 31, 2001                                                        5

Consolidated Statements of Cash Flows for the six months ended March
31, 2001                                                                    6

Notes to unaudited consolidated financial statements                        8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION                                                    23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          37

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                    38

Signatures                                                                  39
</TABLE>


                                        2
<PAGE>   3


                          PART I. FINANCIAL INFORMATION
Item 1.   Financial Statements

                   APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                            MARCH 31,     SEPTEMBER 30,
                                                                              2001            2000
                                                                              ----            ----
                                                                          (unaudited)
<S>                                                                      <C>               <C>
                                   ASSETS
Current assets:
   Cash and cash equivalents                                             $     12,113      $     12,411
   Accounts receivable (less allowance for doubtful accounts of
   $3,749 and $4,041 at March 31, 2001 and Sept. 30, 2000, respectively)      177,830           173,585
   Inventories                                                                156,075           141,779
   Deferred income taxes                                                       13,055            13,226
   Net assets held for discontinued operations                                    -             152,970
   Prepaid expenses and other current assets                                   19,951            16,564
                                                                        --------------    --------------
        Total current assets                                                  379,024           510,535
   Available for sale security                                                 53,540            54,444
   Property, plant and equipment, net                                         212,394           208,094
   Intangible assets                                                        1,056,094         1,008,153
   Deferred income taxes                                                        7,888             7,870
   Other assets                                                                 6,761             3,268
                                                                        --------------    --------------
        Total assets                                                    $  1,715,701      $  1,792,364
                                                                        ==============    ==============

                   LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                      $     44,049      $     51,899
   Advances and loans from SDS                                                    -              77,762
   Current portion of long-term debt                                           41,542            34,327
   Income taxes payable                                                        34,089            16,604
   Accrued payroll and employee benefits                                       28,619            30,509
   Restructuring reserve                                                        4,256             5,609
   Deferred income taxes                                                          905               807
   Other current liabilities                                                   31,143            23,622
                                                                        --------------    --------------
        Total current liabilities                                             184,603           241,139
   Long-term debt                                                             594,250           649,409
   Securities lending agreement                                                53,540            54,444
   Deferred income taxes                                                       93,649            93,048
   Other liabilities                                                            6,410             4,808
Commitments and contingent liabilities
Shareholders' equity:
   Preferred stock, $0.01 par value; authorized 20,000,000 shares                 -                 -
   Common stock, $0.01 par value; authorized 250,000,000 shares
     issued 105,406,437 and 105,191,692 shares respectively,
     outstanding 105,406,437 and 105,191,692 shares
     respectively                                                               1,054             1,052
   Equity rights, 50 rights at $1.09 per right in and                             -                 -
   Additional paid-in capital                                                 248,097           271,739
   Retained earnings                                                          571,509           531,701
   Accumulated other comprehensive income                                     (37,411)          (54,976)
   Treasury commons to are stock, 220 shares at cost in and                         -                 -
                                                                        --------------    --------------
        Total shareholders' equity                                            783,249           749,516
                                                                        --------------    --------------
        Total liabilities and shareholders' equity                       $  1,715,701      $  1,792,364
                                                                        ==============    ==============
</TABLE>

  See accompanying notes to unaudited consolidated financial statements.



                                       3
<PAGE>   4

                   APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                            MARCH 31,                      MARCH 31,
                                                                     2001            2000           2001            2000
<S>                                                            <C>               <C>            <C>             <C>
Net sales                                                      $      245,104    $    218,074   $    465,862    $    422,957
Cost of sales:
   Cost of products sold                                              124,447         110,775        239,128         215,433
   Depreciation of purchase accounting adjustments                        144             134            268             268
                                                               ---------------   -------------  -------------   -------------
        Total cost of sales                                           124,591         110,909        239,396         215,701
                                                               ---------------   -------------  -------------   -------------
        Gross profit                                                  120,513         107,165        226,466         207,256


Selling, general and administrative expenses                           52,346          45,541         97,932          91,035
Restructuring charge                                                      583                            583             -
Depreciation and amortization of purchase accounting                                                     -               -
   adjustments                                                         10,751           8,663         21,281          17,169
                                                               ---------------   -------------  -------------   -------------
        Total selling, general and administrative adjustments          63,680          54,204        119,796         108,204
                                                               ---------------   -------------  -------------   -------------
        Operating income                                               56,833          52,961        106,670          99,052
Other income (expense):
   Interest expense                                                   (11,864)        (11,983)       (24,392)        (23,895)
   Amortization of deferred financing fees                               (140)           (151)          (249)           (261)
   Other, net                                                           5,488             411          5,266             167
                                                               ---------------   -------------  -------------   -------------
Income from continuing operations before income
   taxes and extraordinary item                                        50,317          41,238         87,295          75,063
Income taxes                                                           20,127          15,898         34,918          29,262
                                                               ---------------   -------------  -------------   -------------
Income from continuing operations before extraordinary
   item                                                                30,190          25,340         52,377          45,801
Discontinued operations (net of income tax expense of $0,
   $9,241 $435, and $15,993)                                             (838)         13,635        (11,824)         23,598
                                                               ---------------   -------------  -------------   -------------

Income before extraordinary item                                       29,352          38,975         40,553          69,399
Extraordinary item                                                                                      (745)            -
                                                               ---------------   -------------  -------------   -------------

Net income                                                     $       29,352    $     38,975   $     39,808    $     69,399
                                                               ===============   =============  =============   =============

Basic earnings per common share from continuing operations     $         0.29    $       0.24   $       0.50    $       0.44
Discontinued operations                                                 (0.01)           0.13          (0.11)           0.23
Extraordinary item                                                        -               -            (0.01)            -
                                                               ---------------   -------------  -------------   -------------
Basic earnings per common share                                $         0.28    $       0.37   $       0.38    $       0.67
                                                               ===============   =============  =============   =============

Diluted earning per common share from continuing operations    $         0.28    $       0.24   $       0.49    $       0.43
Discontinued operations                                                 (0.01)           0.13          (0.11)           0.22
Extraordinary item                                                        -               -            (0.01)            -
                                                               ---------------   -------------  -------------   -------------
Diluted earnings per common share                              $         0.27    $       0.37   $       0.37    $       0.65
                                                               ===============   =============  =============   =============

Weighted average basic shares outstanding                             105,371         104,234        105,332         104,130
Weighted average diluted shares outstanding                           107,480         106,646        107,558         106,488
</TABLE>






     See accompanying notes to unaudited consolidated financial statements.

<PAGE>   5


                   APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED MARCH 31, 2001
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                                                 ADDITIONAL                  OTHER       TREASURY      TOTAL
                                             COMMON    EQUITY     PAID-IN     RETAINED   COMPREHENSIVE    COMMON    SHAREHOLDERS'
                                              STOCK    RIGHTS     CAPITAL     EARNINGS      INCOME         STOCK       EQUITY
                                              -----    ------     -------     --------      ------         -----       ------
<S>                                           <C>      <C>      <C>          <C>          <C>            <C>        <C>
Balance at September 30, 2000                 $1,052   $  -     $ 271,739    $  531,701   $   (54,976)   $   -       $  749,516
   Cumulative effect of accounting change
     for cash flow hedge, net of tax effect
     of $1,687                                                                                  2,530                     2,530
Comprehensive income:
   Net income                                                                    39,808                                  39,808
   Translation adjustment                                                                       4,381                     4,381
   Adjustment to interest rate swap
     agreement upon sale, net of tax
     benefit of $984                                                                           (1,475)                   (1,475)
   Amortization of gain on sale of interest                                                                                 -
     rate swaps, net of tax benefit of $169                                                      (255)                     (255)
   Unrealized loss on security available                                                                                    -
     for sale, net of tax benefit of $362                                                        (542)                     (542)
                                              -------  -------  ----------   -----------  ------------   --------    -----------
Total comprehensive income                       -        -             -        39,808         4,639        -           44,447
Shares issued in connection with
   stock options                                   2                2,302                                                 2,304
Tax benefit related to stock options                                1,083                                                 1,083
Distribution of the equity of Sybron Dental
   Specialties, Inc. on December 11, 2000,
   net of dividends of $142,880                                   (27,027)                     12,926                   (14,101)
                                              -------  -------  ----------   -----------  ------------   --------    -----------
Balance at March 31, 2001                     $1,054   $  -     $ 248,097    $  571,509   $   (37,411)   $   -       $  783,249
                                              =======  =======  ==========   ===========  ============   ========    ===========
</TABLE>



     See accompanying notes to unaudited consolidated financial statements.

<PAGE>   6


                   APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             SIX MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                              2001         2000
                                                                                              ----         ----
<S>                                                                                     <C>             <C>
Cash flows from operating activities:
   Net income                                                                           $     39,808     $  69,399
   Adjustments to reconcile net income to net cash provided by operating activities
     Discontinued operations                                                                  11,824       (23,598)
     Depreciation                                                                             16,536        14,127
     Amortization                                                                             20,610        17,159
     Gain on sale of property, plant and equipment                                            (4,962)           68
     Provision for losses on doubtful accounts                                                  (290)          242
     Inventory provisions                                                                      1,161          (485)
     Deferred income taxes                                                                       632         4,006
     Extraordinary items                                                                         745           -
     Net changes in assets and liabilities, net of effects of spun-off business
     and businesses acquired                                                                 (20,795)      (44,321)
                                                                                        -------------   -----------
        Net cash provided by operating activities                                             65,269        36,597
                                                                                        -------------   -----------
Cash flows from investing activities:
   Capital expenditures                                                                      (24,171)      (18,768)
   Proceeds from sales of property, plant and equipment                                       10,731           289
   Proceeds from sale of NPT                                                                     -          (2,600)
   Dividends received from SDS                                                                67,900           -
   Capital contributions paid to SDS                                                          (4,623)      (20,398)
   Distribution of the net equity of SDS                                                     (14,101)          -
   Net change in advances and loans to SDS                                                    (2,782)       61,275
   Net payment for businesses acquired                                                       (51,206)     (121,664)
                                                                                        -------------   -----------
        Net cash used in investing activities                                                (18,252)     (101,866)
                                                                                        -------------   -----------
Cash flows from financing activities
   Proceeds from long-term debt                                                              333,619           -
   Principal payments on long-term debt                                                     (381,012)         (583)
   Proceeds from the exercise of stock options                                                 2,304         4,645
   Refinancing fees paid                                                                      (3,900)         (197)
   Proceeds from revolving credit facility                                                   359,540       192,000
   Principal payments on revolving credit facility                                          (358,640)     (133,500)
   Other financing activities                                                                 (1,042)       (2,676)
                                                                                        -------------   -----------
        Net cash (used in) provided by financing activities                                  (49,131)       59,689
                                                                                        -------------   -----------
Effect of exchange rate changes on cash and cash equivalents                                   1,816          (433)
                                                                                        -------------   -----------
Net decrease in cash and cash equivalents                                                       (298)       (6,013)
Cash and cash equivalents at beginning of period                                              12,411        12,401
                                                                                        -------------   -----------
Cash and cash equivalents at end of period                                             $      12,113      $  6,388
                                                                                        =============   ===========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.






                                       6
<PAGE>   7


                   APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              SIX MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                             2001           2000
                                                                                             ----           ----
<S>                                                                                    <C>              <C>
Net changes in assets and liabilities, net of effects of spun-off business and
 businesses acquired:
   Increase in accounts receivable                                                     $     (3,445)    $   (15,392)
   Increase in inventories                                                                  (15,629)         (7,033)
   Increase in prepaid expenses and other current assets                                     (2,647)         (2,945)
   Decrease in accounts payable                                                              (8,871)         (4,032)
   Increase (decrease) in income taxes payable                                               17,136          (1,636)
   Decrease in other current liabilities                                                     (7,184)        (10,204)
   Increase (decrease) in accrued payroll and employee benefits                               4,670          (4,607)
   Decrease in restructuring reserve                                                         (4,081)           (367)
   Net change in other assets and liabilities                                                  (744)          1,895
                                                                                       --------------   -------------
      Net changes in asset and liabilities, net of effect of spun-off
      business and businesses acquired                                                 $    (20,795)    $   (44,321)
                                                                                       ==============   =============


Supplemental disclosures of cash flow information:
Cash paid during the year for:
   Interest                                                                            $     25,665     $    33,639
                                                                                       ==============   =============
   Income taxes                                                                        $     21,147     $    32,829
                                                                                       ==============   =============

Capital lease obligations incurred                                                     $        -       $        43
                                                                                       ==============   =============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.











                                       7
<PAGE>   8


                   APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)


1.   BASIS OF PRESENTATION

     In the opinion of management, all adjustments that are necessary for a fair
     statement of the results for the interim periods presented have been
     included. The results for the three and six month periods ended March 31,
     2001 are not necessarily indicative of the results to be expected for the
     full year. The financial statements have been prepared in accordance with
     the instructions to Form 10-Q and do not include all of the information and
     note disclosures required by generally accepted accounting principles in
     the United States. These statements should only be read in conjunction with
     the Company's annual report on Form 10-K for the fiscal year ended
     September 30, 2000. Certain prior period amounts have been reclassified to
     conform to the current period presentation.

     On January 30, 2001, the Company's shareholders voted to change the name of
     the Company from Sybron International Corporation to Apogent Technologies
     Inc. As used in these Notes to the Unaudited Consolidated Financial
     Statements, the term "Company" means Sybron International Corporation for
     the period prior to January 30, 2001 and Apogent Technologies Inc.
     thereafter.

2.   INVENTORIES

     Inventories at March 31, 2001 and September 30, 2000 consist of the
following:
<TABLE>
<CAPTION>
                                               MARCH 31,        SEPTEMBER 30,
                                                 2001               2000
                                                 ----               ----
<S>                                            <C>                <C>
Raw materials and supplies                     $ 64,705           $ 59,178
Work in process                                  26,802             29,848
Finished goods                                   71,587             57,015
LIFO reserve                                     (7,019)            (4,262)
                                              ----------         ----------
                                               $156,075           $141,779
                                              ==========         ==========
</TABLE>



3.   ACQUISITIONS

     During the six-month period ended March 31, 2001, the Company completed two
     acquisitions for cash. The aggregate purchase price (which was not
     significant individually or in the aggregate), net of cash acquired, was
     approximately $62 million. Both of these acquisitions were accounted for as
     purchase transactions. Accordingly, the results of these acquisitions were
     included as of the date they were acquired. Total goodwill and intangibles
     for the acquired companies was approximately $62 million, and will be
     amortized over 3 to 40 years. Descriptions of the acquired companies are as
     follows:


<PAGE>   9

         a)   On November 9, 2000, the Company acquired Vacuum Process
              Technology, Inc. ("VPT") located in Plymouth, MA., a leading
              manufacturer of state-of-the-art thin film deposition equipment,
              which is sold to a wide variety of companies in the internet
              infrastructure, optical and semiconductor industries. VPT's sales
              revenue for the fiscal year is expected to be approximately $18.4
              million. VPT is included in the Clinical and Industrial business
              segment.
         b)   On March 1, 2001, the Company acquired BioRobotics Group Limited
              ("BioRobotics") located in Haslingfield, England. BioRobotics is a
              leading provider of automated instrumentation solutions used in
              functional genomics. Sales revenues are expected to be
              approximately $19 million for the twelve months ending
              February 28, 2002. BioRobotics is included in the Labware and Life
              Sciences business segment.

     Two acquisitions were completed for cash after the second fiscal quarter
     2001 and will be accounted for as purchase transactions. The aggregate
     purchase price (which was not significant individually or in the aggregate)
     was approximately $75 million. The results of these acquisitions will be
     included as of the date they were acquired. The allocations of the purchase
     prices for these acquisitions are being assessed currently. Descriptions of
     these acquisitions are as follows:

         a)   On April 10, 2001, the Company acquired Advanced Biotechnologies
              Limited ("ABgene"), located in Epsom, England. ABgene is a leading
              manufacturer of a comprehensive range of molecular biology
              reagents and special plastic consumables for the life sciences
              market. ABgene's sales revenues for the year ended March 31, 2001
              were approximately $21 million. ABgene will be included in the
              Labware and Life Sciences business segment.
         b)   On April 10, 2001, the Company acquired the disposable glass
              culture tube business ("DCT Business") of Kimble Glass, Inc.
              located in Vineland, New Jersey. The DCT Business will be owned by
              and consolidated into the Company's subsidiary, Chase Scientific
              Glass, Inc., which currently manufactures disposable glass culture
              tubes ("DCTs"). Sales revenue from this business is expected to be
              approximately $5.8 million for the year ending December 31, 2001.
              DCTs are used in a variety of general laboratory applications,
              particularly in blood collection, blood banking, urinalysis, and
              certain cell culture procedures. Chase Scientific Glass, Inc. is
              currently included in the Clinical and Industrial business
              segment.



4.   RESTRUCTURING

     In June 1998, the Company recorded a restructuring charge of approximately
     $8,500 (approximately $5,400 after tax or $.05 per share on a diluted
     basis) for the rationalization of certain acquired companies, combination
     of certain duplicate production facilities, movement of certain customer
     service and marketing functions, and the exiting of several product lines.
     The restructuring charge was classified as components of cost of sales
     (approximately $1,800 relating to the write-off of inventory discussed
     below), and selling, general and administrative expenses (approximately
     $6,700).

     Restructuring activity since June 30, 1998 and its components are as
follows:




                                       9
<PAGE>   10

<TABLE>
<CAPTION>
                                                          LEASE     INVENTORY    FIXED
                                            SEVERANCE    PAYMENTS   WRITE-OFF   ASSETS   GOODWILL
                                               (a)         (b)         (c)        (c)      (d)       TOTAL
                                            ---------   ---------   ---------   -------- --------   -------
<S>                                         <C>         <C>         <C>         <C>      <C>        <C>
1998 Restructuring Charge....                 $3,400      $ 200      $ 1,800     $1,000   $ 2,100    $8,500
1998 Cash Payments...........                    900        100           --         --        --     1,000
1998 Non-Cash Charges........                     --         --        1,800      1,000     2,100     4,900
                                              ------      -----      -------     ------   -------    ------
September 30, 1998 balance...                 $2,500      $ 100      $    --     $   --   $    --    $2,600
1999 Cash Payments...........                  1,900        100           --         --        --     2,000
Adjustments(a)...............                    300         --           --         --        --       300
                                              ------      -----      -------     ------   -------    ------
September 30, 1999 balance...                 $  900      $  --      $    --     $   --   $    --    $  900
2000 Cash Payments...........                    700         --           --         --        --       700
                                              ------      -----      -------     ------   -------    ------
September 30, 2000 balance...                 $  200      $  --      $    --     $   --   $    --    $  200
2001 Cash payments...........                    100         --           --         --        --       100
                                              ------      -----      -------     ------   -------    ------
March 31, 2001 balance.......                 $  100      $  --      $    --     $   --   $    --    $  100
                                              ======      =====      =======     ======   =======    ======
</TABLE>

     (a)      Amount represents severance and termination costs for
              approximately 65 terminated employees (primarily sales and
              marketing personnel). As of March 31, 2001, all employees have
              been terminated as a result of the restructuring plan. Payments
              will continue to certain employees previously terminated under
              this restructuring plan. An adjustment of approximately $300 was
              made in the third quarter of fiscal 1999 to adjust the accrual
              primarily representing under accruals for anticipated costs
              associated with outplacement services, accrued fringe benefits,
              and severance associated with employees who were previously
              notified of termination. No additional employees will be
              terminated under this restructuring plan.

     (b)      Amount represents lease payments on exited facilities.

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

     (d)      Amount represents goodwill associated with exited product lines.


     The Company expects to make future cash payments of approximately $100
     during the remainder of fiscal 2001.

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

<TABLE>
<CAPTION>
                                                           FIXED       LEASE      SHUT-DOWN
                                    SEVERANCE  INVENTORY   ASSETS   COMMITMENTS     COSTS        TAX
                                       (a)        (b)       (b)         (c)          (c)         (d)     OTHER      TOTAL
                                    ---------  ---------  -------  -------------  ----------   -------   ------  ----------
<S>                                 <C>        <C>        <C>      <C>            <C>          <C>      <C>      <C>
     2000 Restructuring charge...     $5,500    $ 2,100   $ 1,000      $ 500         $ 300     $ 1,000  $  900   $11,300
     2000 Cash payments..........      1,100         --        --         --            --          --      --     1,100
     2000 Non-cash charges.......         --      2,100     1,000         --            --          --     800     3,900
                                      ------    -------   -------      -----         -----     -------  ------   -------
     September 30, 2000 balance..     $4,400    $    --   $    --      $ 500         $ 300     $ 1,000  $  100   $ 6,300
     Adjustments (e).............        600                                                                         600
     2001 Cash payments..........      1,600         --        --        100           100          --      --     1,800
                                      ------    -------   -------      -----        ------     -------  ------   -------
     March 31, 2001 balance          $ 3,400   $     --   $    --      $ 400         $ 200     $ 1,000  $  100   $ 5,100
                                     =======   ========   =======      =====         =====     =======  ======   =======
</TABLE>


                                       10
<PAGE>   11



     (a)      Amount represents severance and termination costs for 151
              terminated employees (primarily sales, marketing and corporate
              personnel). As of March 31, 2000, 115 employees have been
              terminated as a result of the restructuring plan.

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

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

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

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


     The Company expects to make future cash payments of approximately $3,500,
     and $800 in each of the remaining two quarters of fiscal 2001 and $1,200 in
     fiscal 2002 and beyond.

5.   DISCONTINUED OPERATIONS

     On November 8, 2000, the Company announced that it had declared a pro rata
     distribution (or spin-off) to its shareholders of the common stock and
     related preferred stock purchase rights of Sybron Dental Specialties, Inc.
     (the "Distribution"). Shareholders of record as of November 30, 2000
     received one share of Sybron Dental Specialties, Inc. ("SDS") common stock
     for every three shares of Sybron International common stock they owned.
     These consolidated financial statements have reclassified SDS and its
     affiliates to discontinued operations. On December 11, 2000, the
     Distribution was completed. The Company received no proceeds in connection
     with the Distribution.

     Immediately prior to the Distribution, Sybron Dental Management, Inc.
     ("SDM") then a subsidiary of Sybron, paid a dividend of $142,880 to Sybron,
     of which $67,900 was paid in cash and $74,980 was a settlement of
     intercompany loans and advances and to reflect an allocation of additional
     bank debt to SDS. Immediately after payment of this dividend, SDM became a
     subsidiary of SDS. The total allocation of bank debt to SDS was $375,000.

     For the six months ended March 31, 2001 and 2000, the Company has included
     a net loss of $11,800 and net income of $23,600 from discontinued
     operations, respectively. The net loss in 2001 included transaction
     expenses of $12,500 relating to the Distribution of SDS. Revenues and net
     income from SDS through the date of the spin-off (through December 11,
     2000) were $67,400 and $638, respectively and offset the transaction
     expenses. Revenues and net income from SDS for the six months ended March
     31, 1999 were $201,600, and $23,600, respectively.

     As a result, these consolidated financial statements have reclassified SDS
     and its affiliates to discontinued operations. SDS now owns and operates
     what were formerly the Company's Professional Dental, Orthodontics and
     Infection Control Products business segments. The components of net assets
     held for sale of discontinued operations included in the consolidated
     balance sheet September 30, 2000 are as follows:
<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,
                                                                  2000
                                                              -------------
<S>                                                           <C>
                   Cash..................................      $   5,783
                   Net account receivables...............         85,767
                   Net inventories.......................         74,383
                   Other current assets..................          6,497
                   Advances and loans to Sybron                   77,762
                   International.........................
                   Property plant and equipment-- net....         55,326
                   Intangible assets.....................        220,705
                   Other assets..........................          6,967
                   Current portion of long term debt.....        (21,761)
                   Accounts payable......................        (11,351)
                   Income taxes payable..................         (5,680)
                   Accrued liabilities...................        (27,859)
                   Deferred income taxes-- net...........         (6,252)
                   Long term debt........................       (298,482)
                   Other liabilities.....................         (8,835)
                                                               ---------
                                                               $ 152,970
                                                               =========
</TABLE>



                                       11
<PAGE>   12

6.   CREDIT AGREEMENTS

     Until December 11, 2000, Sybron and its principal domestic subsidiaries
     (including certain subsidiaries of SDS) were parties to a credit agreement
     (as amended, the "Previous Credit Agreement") with The Chase Manhattan Bank
     ("Chase") and certain other lenders providing for a term A loan facility of
     $300,000 (the "Tranche A Term Loan Facility"), a term B loan facility of
     $300,000 (the "Tranche B Term Loan Facility") and a revolving credit
     facility of up to $600,000 (the "Previous Revolving Credit Facility").

     In connection with the Distribution, on December 1, 2000, the Company
     entered into a new credit agreement (the "Credit Agreement") with Chase and
     certain other lenders providing for a term loan of $300,000. On April 4,
     2001 the Company repaid the Term Loan Facility in full (see Note 11 to the
     unaudited consolidated financial statements).


                                       12
<PAGE>   13

     For the six months ending March 31, 2001 the Company recorded an
     extraordinary loss of $745 after taxes as a result of entering into the new
     credit agreement. This loss related to the write-off of deferred financing
     costs associated with the Previous Credit Agreement.


7.   DERIVATIVE INSTRUMENTS

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

     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
     various derivative financial 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.

     On December 11, 2000, the Company extinguished the variable rate long-term
     debt to which the swaps were designated and as a result the interest rate
     swaps ceased to be accounted for as hedges. On December 12, 2000, the
     Company sold the interest rate swaps for an aggregate gain of $1,055, net
     of tax. Upon sale of the interest rate swaps, the Company reduced the
     unrealized gain recorded at October 1, 2000 in other comprehensive income
     to reflect the fair market value net of tax on the date of sale. Because
     these interest rate swaps were designated as a hedge against future
     variable rate interest payments and the extinguished debt, the gain will
     continue to be carried in other comprehensive income and recognized as an
     adjustment of yield interest expense of the New Credit Facilities (see
     note 6) over the remaining term of the interest rate contract. For the
     period December 12, 2000 through March 31, 2001, the Company recognized a
     gain of $255, net of tax.

     In March 2001, we entered into two foreign currency options to hedge
     against the effect of fluctuations in foreign exchange rates on two notes
     issued in British Pounds. The options of $11,500 GPB and $11,750 GPB have
     maturity dates approximating those of the notes, of July 31, 2002 and July
     2003, respectively. Both options were priced at $0.69 GBP.






                                       13
<PAGE>   14
8.   STOCK OPTIONS

     On December 11, 2000, in connection with the spin-off of SDS, certain
     employees of SDS exchanged 1,320,515 outstanding options to purchase Sybron
     International Corporation common stock for 2,331,214 options to purchase
     Sybron Dental Specialties, Inc. common stock. All remaining stock options
     (owned by remaining employees and directors of the Company) were adjusted
     by adjusting the exercise price and the number of shares subject to each
     such option to reflect the change in market value of the Company's common
     stock resulting from the spin-off, so that the intrinsic value of the
     options (the spread between the market value and the exercise price of the
     option shares) after the spin-off was equal to their intrinsic value
     immediately prior to the spin-off. The spread on options for fractional
     shares resulting from the exchange or adjustment was paid in cash. As a
     result of these exchanges and adjustments, the number of outstanding
     employee and director stock options increased by 391,458 shares and the
     average exercise price decreased by approximately $3.80.


9.   SEGMENT INFORMATION

     The Company's operating subsidiaries are engaged in the manufacture and
     sale of laboratory products in the United States and other countries. The
     Company's products are categorized in the business segments of a) Labware
     and Life Sciences, b) Clinical and Industrial, c) Diagnostics and
     Microbiology, and d) Laboratory Equipment.

     Information on these business segments is summarized below:


<TABLE>
<CAPTION>
                                           Labware     Clinical    Diagnostics
                                           and Life      and           and       Laboratory                                 Total
                                           Sciences   Industrial   Microbiology   Equipment   Eliminations (a)  Other (a)  Company
                                           --------   ----------   ------------   ---------   ----------------  ---------  -------
<S>                                        <C>        <C>          <C>           <C>          <C>               <C>        <C>
THREE MONTHS ENDED MARCH 31, 2000
   Revenues:
     External customer                     $ 85,584   $   54,666   $    53,179   $   24,645                                $ 218,074
     Intersegment                               285        1,768            91          229        (2,216)                       157
        Total revenues                       85,869       56,434        53,270       24,874        (2,216)                   218,231
     Gross profit                            45,166       23,264        28,434       10,301                                  107,165
     Selling, general and administrative     23,773        9,248        14,022        5,292                      1,869        54,204
     Operating income                        21,393       14,016        14,412        5,009                     (1,869)       52,961

THREE MONTHS ENDED MARCH 31, 2001
     Revenues:
        External customer                    97,665       61,762        59,801       25,876                                  245,104
        Intersegment                            319        2,281           147           97        (2,844)                       -
             Total revenues                  97,984       64,043        59,948       25,973        (2,844)                   245,104
     Gross profit                            51,848       25,552        31,985       11,128                                  120,513
     Selling, general and administrative     27,113       11,626        16,635        5,758                      2,548        63,680
     Operating income                        24,734       13,926        15,350        5,371                     (2,548)       56,833

Segment assets                              639,155      329,942       523,810      124,987                     97,807     1,715,701
</TABLE>





                                       14
<PAGE>   15


<TABLE>
<CAPTION>
                                           Labware      Clinical   Diagnostics
                                           and Life       and          and       Laboratory                                 Total
                                           Sciences    Industrial  Microbiology   Equipment   Eliminations (a)  Other (a)  Company
                                           --------    ----------  ------------   ---------   ----------------  ---------  -------
<S>                                       <C>          <C>          <C>            <C>          <C>               <C>      <C>

SIX MONTHS ENDED MARCH 31, 2000
     Revenues:
        External customer                 $ 165,482   $  106,577    $  103,795    $   47,103     $   -          $   -      $ 422,957
        Intersegment                            638        3,326           193           443      (4,315)           -            285
             Total revenues                 166,120      109,903       103,988        47,546      (4,315)           -        423,242
     Gross profit                            86,023       44,910        56,433        19,890         -              -        207,256
     Selling, general and administrative     46,978       18,195        28,862        10,362         -            3,807      108,204
     Operating income                        39,045       26,715        27,571         9,528         -           (3,807)      99,052

SIX MONTHS ENDED MARCH 31, 2001
     Revenues:
        External customer                   182,528      118,270       114,313        50,751         -              -        465,862
        Intersegment                            637        4,144           299           264      (5,276)           -             68
             Total revenues                 183,165      122,413       114,612        51,016      (5,276)           -        465,930
     Gross profit                            95,097       48,786        60,820        21,763         -              -        226,466
     Selling, general and administrative     51,106       21,597        31,742        10,715         -            4,636      119,796
     Operating income                        43,990       27,189        29,078        11,049         -           (4,636)     106,670

     Segment assets                         639,155      329,942       523,810       124,987                     97,807    1,715,701
</TABLE>

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

10.  CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

     Below are the condensed consolidating balance sheets, statements of
     operations and statements of cash flows for Apogent Technologies Inc., as
     of March 31, 2001 and September 30, 2000 and for the six months ended March
     31, 2001 and fiscal year ended September 30, 2000.

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





                                       15
<PAGE>   16
CONDENSED CONSOLIDATING BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                 As of March 31, 2001
                                                       -------------------------------------------------------------------------
                                                                                          Non
                                                         Apogent         Guarantor     Guarantor
(In thousands)                                         Technologies     Subsidiaries  Subsidiaries  Eliminations    Consolidated
                                                       ------------     ------------  ------------  ------------    ------------
<S>                                                    <C>              <C>           <C>           <C>             <C>
                       ASSETS
Current assets:
     Cash and cash equivalents                         $      5,468     $          -  $     11,876  $     (5,231)   $     12,113
     Accounts receivable, net                                     -          146,734        31,096             -         177,830
     Inventories, net                                         1,263          131,426        28,081        (4,695)        156,075
     Other current assets                                    14,731           13,140         5,135             -          33,006
                                                       ------------     ------------  ------------  ------------    ------------
            Total current assets                             21,462          291,300        76,188        (9,926)        379,024

     Property, plant and equipment, net                       9,207          163,499        39,688             -         212,394
     Intangible assets                                        6,427          898,681       150,986             -       1,056,094
     Deferred income taxes                                    7,888                -             -             -           7,888
     Investment in subsidiaries                           1,508,388           51,496                  (1,559,884)              -
     Other assets                                            53,540            5,079         1,682             -          60,301
                                                       ------------     ------------  ------------  ------------    ------------
            Total assets                               $  1,606,912     $  1,410,055  $    268,544  $ (1,569,810)   $  1,715,701
                                                       ============     ============  ============  ============    ============

        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                  $        273     $     40,384  $      8,623   $    (5,231)   $     44,049
     Current portion of long-term debt                            -           41,491            51             -          41,542
     Income taxes payable                                    19,999           11,574         2,516             -          34,089
     Accrued expenses and other current liabilities          10,297           30,484        24,142             -          64,923
                                                       ------------     ------------  ------------  ------------    ------------
            Total current liabilities                        30,569          123,933        35,332        (5,231)        184,603
                                                       ------------     ------------  ------------  ------------    ------------
     Long-term debt                                               -          594,223            27             -         594,250
     Securities lending agreement                            53,540                -             -             -          53,540
     Deferred income taxes                                   68,114           17,777         7,758             -          93,649
     Other liabilities                                        3,959            1,304         1,147             -           6,410
     Net intercompany payable/(receivable)                  104,478         (195,909)       93,297        (1,866)              -
     Commitments and contingent liabilities
     Shareholders' equity
         Preferred stock                                          -                -             -             -               -
         Common stock                                         1,054                -             -             -           1,054
         Equity rights                                            -                -             -             -               -
         Additional paid-in-capital                         248,097        1,436,394       123,490    (1,559,884)        248,097
         Retained earnings (deficit)                      1,094,451         (567,667)       47,554        (2,829)        571,509
         Other comprehensive income                           2,650                -       (40,061)            -         (37,411)
         Treasury stock (at cost)                                 -                -             -             -               -
                                                       ------------     ------------  ------------  ------------    ------------
            Total shareholders' equity                    1,346,252          868,727       130,983    (1,562,713)        783,249
                                                       ------------     ------------  ------------  ------------    ------------
            Total liabilities and shareholders'
            equity                                     $  1,606,912     $  1,410,055  $    268,544  $ (1,569,810)   $  1,715,701
                                                       ============     ============  ============  ============    ============

</TABLE>






                                       16

<PAGE>   17


        CONDENSED CONSOLIDATING BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         As of September 30, 2000
                                                 ------------------------------------------------------------------------
                                                                                   Non
                                                   Apogent        Guarantor      Guarantor
(In thousands)                                   Technologies    Subsidiaries   Subsidiaries   Eliminations  Consolidated
                                                 ------------    ------------   ------------   ------------  ------------
                    ASSETS

<S>                                              <C>             <C>            <C>            <C>           <C>
Current assets:
     Cash and cash equivalents                         $    7,086   $         -  $    7,902    $  (2,577)   $   12,411
     Accounts receivable, net                                   -       146,564      27,021            -       173,585
     Inventories, net                                       1,187       120,399      24,020       (3,827)      141,779
     Net assets held for discontinued operations          152,970             -           -            -       152,970
     Other current assets                                  16,467        28,387       4,112      (19,176)       29,790
                                                       -----------  ------------ -----------  -----------   -----------
           Total current assets                           177,710       295,350      63,055      (25,580)      510,535

     Property, plant and equipment, net                     8,840       162,431      36,823            -       208,094
     Intangible assets                                      2,922       895,583     109,648            -     1,008,153
     Deferred income taxes                                 12,563        (4,693)          -            -         7,870
     Investment in subsidiaries                           813,152        51,069           -     (864,221)            -
     Other assets                                          52,154         3,914       1,644            -        57,712
                                                       -----------  ------------ -----------  -----------   -----------
           Total assets                                $1,067,341   $ 1,403,654  $  211,170   $ (889,801)   $1,792,364
                                                       ===========  ============ ===========  ===========   ===========
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                  $      594   $    37,361  $   16,521   $   (2,577)   $   51,899
     Advances and loans from SDS                           77,762             -           -            -        77,762
     Current portion of long-term debt                        -          34,252          75            -        34,327
     Income taxes payable                                  34,117             -       2,523      (20,036)       16,604
     Accrued expenses and other current liabilities        17,331        29,782      13,434            -        60,547
                                                       -----------  ------------ -----------  -----------   -----------
           Total current liabilities                      129,804       101,395      32,553      (22,613)      241,139
                                                       -----------  ------------ -----------  -----------   -----------

     Long-term debt                                             -       649,383          26            -       649,409
     Securities lending agreement                          54,444             -           -            -        54,444
     Deferred income taxes                                 70,388        14,793       7,867                     93,048
     Other liabilities                                      1,164         3,772       1,060       (1,188)        4,808
     Net intercompany payable/(receivable)               (519,063)      463,622      55,232          209             -
     Commitments and contingent liabilities                     -             -           -            -
     Shareholders' equity
        Preferred stock                                         -             -           -            -             -
        Common stock                                        1,052             -           -                      1,052
        Equity rights                                           -             -           -            -             -
        Additional paid-in-capital                        271,739       786,251      77,970     (864,221)      271,739
        Retained earnings (deficit)                     1,055,421      (615,562)     93,830       (1,988)      531,701
        Other comprehensive income                          2,392             -     (57,368)           -       (54,976)
        Treasury stock (at cost)                                -             -           -            -             -
                                                       -----------  ------------ -----------  -----------   -----------
           Total shareholders' equity                   1,330,604       170,689     114,432     (866,209)      749,516
                                                       -----------  ------------ -----------  -----------   -----------
           Total liabilities and shareholders' equity  $1,067,341   $ 1,403,654  $  211,170   $ (889,801)   $1,792,364
                                                       ===========  ============ ===========  ===========   ===========
</TABLE>



                                       17

<PAGE>   18
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>


                                                                        For the Three Months Ended March 31, 2001
                                                         -------------------------------------------------------------------------
                                                                                              Non
                                                           Apogent         Guarantor       Guarantor
(In thousands)                                           Technologies    Subsidiaries    Subsidiaries  Eliminations   Consolidated
                                                         ------------    ------------    ------------  ------------   ------------

<S>                                                      <C>             <C>             <C>           <C>            <C>
Net sales                                                                $    213,689    $     44,594  $   (13,179)   $    245,104
Cost of sales                                                                 111,386          26,204      (12,999)        124,591
                                                         ------------    ------------    ------------  -----------    ------------
          Gross profit                                              -         102,303          18,390         (180)        120,513
Selling, general and administrative expenses                   11,417          42,354           9,909                       63,680
                                                         ------------    ------------    ------------  -----------    ------------
Operating income                                              (11,417)         59,949           8,481         (180)         56,833
Other income (expense):
         Interest expense                                                     (11,864)              -                      (11,864)
         Other, net                                             4,373           1,489           (514)                        5,348
                                                         ------------    ------------    ------------  -----------    ------------
Income before income taxes and discontinued operations         (7,044)         49,574           7,967         (180)         50,317
Income taxes                                                   (2,889)         19,830           3,187                       20,127
                                                         ------------    ------------    ------------  -----------    ------------
Income from continuing operations                              (4,155)         29,744           4,780         (180)         30,190
Discontinued operations                                          (838)              -               -            -            (838)
                                                         ------------    ------------    ------------  -----------    ------------
Net income                                               $     (4,993)   $     29,744    $      4,780  $      (180)   $     29,352
                                                         ============    ============    ============  ===========    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                        For the Three Months Ended March 31, 2000
                                                         -------------------------------------------------------------------------
                                                                                              Non
                                                           Apogent         Guarantor       Guarantor
(In thousands)                                           Technologies    Subsidiaries    Subsidiaries  Eliminations   Consolidated
                                                         ------------    ------------    ------------  ------------   ------------

<S>                                                      <C>             <C>             <C>           <C>            <C>
Net sales                                                $          -    $    191,338    $     37,758  $   (11,022)   $    218,074
Cost of sales                                                       -          99,391          22,374      (10,856)        110,909
                                                         ------------    ------------    ------------  -----------    ------------
         Gross profit                                               -          91,947          15,384         (166)        107,165
Selling, general and administrative expenses                    2,535          43,383           8,286                       54,204
                                                         ------------    ------------    ------------  -----------    ------------
Operating income                                              (2,535)          48,564           7,098         (166)         52,961
Other income (expense):
         Interest expense                                           -         (11,948)            (35)                     (11,983)
         Other, net                                               487             319            (546)                         260
                                                         ------------    ------------    ------------  -----------    ------------
Income before income taxes and discontinued operations        (2,048)          36,935           6,517         (166)         41,238
Income taxes                                                  (1,483)          14,774           2,607                       15,898
                                                         ------------    ------------    ------------  -----------    ------------
Income from continuing operations                               (565)          22,161           3,910         (166)         25,340
Discontinued operations                                        13,635               -               -            -          13,635
                                                         ------------    ------------    ------------  -----------    ------------
Net income                                               $     13,070    $     22,161    $      3,910  $      (166)   $     38,975
                                                         ============    ============    ============  ===========    ============
</TABLE>







                                       18






<PAGE>   19
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - (CONTINUED)

<TABLE>
<CAPTION>
                                                                      For the Six Months Ended March 31, 2001
                                                      -------------------------------------------------------------------------
                                                                                         Non
                                                         Apogent      Guarantor       Guarantor
(In thousands)                                        Technologies   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                                                      ------------   ------------   ------------    ------------   ------------
<S>                                                       <C>         <C>             <C>           <C>              <C>
Net sales                                               $        -    $  410,439      $   79,517    $    (24,094)    $  465,862
Cost of sales                                                    -       216,009          46,604         (23,217)       239,396
                                                      ------------    ----------      ----------    ------------     ----------
         Gross profit                                            -       194,430          32,913            (877)       226,466
Selling, general and administrative expenses                16,035        85,189          18,572                        119,796
                                                      ------------    ----------      ----------    ------------     ----------
Operating income                                           (16,035)      109,241          14,341            (877)       106,670
Other income (expense):
         Interest expense                                        -      (24,377)            (15)                        (24,392)
         Other, net                                          3,785         1,630           (398)                          5,017
                                                      ------------    ----------      ----------    ------------     ----------
Income before income taxes, discontinued operations
     and extraordinary item                                (12,250)       86,494          13,928            (877)        87,295
Income taxes                                                (5,251)       34,598           5,571                         34,918
                                                      ------------    ----------      ----------    ------------     ----------
Income from continuing operations before
     extraordinary item                                     (6,999)       51,896           8,357            (877)        52,377
Discontinued operations                                    (11,824)            -               -               -        (11,824)
                                                      ------------    ----------      ----------    ------------     ----------
Income before extraordinary item                           (18,823)       51,896           8,357            (877)        40,553
Extraordinary item                                                          (745)                                          (745)
                                                      ------------    ----------      ----------    ------------     ----------
Net income                                              $  (18,823)   $   51,151      $    8,357    $       (877)    $   39,808
                                                      ============    ==========      ==========    ============     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                      For the Six Months Ended March 31, 2000
                                                      -------------------------------------------------------------------------
                                                                                         Non
                                                         Apogent      Guarantor       Guarantor
(In thousands)                                        Technologies   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                                                      ------------   ------------   ------------    ------------   ------------
<S>                                                       <C>         <C>             <C>           <C>              <C>
Net sales                                               $        -    $  371,656      $   71,982    $    (20,681)    $  422,957
Cost of sales                                                            193,390          42,541         (20,230)       215,701
                                                      ------------    ----------      ----------    ------------     ----------
         Gross profit                                            -       178,266          29,441            (451)       207,256
Selling, general and administrative expenses                 3,890        87,732          16,582                        108,204
                                                      ------------    ----------      ----------    ------------     ----------
Operating income                                            (3,890)       90,534          12,859            (451)        99,052
Other income (expense):
         Interest expense                                        -       (23,835)            (60)                       (23,895)
         Other, net                                            459           173            (726)                           (94)
                                                      ------------    ----------      ----------    ------------     ----------
Income before income taxes and discontinued
operations                                                  (3,431)       66,872          12,073            (451)        75,063
Income taxes                                                (2,316)       26,749           4,829                         29,262
                                                      ------------    ----------      ----------    ------------     ----------
Income from continuing operations                           (1,115)       40,123           7,244            (451)        45,801
Discontinued operations                                     23,598             -               -               -         23,598
                                                      ------------    ----------      ----------    ------------     ----------
Net income                                              $   22,483     $  40,123      $    7,244    $       (451)    $   69,399
                                                      ============    ==========      ==========    ============     ==========

</TABLE>


                                       20
<PAGE>   20
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            For the Six Months Ended March 31, 2001
                                                            --------------------------------------------------------------------
                                                                                              Non
                                                              Apogent        Guarantor     Guarantor
(In thousands)                                              Technologies    Subsidiaries  Subsidiaries  Eliminations   Consolidated
                                                            ------------    ------------  ------------  ------------   ------------

<S>                                                         <C>             <C>             <C>         <C>            <C>
Cash flows (used in) provided by operating activities:      $   (52,215)    $   111,617    $     5,867  $          -   $     65,269
                                                            -----------     -----------    -----------  ------------   ------------
Cash flows from investing activities:
     Capital expenditures                                        (6,738)        (13,712)        (3,721)            -        (24,171)
     Proceeds from sales of property, plant and
     equipment                                                    9,679           1,017             35             -         10,731
     Net cash inflow from SDS                                    46,394               -              -             -         46,394
     Net payments for businesses acquired                             -         (51,206)             -             -        (51,206)
                                                            -----------     -----------    -----------  ------------   ------------
         Net cash provided by (used in) investing
         activities                                              49,335         (63,901)        (3,686)            -        (18,252)
                                                            -----------     -----------    -----------  ------------   ------------
Cash flows from financing activities:
     Proceeds from long-term debt                                     -         693,159              -             -        693,159
     Principal payments on long-term debt                             -        (739,629)           (23)            -       (739,652)
     Proceeds from the exercise of stock options                  2,304               -              -             -          2,304
     Other                                                       (1,042)         (3,900)             -             -         (4,942)
                                                            -----------     -----------    -----------  ------------   ------------
         Net cash provided by (used in) financing
         activities                                               1,262         (50,370)           (23)            -        (49,131)
Effect of exchange rate on cash and cash equivalents                  -               -          1,816             -          1,816
                                                            -----------     -----------    -----------  ------------   ------------
Net (decrease) increase in cash and cash equivalents             (1,618)         (2,654)         3,974             -           (298)
Cash and cash equivalents at beginning of year                    7,086          (2,577)         7,902             -         12,411
                                                            -----------     -----------    -----------  ------------   ------------
Cash and cash equivalents at end of period                  $     5,468     $    (5,231)   $    11,876  $          -   $     12,113
                                                            ===========     ===========    ===========  ============   ============

Supplemental disclosures of cash flow
information Cash paid during the period for:
     Interest                                               $         -     $    25,410    $       255                 $     25,665
                                                            ===========     ===========    ===========  ============   ============
     Income taxes                                           $    21,147     $         -    $         -                 $     21,147
                                                            ===========     ===========    ===========  ============   ============
Capital lease obligations incurred                          $         -     $         -    $         -                 $          -
                                                            ===========     ===========    ===========  ============   ============
</TABLE>







                                       20
<PAGE>   21
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS - (CONTINUED)

<TABLE>
<CAPTION>

                                                                             For the Six Months Ended March 31, 2000
                                                          ------------------------------------------------------------------------
                                                                                              Non
                                                            Apogent         Guarantor       Guarantor
(In thousands)                                            Technologies    Subsidiaries    Subsidiaries  Eliminations  Consolidated
                                                          ------------    ------------    ------------  ------------  ------------

<S>                                                       <C>             <C>             <C>           <C>           <C>
Cash flows provided by (used in) operating activities:    $     38,316    $      (367)    $    (1,352)  $         -   $     36,597
                                                          ------------    -----------     -----------   -----------   ------------
Cash flows from investing activities:
     Capital expenditures                                         (418)       (16,257)         (2,093)            -        (18,768)
     Proceeds from sales of property, plant and
     equipment                                                       -            280               9             -            289
     Proceeds from sale of NPT                                  (2,600)             -               -             -         (2,600)
     Net cash inflow from SDS                                   40,877              -               -             -         40,877
     Net payments for businesses acquired                      (82,348)       (43,422)          4,106             -       (121,664)
                                                          ------------    -----------     -----------   -----------   ------------
         Net cash (used in) provided by investing
         activities                                            (44,489)       (59,399)          2,022             -       (101,866)
                                                          ------------    -----------     -----------   -----------   ------------
Cash flows from financing activities:
     Proceeds from long-term debt                                    -        192,000               -             -        192,000
     Principal payments on long-term debt                            -       (134,055)            (28)            -       (134,083)
     Proceeds from the exercise of stock options                 4,645              -               -             -          4,645
     Other                                                      (1,033)        (2,063)            223             -         (2,873)
                                                          ------------    -----------     -----------   -----------   ------------
         Net cash provided by financing activities               3,612         55,882             195             -         59,689
Effect of exchange rate on cash and cash equivalents                 -              -            (433)            -           (433)
                                                          ------------    -----------     -----------   -----------   ------------
Net (decrease) increase in cash and cash equivalents            (2,561)        (3,884)            432             -         (6,013)
Cash and cash equivalents at beginning of year                   6,708         (2,433)          8,126             -         12,401
                                                          ------------    -----------     -----------   -----------   ------------
Cash and cash equivalents at end of period                $      4,147    $    (6,317)    $     8,558   $         -   $      6,388
                                                          ============    ===========     ===========   ===========   ============

Supplemental disclosures of cash flow information
 Cash paid during the year for:
     Interest                                             $          -    $    33,477     $       162                 $     33,639
                                                          ============    ===========     ===========   ===========   ============
     Income taxes                                         $     32,775    $         -     $        54                 $     32,829
                                                          ============    ===========     ===========   ===========   ============
Capital lease obligations incurred                                        $        43                                 $         43
                                                          ============    ===========     ===========   ===========   ============
</TABLE>




11.  SUBSEQUENT EVENTS

     On April 4, 2001 the Company issued $325,000 unsecured senior notes in
     a private placement with registration rights. The notes were offered at a
     discount of approximately $1,469. They will mature on April 1, 2011.
     Interest is fixed at an annual rate of 8% and is payable on April 1 and
     October 1 of each year, beginning on October 1, 2001. Interest will accrue
     from April 4, 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


                                       21
<PAGE>   22

     Treasury Yield (as defined in the bond agreement) plus 35 basis points,
     plus accrued interest to the date of redemption.

     Under the private placement the notes have not been registered under the
     Securities Act of 1933 and were only offered to qualified institutional
     buyers under Rule 144A and outside the United States under Regulation S.
     However, the Company has agreed to file a registration statement with the
     Securities Exchange Commission relating to an exchange offer for the notes
     or, under certain circumstances, to file a shelf registration statement for
     the notes.

     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. (See Note 6 to the unaudited consolidated financial statements.)
     Debt issuance costs incurred of approximately $2,500 will be capitalized
     and amortized over 10 years.












                                       22
<PAGE>   23


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The subsidiaries of Apogent are leading manufacturers of value-added products
for the labware and life sciences, clinical and industrial, diagnostics and
microbiology, and laboratory equipment markets in the United States and abroad.
Apogent provides products under four business segments - Labware and Life
Sciences, Clinical and Industrial, Diagnostics and Microbiology, and Laboratory
Equipment. The primary subsidiaries in each of our business segments are as
follows:

<TABLE>
<CAPTION>
LABWARE AND LIFE SCIENCES                              CLINICAL AND INDUSTRIAL
-------------------------                              -----------------------
<S>                                                    <C>
Advance Biotechnologies Ltd.                           Chase Scientific Glass, Inc.
BioRobotics Group Limited                              Erie Electroverre S.A.
Genevac Limited                                        Erie Scientific Company
Matrix Technologies Corporation                        Gerhard Menzel Glasbearbeitungswerk
Molecular BioProducts, Inc.                               GmbH & Co. K.G.
Nalge Nunc International Corporation                   Microm Laborgerate GmbH
Nalge Nunc International K.K.                          The Naugatuck Glass Company
National Scientific Company                            Richard-Allan Scientific Company
Nunc A/S                                               Samco Scientific Corporation
Robbins Scientific Corporation

DIAGNOSTICS AND MICROBIOLOGY                           LABORATORY EQUIPMENT
----------------------------                           --------------------

Alexon-Trend, Inc.                                     Barnstead Thermolyne Corporation
Applied Biotech, Inc.                                  Electrothermal Engineering, Ltd.
Microgenics Corporation                                Lab-Line Instruments, Inc.
Remel Inc.
</TABLE>

Over the past several years, Apogent has been pursuing a growth strategy
designed to increase sales and enhance operating margins. Elements of that
strategy include emphasis on acquisitions, product development, product line
extensions, new product introductions, internal growth, and rationalization of
existing businesses and product lines.

When we use the terms "we" or "our" in this report, we are referring to Apogent
Technologies Inc. and its subsidiaries. Our fiscal year ends on September 30,
and accordingly, all references to quarters refer to our fiscal quarters. The
quarters ended March 31, 2001 and 2000 are the Company's second quarters of
fiscal 2001 and 2000, respectively.

As used in this report, the term "Company" means Sybron International
Corporation for the period prior to January 30, 2001 and Apogent Technologies
Inc. thereafter.

SPIN-OFF OF SYBRON DENTAL SPECIALTIES

On December 11, 2000, Apogent Technologies Inc. ("Apogent" or the "Company"),
then known as Sybron International Corporation ("Sybron"), completed the
spin-off of its dental business as a separate publicly traded company. The
spin-off was effected by way of a pro rata distribution of




                                       23
<PAGE>   24

all the outstanding common stock and related preferred stock purchase rights of
Sybron Dental Specialties, Inc. ("SDS") to the Company's shareholders (the
"Distribution" or "Spin-Off"). SDS is now an independent public company
operating what was Sybron's dental business.

Immediately prior to the Distribution, Sybron Dental Management, Inc. ("SDM"),
then a subsidiary of Sybron, paid a dividend of $142,880 to Sybron, of which
$67,900 was paid in cash and $74,980 was a settlement of intercompany loans and
advances and to reflect an allocation of additional bank debt to SDS, (the
"Dividend"). Immediately after payment of the dividend, SDM became a subsidiary
of SDS. The total allocation of bank debt to SDS was $375,000.

As a result of the Spin-Off, all historical financial data relating to the
operations of SDS and its affiliates has been reclassified to discontinued
operations.

RESULTS OF OPERATIONS

OVERVIEW

Both our sales and our operating income for the quarter and year to date period
ended March 31, 2001 grew over the corresponding prior year periods. Net sales
increased 12.4% during the quarter ended March 31, 2001 to $245.1 million from
$218.1 million in the quarter ended March 31, 2000. Operating income and income
from continuing operations for the quarter ended March 31, 2001 was $56.8
million and $30.2 million, respectively, as compared to $53.0 million and $25.3
million for the quarter ended March 31, 2000, representing increases of 7.3% and
19.1%. Income from continuing operations for the quarter ended March 31, 2001
included a restructuring charge of $0.6 million relating to additional severance
costs from the closure of the Company's corporate office in Milwaukee,
Wisconsin, as well as a gain on the sale of an asset of $4.1 million.

Net sales increased 10.1% during the six months ended March 31, 2001 to $465.9
million from $423.0 million in the six months ended March 31, 2000. Operating
income was $106.7 million for the six months ended March 31, 2001 as compared to
$99.1 million for the six months ended March 31, 2000. Income from continuing
operations increased 14.4% to $52.4 million for the six months ended March 31,
2001, from $45.8 million for the six months ended March 31, 2000. Income from
continuing operations for the six months ended March 31, 2001 included the $0.6
million charge relating to revisions in restructuring reserves and the $4.1
million gain on the sale of an asset discussed above.

Sales growth in the quarter was strong both domestically and internationally.
Domestic and international net sales increased by 11.0% and 16.6%, respectively,
for the quarter ended March 31, 2001 as compared to the corresponding fiscal
2000 period. The strengthening of the U.S. dollar negatively impacted
international sales growth. Without the negative currency effects, international
sales growth would have been 20.9% over the corresponding fiscal 2000 quarter.

We continue to maintain an active program of developing and marketing new
products and product line extensions, as well as pursuing growth through
acquisitions. We completed two acquisitions during the first six months of
fiscal 2001. (See Note 3 to the Unaudited Consolidated Financial Statements.)


QUARTER ENDED MARCH 31, 2001 COMPARED TO THE QUARTER ENDED MARCH 31, 2000




                                       24
<PAGE>   25

NET SALES

<TABLE>
<CAPTION>
                                            FISCAL           FISCAL           DOLLAR      PERCENT
                                             2001             2000            CHANGE      CHANGE
                                             ----             ----            ------      ------
<S>                                         <C>              <C>             <C>          <C>
NET SALES (IN THOUSANDS)
     Labware and Life Sciences              $     97,665     $     85,584    $    12,081     14.1%
     Clinical and Industrial                      61,762           54,666          7,096     13.0%
     Diagnostics and Microbiology                 59,801           53,179          6,622     12.5%
     Laboratory Equipment                         25,876           24,645          1,231      5.0%
                                            ------------     ------------    -----------
         Total Net Sales                    $    245,104     $    218,074    $    27,030     12.4%
                                            ============     ============    ===========
</TABLE>


Overall Company. Net sales for the second quarter of fiscal 2001 increased by
$27.0 million or 12.4% from the corresponding fiscal 2000 quarter.

Labware and Life Sciences. Increased net sales in the Labware and Life Sciences
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $5.5 million), (b) increased net sales of new products
(approximately $4.5 million), (c) price increases (approximately $3.5 million),
and (d) increased net sales of existing products (approximately $0.4 million).
Net sales were partially reduced by foreign currency fluctuations (approximately
$1.6 million).

Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $7.4 million), (b) increased net sales of new products
(approximately $0.5 million), and (c) price increases (approximately $0.3
million). Net sales were partially reduced by foreign currency fluctuations
(approximately $0.5 million) and a decrease in net sales of existing products
(approximately $0.5 million).

Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies (approximately $5.1 million), (b) increased net sales of new
products (approximately $0.9 million), (c) price increases (approximately $0.4
million), and (d) increased net sales of existing products (approximately $0.4
million). Net sales were partially reduced by foreign currency fluctuations
(approximately $0.2 million).

Laboratory Equipment. Increased net sales in the Laboratory Equipment segment
resulted primarily from an increase in net sales of new products (approximately
$1.7 million) and by price increases (approximately $0.6 million). Net sales
were partially reduced by a decrease in net sales of existing products
(approximately $0.9 million) and by foreign currency fluctuations (approximately
$0.1 million).




GROSS PROFIT
<TABLE>
<CAPTION>
                                        FISCAL    PERCENT       FISCAL    PERCENT       DOLLAR     PERCENT
                                         2001     OF SALES       2000     OF SALES      CHANGE     CHANGE
                                         ----     --------       ----     --------      ------     ------
<S>                                  <C>          <C>        <C>          <C>          <C>         <C>
Gross Profit (in thousands)
  Labware and Life Sciences          $    51,848   21.2%     $   45,166    20.7%       $   6,682    14.8%
  Clinical and Industrial                 25,552   10.4%         23,264    10.7%           2,288     9.8%
  Diagnostics and Microbiology            31,985   13.0%         28,434    13.0%           3,551    12.5%
  Laboratory Equipment                    11,128    4.5%         10,301     4.7%             827     8.0%
                                     -----------             ----------                ---------
     Total Gross Profit              $   120,513   49.2%     $  107,165    49.1%       $  13,348    12.5%
                                     ===========             ==========                =========
</TABLE>



                                       25
<PAGE>   26

Overall Company. Gross profit from the quarter ended March 31, 2001 increased by
$13.3 million or 12.5% from the corresponding fiscal 2000 period.

Labware and Life Sciences. Increased gross profit in the Labware and Life
Sciences segment resulted primarily from: (a) price increases (approximately
$3.5 million), (b) the effects of acquired companies (approximately $3.3
million), (c) the effects of new products (approximately $1.9 million), and (d)
increased volume (approximately $0.9 million). Gross profit was partially
reduced by: (a) product mix (approximately $1.6 million), (b) foreign currency
fluctuations (approximately $0.8 million), and (c) inventory adjustments
(approximately $0.4 million).

Clinical and Industrial. Increased gross profit in the Clinical and Industrial
segment resulted primarily from: (a) the effects of acquired companies
(approximately $2.2 million), (b) decreased manufacturing overhead
(approximately $1.5 million), (c) price increases (approximately $0.3 million),
(d) product mix (approximately $0.2 million), and (e) the effects of new
products (approximately $0.1 million). Gross profit was partially reduced by
reduced volume (approximately $1.6 million) and foreign currency fluctuations
(approximately $0.4 million).

Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies (approximately $3.7 million), (b) product mix (approximately $1.8
million), (c) increased volume (approximately $1.0 million), (d) price increases
(approximately $0.4 million), and (e) the effects of new products (approximately
$0.4 million). Gross profit was partially reduced by: (a) increased factory
overhead (approximately $2.8 million) and (b) inventory adjustments
(approximately $0.8 million).

Laboratory Equipment. Increased gross profit in the Laboratory Equipment segment
resulted primarily from: (a) the effects of new products (approximately $0.8
million) and (b) price increases (approximately $0.6 million). Gross profit was
partially reduced by: (a) decreased volume (approximately $0.5 million) and (b)
foreign currency fluctuations (approximately $0.1 million).








                                       26
<PAGE>   27


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
<TABLE>
<CAPTION>
                                                            FISCAL       FISCAL      DOLLAR     PERCENT
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                 2001         2000       CHANGE      CHANGE
                                                             ----         ----       ------      ------
(in thousands)
<S>                                                      <C>           <C>          <C>           <C>
  Labware and Life Sciences                                $   27,113    $  23,773    $   3,340     14.0%
  Clinical and Industrial                                      11,626        9,248        2,378     25.7%
  Diagnostics and Microbiology                                 16,635       14,022        2,613     18.6%
  Laboratory Equipment                                          5,758        5,292          466      8.8%
                                                           ----------    ---------    ---------
     Subtotal                                                  61,132       52,335        8,797     16.8%
  Corporate Office                                              2,548        1,869          679     36.3%
                                                           ----------    ---------    ---------
     Total Selling, General and Administrative Expenses    $   63,680    $  54,204    $   9,476     17.5%
                                                           ==========    =========    =========
</TABLE>

Overall Company. Selling, general and administrative expenses for the quarter
ended March 31, 2001 increased by $9.5 million or 17.5% from the corresponding
fiscal 2000 quarter. Selling, general and administrative expenses at the
corporate offices increased by $0.7 million over the second fiscal quarter of
2001 as compared to the corresponding fiscal 2000 quarter. Corporate office
expenses increased primarily due to non-recurring special charges relating to
the transition of the corporate headquarters from Milwaukee, Wisconsin to
Portsmouth, New Hampshire.

Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
acquired businesses (approximately $1.9 million), (b) general and administrative
expenses (approximately $0.7 million), (c) marketing expenses (approximately
$0.5 million), and (e) research and development expense (approximately $0.2
million). Selling, general and administrative expenses were partially reduced by
foreign currency fluctuations (approximately $0.4 million).

Clinical and Industrial. Increased selling, general and administrative expenses
in the Clinical and Industrial segment resulted primarily from: (a) acquired
businesses (approximately $1.1 million), (b) marketing expenses (approximately
$0.9 million), (c) increased amortization of intangibles primarily as a result
of acquisitions (approximately $0.3 million), and (d) research and development
expense (approximately $0.1 million).

Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostic and Microbiology segment resulted primarily from:
(a) marketing expenses (approximately $1.3 million), (b) increased amortization
of intangibles primarily as a result of acquisitions (approximately $1.2
million), and (c) general and administrative expenses (approximately $0.6
million). Selling, general and administrative expenses were partially reduced
by: (a) research and development expense (approximately $0.2 million) and (b)
foreign currency fluctuations (approximately $0.1 million).

Laboratory Equipment. Increased selling, general and administrative expenses in
the Laboratory Equipment segment resulted primarily from: (a) general and
administrative expenses (approximately $0.3 million) and (b) research and
development expenses (approximately $0.2 million). Selling, general and
administrative expenses were partially reduced by foreign currency fluctuations
(approximately $0.1 million).




                                       27
<PAGE>   28

SPECIAL CHARGES

As noted above our results for the quarter ended March 31, 2001 include a
charge of approximately $0.6 million ($0.4 million after tax) relating to
adjustments made to the 2000 restructuring reserve, consisting of additional
severance. This charge is included in the corporate selling, general and
administrative expenses.


OPERATING INCOME
<TABLE>
<CAPTION>
                                                  FISCAL           FISCAL           DOLLAR       PERCENT
                                                   2001             2000            CHANGE       CHANGE
                                                   ----             ----            ------       ------
<S>                                         <C>                 <C>             <C>              <C>
OPERATING INCOME (IN THOUSANDS)
  Labware and Life Sciences                 $      24,734       $   21,393      $   3,341        15.6%
  Clinical and Industrial                          13,926           14,016            (90)       -0.6%
  Diagnostics and Microbiology                     15,350           14,412            938         6.5%
  Laboratory Equipment                              5,371            5,009            362         7.2%
                                            -------------       ----------      ---------
     Subtotal                                      59,381           54,830          4,551         8.3%
  Corporate Office                                 (2,548)          (1,869)          (679)       36.3%
                                            -------------       ----------      ---------
     Total Operating Income                 $      56,833       $   52,961      $   3,872         7.3%
                                            =============       ==========      =========
</TABLE>

As a result of the foregoing, operating income in the second quarter of fiscal
2001 increased by 7.3% or $3.9 million over operating income in the
corresponding quarter of fiscal 2000.

INTEREST EXPENSE

Interest expense for the second quarter of fiscal 2001 decreased by $0.1 million
to $11.9 million from the corresponding quarter of fiscal 2000. Although
interest rates increased as compared to the corresponding period in fiscal 2000,
the related expense decreased as a result of lower debt levels for the fiscal
2001 quarter.

OTHER INCOME

Other income in the second quarter of fiscal 2001 was $5.3 million, an increase
of $5.1 million over the corresponding 2000 quarter. The increase resulted
primarily from the gain on the sale of an asset of $4.1 million during the
second quarter of fiscal 2001.

INCOME TAXES

Taxes on income from continuing operations in the second quarter of fiscal 2001
were $20.1 million, an increase of $4.2 million from the corresponding 2000
quarter. The increase resulted primarily from increased taxable earnings.

INCOME FROM CONTINUING OPERATIONS

As a result of the foregoing, the Company had net income from continuing
operations of $30.2 million for the second quarter of fiscal 2001, as compared
to $25.3 million in the corresponding 2000 period, representing an increase of
19.1%.

DISCONTINUED OPERATIONS

Losses from discontinued operations were $0.8 million in the second quarter of
fiscal 2001 as compared to income of $13.6 million (net of income tax of $9.2
million) in the second fiscal quarter of 2000. The 2001 loss from discontinued
operations resulted from additional transaction expenses related to the spin-off
of SDS which occurred on December 11, 2000.

NET INCOME


                                       28
<PAGE>   29

As a result of the foregoing, we had net income of $29.4 million in the second
quarter of fiscal 2001, as compared to net income of $39.0 million in the
corresponding 2000 period.

DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation and amortization expense is allocated among cost of sales, selling,
general and administrative expenses and other expense. Depreciation expense and
amortization expense increased $3.2 million in the second quarter of fiscal 2001
due to additional depreciation and amortization from goodwill and intangibles
recorded from the various acquisitions as well as routine operating capital
expenditures.



SIX MONTHS ENDED MARCH 31, 2001 COMPARED TO SIX MONTHS ENDED MARCH 31, 2000

NET SALES

<TABLE>
<CAPTION>
                                              FISCAL            FISCAL            DOLLAR       PERCENT
                                               2001              2000              CHANGE       CHANGE
                                               ----              ----              ------       ------
<S>                                       <C>               <C>               <C>              <C>
NET SALES (IN THOUSANDS)
  Labware and Life Sciences               $    182,528      $    165,482      $    17,046       10.3%
  Clinical and Industrial                      118,270           106,577           11,693       11.0%
  Diagnostics and Microbiology                 114,313           103,795           10,518       10.1%
  Laboratory Equipment                          50,751            47,103            3,648        7.7%
                                          ------------      ------------      -----------
     Total Net Sales                      $    465,862      $    422,957      $    42,905       10.1%
                                          ============      ============      ===========
</TABLE>

Overall Company. Net sales for the six months ended March 31, 2001 increased by
$42.9 million or 10.1% over the corresponding period in fiscal 2000.

Labware and Life Sciences. Increased net sales in the Labware and Life Sciences
segment resulted primarily from: (a) increased net sales of new products
(approximately $8.1 million), (b) net sales of products of acquired companies
(approximately $7.8 million), (c) price increases (approximately $4.2 million),
and (d) increased net sales of existing products (approximately $0.8 million).
Net sales were partially reduced by foreign currency fluctuations (approximately
$3.7 million).

Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $13.2 million), (b) increased net sales of new products
(approximately $1.1 million), and (c) price increases (approximately $0.7
million). Net sales were partially reduced by: (a) foreign currency fluctuations
(approximately $1.9 million), and (b) decreased net sales of existing products
(approximately $1.3 million).

Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies (approximately $11.1 million), (b) increased net sales of new
products (approximately $1.4 million), and (c) price increases (approximately
$0.8 million). Net sales were partially reduced by: (a) decreased net sales of
existing products (approximately $2.3 million) and (b) foreign currency
fluctuations (approximately $0.5 million).



                                       29
<PAGE>   30

Laboratory Equipment. Increased net sales in the Laboratory Equipment segment
resulted primarily from: (a) increase in net sales of new products
(approximately $2.4 million), (b) price increases (approximately $1.2 million),
and (c) increased net sales of existing products (approximately $0.4 million).
Net sales were partially reduced by foreign currency fluctuations (approximately
$0.3 million).

GROSS PROFIT

<TABLE>
<CAPTION>
                                     FISCAL     PERCENT        FISCAL     PERCENT        DOLLAR     PERCENT
                                      2001      OF SALES        2000      OF SALES       CHANGE     CHANGE
                                      ----      --------        ----      --------       ------     ------
<S>                               <C>           <C>          <C>          <C>          <C>          <C>
GROSS PROFIT (IN THOUSANDS)
  Labware and Life Sciences       $   95,097     20.4%       $   86,023     20.3%      $   9,074      10.5%
  Clinical and Industrial             48,786     10.5%           44,910     10.6%          3,876       8.6%
  Diagnostics and Microbiology        60,820     13.1%           56,433     13.3%          4,387       7.8%
  Laboratory Equipment                21,763      4.7%           19,890      4.7%          1,873       9.4%
                                  ----------                 ----------                ---------
     Total Gross Profit           $  226,466     48.6%       $  207,256     49.0%      $  19,210       9.3%
                                  ==========                 ==========                =========
</TABLE>


Overall Company. Gross profit for the six months ended March 31, 2001 increased
by $19.2 million or 9.3% over the corresponding fiscal 2000 period.

Labware and Life Sciences. Increased gross profit in the Labware and Life
Sciences segment resulted primarily from: (a) the effects of acquired companies
(approximately $5.3 million), (b) price increases (approximately $4.3 million),
(c) the effects of new products (approximately $3.8 million), and (d) increased
volume (approximately $2.2 million). Gross profit was partially reduced by: (a)
product mix (approximately $4.1 million), (b) unfavorable foreign currency
fluctuations (approximately $1.6 million), (c) increased manufacturing overhead
(approximately $0.6 million), and (d) inventory adjustments (approximately $0.1
million).

Clinical and Industrial. Increased gross profit in the Clinical and Industrial
segment resulted primarily from: (a) the effects of acquired companies
(approximately $3.9 million), (b) decreased manufacturing overhead
(approximately $1.5 million), (c) price increases (approximately $0.7 million,
and (d) the effects of new products (approximately $0.4 million). Gross profit
was partially reduced by: (a) reduced volume (approximately $1.8 million) and
(b) unfavorable foreign currency fluctuations (approximately $0.9 million).

Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies (approximately $7.9 million), (b) product mix (approximately $3.2
million), (c) price increases (approximately $0.8 million), and (d) the effects
of new products (approximately $0.4 million). Gross profit was partially reduced
by: (a) increased manufacturing overhead (approximately $4.3 million), (b)
inventory adjustments (approximately $2.6 million), (c) decreased volume
(approximately $1.0 million), and (d) foreign currency fluctuations
(approximately $0.1 million).

Laboratory Equipment. Increased gross profit in the Laboratory Equipment segment
resulted primarily from: (a) price increases (approximately $1.2 million), (b)
the effects of new products (approximately $1.0 million), and (c) increased
volume (approximately $0.2 million). Gross profit was partially reduced by: (a)
foreign currency fluctuations (approximately $0.2 million), (b) an increase in
manufacturing overhead (approximately $0.2 million), and (c) inventory
adjustments (approximately $0.1 million).




                                       30
<PAGE>   31

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

<TABLE>
<CAPTION>
                                                          Fiscal       Fiscal        Dollar     Percent
Selling, General and Administrative Expenses               2001         2000         Change     Change
(in thousands)                                         ----------    ---------     ---------    -------
<S>                                                    <C>           <C>           <C>           <C>
Labware and Life Sciences                              $   51,106    $  46,978     $  4,128       8.8%
Clinical and Industrial                                    21,597       18,195        3,402      18.7%
Diagnostics and Microbiology                               31,742       28,862        2,880      10.0%
Laboratory Equipment                                       10,715       10,362          353       3.4%
                                                       -----------   ----------    ---------
Subtotal                                                  115,160      104,397       10,763      10.3%
Corporate Office                                            4,636        3,876          760      19.6%
                                                       -----------   ----------    ---------
Total Selling, General and Administrative Expenses     $  119,796    $ 108,273     $ 11,523      10.6%
                                                       ===========   ==========    =========
</TABLE>



Overall Company. Selling, general and administrative expenses for the six months
ended March 31, 2001 increased by $11.5 million or 10.6% from the corresponding
fiscal 2000 period. Selling, general and administrative expenses at the
corporate offices increased by $0.8 over the six months ended March 31, 2001 as
compared to the corresponding fiscal 2000 period. Corporate office expenses
increased primarily due to non-recurring special charges relating to the
transition of the corporate headquarters from Milwaukee, Wisconsin to
Portsmouth, New Hampshire.

Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
acquired businesses (approximately $3.3 million), (b) general and administrative
expenses (approximately $0.1 million), (c) increased amortization of intangibles
primarily as a result of acquisitions (approximately $0.9 million), and (e)
research and development expense (approximately $0.2 million). Selling, general
and administrative expenses were partially reduced by: (a) foreign currency
fluctuations (approximately $0.3 million) and (b) marketing expenses
(approximately $0.1 million).

Clinical and Industrial. Increased selling, general and administrative expenses
in the Clinical and Industrial segment resulted primarily from: (a) acquired
businesses (approximately $1.7 million), (b) marketing expenses (approximately
$1.2 million), (c) increased amortization of intangibles primarily as a result
of acquisitions (approximately $0.6 million), and (d) research and development
expenses (approximately $0.1 million). Selling, general and administrative
expenses were partially reduced by foreign currency fluctuations (approximately
$0.3 million).

Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostic and Microbiology segment resulted primarily from:
(a) increased amortization of intangibles primarily as a result of acquisitions
(approximately $2.1 million), (b) marketing expenses (approximately $1.1
million), (c) general and administrative expenses (approximately $0.5 million),
and (d acquired businesses (approximately $0.1 million). Selling, general and
administrative expenses were partially reduced by: (a) research and development
expense (approximately $0.7 million) and (b) foreign currency fluctuations
(approximately $0.2 million).

Laboratory Equipment. Increased selling, general and administrative expenses in
the Laboratory Equipment segment resulted primarily from: (a) research and
development expenses (approximately $0.4 million) and (b) general and
administrative expenses (approximately $0.1 million). Selling, general and
administrative expenses were partially reduced by foreign currency fluctuations
(approximately $0.1 million).

SPECIAL CHARGES

As noted above our results for the six-months ended March 31, 2001 include a
charge of approximately $0.6 million ($0.4 million after tax) relating to
adjustments made to the 2000 restructuring reserve, consisting of additional
severance. This charge is included in the corporate office selling, general and
administrative expenses.



                                       31
<PAGE>   32

OPERATING INCOME

<TABLE>
<CAPTION>
                                                  Fiscal            Fiscal         Dollar          Percent
                                                   2001              2000          Change          Change
                                                -----------      -----------     -----------       -------
<S>                                         <C>                 <C>               <C>              <C>
OPERATING INCOME (IN THOUSANDS)
   Labware and Life Sciences                    $   43,990       $   39,045       $   4,945         12.7%
   Clinical and Industrial                          27,189           26,715             474          1.8%
   Diagnostics and Microbiology                     29,078           27,571           1,507          5.5%
   Laboratory Equipment                             11,049            9,528           1,521         16.0%
                                                -----------      -----------     -----------
     Subtotal                                      111,306          102,859           8,447          8.2%
   Corporate Office                                 (4,636)          (3,807)           (829)        21.8%
                                                -----------      -----------     -----------
     Total Operating Income                      $ 106,670        $  99,052       $   7,618          7.7%
                                                ===========      ===========     ===========

</TABLE>



As a result of the foregoing, operating income in the first six months of fiscal
2001 increased by $7.6 million or 7.7% over the corresponding period in fiscal
2000.

INTEREST EXPENSE

Interest expense was $24.4 million in the first six months of fiscal 2001, an
increase of $0.5 from the corresponding fiscal 2000 period. The increase
resulted primarily from an increase in interest rates partially offset by lower
debt levels for the six months ended 2001 as compared to the corresponding
fiscal 2000 period.

OTHER INCOME

Other income in the first six months of fiscal 2001 was $5.5 million, an
increase of $5.1 million over the corresponding 2000 period. The increase
resulted primarily from the gain on the sale of an asset of $4.1 million during
the second quarter of fiscal 2001.


INCOME TAXES

Taxes on income from continuing operations in the first six months of fiscal
2001 were $34.9 million, an increase of $5.7 million from the corresponding
fiscal 2000 period. The increase resulted primarily from increased taxable
earnings.

INCOME FROM CONTINUING OPERATIONS BEFORE EXTRAORDINARY ITEM

As a result of the foregoing, we had income from continuing operations of $52.4
million in the first six months of fiscal 2001 as compared to $45.8 million in
the corresponding fiscal 2000 period.

DISCONTINUED OPERATIONS

     Losses from discontinued operations were $11.8 million (net of income taxes
of $0.4 million) in the first six months of fiscal 2001, as compared to income
of $23.6 million (net of income tax of $16.0 million) in the first six months of
fiscal 2000. The 2001 loss from discontinued operations resulted from
transaction expenses relating to the spin-off of approximately $12.4 offset by
the operating results of SDS (through December 11, 2000) of $0.6 million. On
December 11, 2000 we completed the spin-off of SDS.




                                       32
<PAGE>   33

EXTRAORDINARY ITEM

As a result of the December 2000 refinancing, Apogent wrote-off deferred
financing costs of approximately $1.2 million that related to prior debt
agreements and recorded an extraordinary item of $0.7 million, net of income
taxes.

NET INCOME

As a result of the foregoing, the Company had net income of $39.8 million for
the first six months of fiscal 2001, as compared to net income of $69.4 for the
corresponding fiscal 2000 period.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense is allocated among cost of sales, selling,
general and administrative expenses and other expense. Depreciation expense and
amortization expense increased $5.9 million in the first six months of fiscal
2001 due to additional depreciation and amortization from goodwill and
intangibles recorded from the various acquisitions as well as routine operating
capital expenditures.

LIQUIDITY AND CAPITAL RESOURCES

As a result of the acquisition of the Company's predecessor in 1987 and the
acquisitions we completed since 1987, we have increased the carrying value of
certain tangible and intangible assets consistent with generally accepted
accounting principles. Accordingly, our results of operations include a
significant level of non-cash expenses related to the depreciation of fixed
assets and the amortization of intangible assets, including goodwill. Goodwill
and intangible assets, net of amortization, increased by approximately $47.9
million in the first six months of fiscal 2001, primarily as a result of
continued acquisition activity.

Our capital requirements arise principally from indebtedness incurred in
connection with the permanent financing for the 1987 acquisition and our
subsequent refinancings, our obligation to pay rent under the Sale/ Leaseback
facility (as defined herein), our working capital needs, primarily related to
inventory and accounts receivable, our capital expenditures, primarily related
to purchases of machinery and molds, the purchase of various businesses and
product lines in execution of our acquisition strategy, payments to be made in
connection with our restructuring in 2000, and the periodic expansion of
physical facilities. It is currently our intent to continue to pursue our
current acquisition strategy. If acquisitions continue at our historical pace,
of which there can be no assurance, we may require financing beyond the capacity
of our Credit Facilities (as defined below).

The statement contained in the immediately preceding paragraph concerning our
intent to continue to pursue our acquisition strategy is a forward-looking
statement. Our ability to continue our acquisition strategy is subject to a
number of uncertainties, including, but not limited to, our ability to raise
capital beyond the capacity of our Credit Facilities and the availability of
suitable acquisition candidates at reasonable prices. See "Cautionary Factors"
below.

Approximately $65.3 million of cash was generated from operating activities in
the first six months of fiscal 2001, an increase of $28.7 million or 78% from
the corresponding period in 2000. Non-cash depreciation and amortization charged
against net income increased





                                       33
<PAGE>   34

approximately $5.9 million for the first six months of fiscal 2001 as compared
to the corresponding period in fiscal 2000. The cash flow resulting from the net
change in working capital, net of the effects of acquisitions and divestitures,
was an increase of $20.8 million in the six months ended March 31, 2001. This
represents a decrease of $23.5 million or 53.1% from the corresponding period in
fiscal 2000. These changes are set forth in detail in the Consolidated Statement
of Cash Flows. The increase in working capital accounts over the first six
months of fiscal 2001 is attributable to the higher level of business activity
as reflected in our increased sales. The Company is focused on maximizing the
cash flow from its operating businesses. From our efforts we were able to
achieve increased cash flows of approximately $11.9 million through improvements
in accounts receivable, as compared to the corresponding fiscal 2000 period.

Investing activities in the first six months of fiscal 2001 used approximately
$18.2 million of cash. Increased cash flow from investing activities as compared
to fiscal 2000 resulted primarily from a decrease in net payments for businesses
acquired of approximately $70.5 million, and an increase in proceeds from sales
of property, plant and equipment of $10.4 million.

Approximately $49.1 million of cash was used in financing activities, primarily
due to payments made on the revolving Credit Facilities in excess of proceeds,
of approximately $80.1 million offset by proceeds from long-term debt of $33.6
million relating to acquisitions.

Prior to the Spin-Off, the Company was party to a credit agreement (the "Old
Credit Agreement") with The Chase Manhattan Bank ("Chase") and certain other
lenders providing for a tranche A term loan facility of $300 million (the "Old
Tranche A Term Loan Facility"), a tranche B term loan facility of $300 million
(the "Old Tranche B Term Loan Facility") and a revolving credit facility of up
to $600 million (the "Old Revolving Credit Facility"), and together with the Old
Tranche A Term Loan Facility and the Old Tranche B Term Loan Facility, the "Old
Credit Facilities"). Both the Company and SDM were obligors under the Old Credit
Facilities and as such, certain outstanding amounts under the Old Credit
Facilities were historically recorded on the books of SDM. Outstanding amounts
under the Old Tranche A Term Loan Facility, the Old Tranche B Term Loan Facility
and the Old Revolving Credit Facility at September 30, 2000 (including amounts
recorded on the books of SDM) were $270.8 million, $299.3 million, and $379.0
million, respectively. Outstanding amounts under the Old Tranche A Term Loan
Facility, the Old Tranche B Term Loan Facility, and the Old Revolving Credit
Facility at September 30, 2000 recorded on the books of the Company were $201.0
million, $179.9 million, and $256.4 million, respectively.

On December 1, 2000, the Company entered into a new credit agreement (the
"Credit Agreement") with Chase and certain other lenders providing for a term
loan facility of $300 million (the "Term Loan Facility") due in a single payment
on December 1, 2005, and a revolving credit facility of up to $500 million for a
period of up to five years (the "Revolving Credit Facility") and together with
the Term Loan Facility, the "Credit Facilities"). On December 11, 2000, the
Company borrowed approximately $563.0 million under the Credit Facilities and
together with funds aggregating $375.0 million ($307.1 million, the amount equal
to the outstanding amounts under the Old Credit Facilities attributable to SDS
on December 11, 2000 including accrued interest plus a cash dividend of $67.9
million from SDM to the Company), used such funds to repay all of the
outstanding amounts under the Old Credit Facilities, aggregating $938.0 million
(including accrued interest).

On April 4, 2001, the Company issued $325 million of unsecured senior notes in a
private placement with registration rights. 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 were offered at a discount
of approximately $1,469. They will mature on April 1, 2011. Interest is fixed at
an annual rate of 8% and is payable on April 1 and October 1 of each year,
beginning on October 1, 2001. Interest will accrue from April 4, 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.

EUROPEAN ECONOMIC MONETARY UNIT

On January 1, 1999, eleven of the European Union countries (including one
country in which we have operations) adopted the Euro as their single currency.
At that time, a fixed exchange rate was





                                       34
<PAGE>   35

established between the Euro and the individual countries' existing currencies
(the "legacy currencies"). The Euro trades on currency exchanges and is
available for non-cash transactions. Following the introduction of the Euro, the
legacy currencies will remain legal tender in the participating countries during
a transition period from January 1, 1999 through January 1, 2002. Beginning on
January 1, 2002, the European Central Bank will issue Euro-denominated bills and
coins for use in cash transactions. On or before July 1, 2002, the participating
countries will withdraw all legacy bills and coins and use the Euro as their
legal currency.

Our German operating units affected by the Euro conversion intend to keep their
books in their respective legacy currencies through a portion of the transition
period. At this time, we do not expect Euro conversions to have a material
adverse effect on our business operations or financial condition.



CAUTIONARY FACTORS

This report contains various forward-looking statements concerning our prospects
that are based on the current expectations and beliefs of management. We may
also make forward-looking statements from time to time in other reports and
documents as well as oral presentations. When used in written documents or oral
statements, the words "anticipate", "believe", "continue", "estimate", "expect",
"goal", "objective", "outlook", and similar expressions are intended to identify
forward-looking statements. The statements contained herein and such future
statements involve or may involve certain assumptions, risks and uncertainties,
many of which are beyond our control, that could cause our actual results and
performance to differ materially from what is expected. In addition to the
assumptions and other factors referenced specifically in connection with such
statements, the following factors could impact our business and financial
prospects:

-   We have operations outside the United States. We are therefore subject to
    factors affecting our international operations, including relevant foreign
    currency exchange rates, which can affect the cost to produce our products
    or the ability to sell our products in foreign markets, and the value in
    U.S. dollars of sales made in foreign currencies. Other factors include our
    ability to obtain effective hedges against fluctuations in currency exchange
    rates; foreign trade, monetary and fiscal policies; laws, regulations and
    other activities of foreign governments, agencies and similar organizations;
    risks associated with having major manufacturing facilities located in
    countries, such as Mexico and Hungary, which have historically been less
    stable than the United States in several respects, including fiscal and
    political stability; and risks associated with economic downturn in other
    countries.

-   A significant portion of our growth over the past several years has been
    achieved through our acquisition program, which has generated over 70
    acquisitions since 1993. Our rate of continued growth is therefore subject
    to factors affecting our ability to continue pursuing our current
    acquisition strategy and to be successful with that strategy. These factors
    include our ability to raise capital beyond the capacity of our existing
    credit facilities or to use our stock for acquisitions, the cost of the
    capital required to effect our acquisition strategy, the availability of
    suitable acquisition candidates at reasonable prices, competition for
    appropriate candidates, our ability to realize the synergies expected to
    result from acquisitions, and the ability of our existing personnel to
    efficiently handle increased transitional responsibilities resulting from
    acquisitions.



                                       35
<PAGE>   36

-   We are organized as a holding company. As a result all of our revenues are
    generated through our subsidiaries, including foreign subsidiaries.
    Consequently, our operating cash flow and ability to service indebtedness
    and other obligations depend upon the operating cash flow of our U.S. and
    foreign subsidiaries and the payment of funds by them to us in the form of
    loans, dividends or otherwise. Their ability to pay dividends and make
    loans, advances and other payments to us depends upon statutory restrictions
    (including insolvency and fraudulent conveyance laws) and contractual
    restrictions (which may include requirements to maintain minimum levels of
    working capital and other assets).

-   Our reliance on major independent distributors for a substantial portion of
    our sales subjects our sales performance to volatility in demand from
    distributors. We can experience volatility when distributors merge or
    consolidate, when inventories are not managed to end-user demand, or when
    distributors experience softness in their sales. This volatility in demand
    can also arise with large OEM customers to whom we sell direct. Sales to our
    distributors and OEM customers are sometimes unpredictable and wide
    variances sometimes occur quarter to quarter.

-   Our ability to increase revenues and to profitably distribute and sell our
    products is subject to a number of risks, such as any changes in our
    business relationships with our principal distributors or OEM customers,
    competitive factors such as the entrance of additional competitors into our
    markets, pricing and technological competition, risks associated with the
    development and marketing of new products in order to remain competitive by
    keeping pace with advancing laboratory and life science technologies,
    particularly in the genomics and other rapidly developing technologies,
    factors affecting certain high growth industries we serve, such as
    consolidation in the drug discovery and diagnostics industries, and risks of
    unanticipated technological developments that result in competitive
    disadvantages and create the potential for impairment of our existing
    assets.

-   Our business is subject to quarterly variations in operating results caused
    by a number of factors, including business and industry conditions, timing
    of acquisitions, distribution and OEM customer issues, and other factors
    listed here. All these factors make it difficult to predict operating
    results for any particular period.

-   With respect to the Clinical and Industrial segment, factors affecting our
    Erie Electroverre S.A. subsidiary's ability to manufacture the glass used by
    the Clinical and Industrial segment's worldwide manufacturing operations,
    including delays encountered in connection with the periodic rebuild of the
    sheet glass furnace and furnace malfunctions at a time when inventory levels
    are not sufficient to sustain this segment's flat glass operations.

-   Factors affecting our ability to obtain raw materials at reasonable prices,
    especially white glass, which comes from a single source, our Electroverre,
    SA facility in Switzerland.

-   Our ability to hire and retain competent employees is subject to a number of
    risks, including unionization of our non-union employees and changes in
    relationships with our unionized employees. There is a risk of strikes or
    other labor disputes at those locations that are unionized which could
    affect our operations.

-   Our business currently has a significant amount of floating rate debt and
    can be adversely affected by a rise in interest rates.



                                       36
<PAGE>   37

-   Our ability to continue manufacturing and selling those of our products that
    are subject to regulation by the FDA or other domestic or foreign
    governments or agencies is subject to a number of risks, including the
    promulgation of stricter laws or regulations, reclassification of our
    products into categories subject to more stringent requirements, or the
    withdrawal of the approval needed to sell one or more of our products.

-   The impact of changing public and private health care budgets, including
    reimbursement by private or governmental insurance programs, may affect
    demand for or pricing of our products.

-   Our business is subject to the risks of claims involving our products and
    other legal and administrative proceedings, including the expense of
    investigating, litigating and settling any claims.

-   SDS has agreed to indemnify Apogent from and after the spin-off with respect
    to certain liabilities and obligations. Our ability to collect on such
    indemnities, if applicable, from SDS will depend upon SDS's financial
    strength at the time of any such indemnity claim.

-   Our financial performance or condition may be affected by changes in tax
    legislation, applicable accounting principles, or environmental laws and
    regulations.

-    We may be subject to risks arising from other business and investment
     considerations that may be disclosed from time to time in our Securities
     and Exchange Commission filings or in other publicly available written
     documents.

WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK MANAGEMENT

We are exposed to market risk from changes in foreign currency exchange rates
and interest rates. To achieve our objectives, we identify these risks and
manage them through our regular operations and financing activities and when
deemed appropriate, we occasionally enter into various hedging transactions. We
do not anticipate material changes to our primary market risks other than
fluctuations in magnitude from increased or decreased foreign currency
denominated business activity or floating rate debt levels. We do not use
financial instruments for trading purposes and are not a party to any leveraged
derivatives.

Foreign Exchange

We have, from time to time, used foreign currency options to hedge our exposure
from adverse changes in foreign currency rates. Hedging is accomplished by the
use of foreign currency options, and the gain or loss on these options is used
to offset gains or losses in the foreign currencies to which they pertain.
Hedges of anticipated transactions are accomplished with options that expire on
or near the maturity date of the anticipated transaction.



                                       37
<PAGE>   38

In March 2001, we entered into two foreign currency options to hedge against the
effect of fluctuations in foreign exchange rates on two notes issued in British
Pounds. The options of $11,500 GPB and $11,750 GPB have maturity dates
approximating those of the notes, of July 31, 2002 and July 2003, respectively.
Both options were priced at $0.69 GBP.

In part due to the aforementioned options, the Company's exposure to market risk
from changes in interest rates and foreign currency exchange rates has not
changed materially from its exposure as of the most recent year ended September
30, 2000.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)    EXHIBITS:

      See Exhibit Index following the Signature page in this report, which is
      incorporated herein by reference.

B)    REPORTS ON FORM 8-K:

A Form 8-K was filed on March 21, 2001 to provide under items 5 and 7 an
additional footnote to the Company's financial statements as of September 30,
2000, originally filed in its Form 10-K on December 19, 2000, in order to comply
with recent rule changes by the SEC, specifically Rule 3-10 of Regulation S-X as
amended by Financial Reporting Release No. 55 (the "Release"), Financial
Statements and Periodic Reports for Related Issuers and Guarantors.

A Form 8-K was filed on April 9, 2001 to report under items 5 and 7 the
announcement of a private placement of senior notes pursuant to the Company's
press release of April 4, 2001.






                                       38
<PAGE>   39


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.


                                     APOGENT TECHNOLOGIES INC.
                                     -------------------------------------------
                                     (Registrant)



Date:
-------------------------            -------------------------------------------
                                     Jeffrey C. Leathe
                                     Executive Vice President - Finance,
                                     Chief Financial Officer and Treasurer*

                                  *  Executing as both the financial officer and
                                     the duly authorized officer of the Company





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<PAGE>   40
APOGENT TECHNOLOGIES INC.
-------------------------

                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 1-11091)

                                  EXHIBIT INDEX
                                       TO
       QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
EXHIBIT                                                                                                       FILED
MBER                  DESCRIPTION                          INCORPORATED HEREIN BY REFERENCE TO              HEREWITH
-------  -----------------------------------               -------------------------------------            --------
<S>      <C>                                               <C>                                               <C>
 2.1     Contribution Agreement, Plan and                  Exhibit 2.1 to the Registrant's Form 10-K
         Agreement of Reorganization and                   for  the fiscal year ended
                                                           September 30, 2000 (the "2000 10-K)
         Distribution, dated as of November
         28, 2000, between the Registrant and
         Sybron Dental Specialties, Inc.
         ("SDS") and Sybron Dental
         Management, Inc. (excluding the forms
         of the ancillary agreements attached
         thereto as exhibits, definitive copies of
         which are filed as Exhibits 2.2
         through 2.8 below)

 2.2     General Assignment, Assumption and                Exhibit 2.2 to the 2000 10-K
         Agreement Regarding Litigation,
         Claims and Other Liabilities, dated as
         of December 11, 2000,
         between the Registrant and SDS

 2.3     Trade Name Assignment and                         Exhibit 2.3 to the 2000 10-K
         Transitional Trade Name Use and
         License Agreement, dated as of
         December 11, 2000, between the
         Registrant and SDS

 2.4     Insurance Matters Agreement, dated                Exhibit 2.4 to the 2000 10-K
         as of December 11, 2000, between the
         Registrant and SDS

 2.5     Employee Benefits Agreement, dated                Exhibit 2.5 to the 2000 10-K
         as of December 11, 2000, between the
         Registrant and SDS

 2.6     Tax Sharing and Indemnification                   Exhibit 2.6 to the 2000 10-K
         Agreement, dated as of December 11,
         2000, between the Registrant and
         SDS

 2.7     Interim Administrative Services                   Exhibit 2.7 to the 2000 10-K
         Agreement, dated as of December 11,
         2000, between the Registrant and SDS

 2.8     Confidentiality and Nondisclosure                 Exhibit 2.8 to the 2000 10-K
         Agreement, dated as of December 11,
         2000, between the Registrant and SDS

 3.1     (a) Composite Restated Articles of                The amendments approved by the
         Incorporation of the Registrant,                  Shareholders on January 30, 2001
         as amended through February 5,                    are incorporated by reference to
         2001 to change the name of the                    the Registrant's Proxy  Statement
         Registrant to Apogent Technologies                dated December 29, 2000 for its
         Inc. and increase the size of the                 Annual Meeting of Shareholders
         Board of Directors from between
         six and nine to between six and
         twelve directors

 3.2     (b) Articles of Amendment                         Exhibit 3.1(b) to the 2000 10-K
         containing Certificate of
         Designation, Preferences and
         Rights of Series A Preferred Stock

3.2      Bylaws of the Registrant, as                      Exhibit 3.2 to the 12/31/00 10-Q
         amended as of January 30, 2001 to
         amend Section 3.01 to reflect the
         increase in the maximum number of
         directors to twelve

4.1      Indenture, dated April 4, 2001                                                                         X
         among the Registrant, Subsidiary
         Guarantor parties thereto, and The
         Bank of New York, as Trustee

4.2      Exchange and Registration Rights                                                                       X
         Agreement, dated April 4, 2001,
         among the Registrant, Subsidiary
         Guarantors and Chase Securities
         Inc., Bank of America Securities
         LLC, Banc One Capital Markets
         Inc., Credit Suisse First Boston
         Corporation and First Union
         Securities Inc. (collectively, as
         Initial Purchasers)
</TABLE>




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