<PAGE>   1
                       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 June 30, 2000

                                       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

                        SYBRON INTERNATIONAL CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

          Wisconsin                                              22-2849508
          ---------                                              ----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

411 East Wisconsin Avenue, Milwaukee, Wisconsin                     53202
-----------------------------------------------                     -----
     (Address of principal executive offices)                     (Zip Code)

                                 (414) 274-6600
                                 --------------
              (Registrant's telephone number, including area code)

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

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

         At August 11, 2000, there were 105,182,025 shares of the Registrant's
Common Stock, par value $0.01 per share, outstanding.







<PAGE>   2
               SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES



<TABLE>
<CAPTION>

                                     Index                                                      Page
----------------------------------------------------------------                                ----
<S>                                                                                             <C>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets, June 30, 2000 (unaudited)
   and September 30, 1999                                                                          2

Consolidated Statements of Income for the three and nine months
   ended June 30, 2000 (unaudited) and 1999 (unaudited)                                            3

Consolidated Statements of Shareholders' Equity for the year
   ended September 30, 1999 and the nine months ended
   June 30, 2000 (unaudited)                                                                       4

Consolidated Statements of Cash Flows for the nine months ended
   June 30, 2000 (unaudited) and 1999 (unaudited)                                                  5

Notes to Unaudited Consolidated Financial Statements                                               7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS                                                       13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                37


PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                          40

SIGNATURES                                                                                        41


</TABLE>


<PAGE>   3



                         PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                  ASSETS
                                                                          June 30,           September 30,
                                                                            2000                 1999
                                                                        -------------        -------------
<S>                                                                     <C>                  <C>
Current assets:
   Cash and cash equivalents......................................       $    17,901         $     18,491
   Accounts receivable (less allowance for doubtful
     receivables of $5,761 and $5,676, respectively)..............           236,397              231,506
   Inventories (note 2)...........................................           231,419              203,202
   Deferred income taxes..........................................            24,999               23,339
   Prepaid expenses and other current assets......................            26,452               15,419
                                                                         -----------         ------------
       Total current assets.......................................           537,168              491,957
Available for sale security.......................................            52,150               50,900
Property, plant and equipment, net of accumulated depreciation
     of $240,385 and $212,995, respectively.......................           255,657              245,247
Intangible assets.................................................         1,155,009            1,028,081
Deferred income taxes.............................................            12,602               13,623
Other assets......................................................            10,661               13,109
                                                                         -----------         ------------
       Total assets...............................................        $2,023,247           $1,842,917
                                                                         ===========         ============
<CAPTION>

                                    LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                      <C>                 <C>
Current liabilities:
   Accounts payable...............................................       $    52,349         $     62,418
   Current portion of long-term debt..............................             4,118                8,962
   Income taxes payable...........................................            10,720               23,490
   Accrued payroll and employee benefits..........................            44,261               49,006
   Deferred income taxes..........................................             3,819                3,251
   Other current liabilities (note 4).............................            31,984               44,822
                                                                         -----------         ------------
       Total current liabilities..................................           147,251              191,949
Long-term debt....................................................           972,418              875,254
Securities lending agreement......................................            52,150               50,461
Deferred income taxes.............................................            98,145               84,527
Other liabilities.................................................            20,491               15,382
Commitments and contingent liabilities
Shareholders' equity:
   Preferred Stock, $.01 par value; authorized 20,000,000 shares                   -                    -
   Common Stock, $.01 par value; authorized 250,000,000 shares,
     issued 105,182,245 and 104,023,697 shares, respectively......             1,052                1,040
   Equity Rights, 50 rights at $1.09 per right....................                 -                    -
   Additional paid-in capital.....................................           271,596              251,251
   Retained earnings..............................................           507,997              403,380
   Accumulated other comprehensive income.........................           (47,853)             (30,327)
   Treasury common stock, 220 shares at cost .....................                 -                    -
                                                                         -----------         ------------
       Total shareholders' equity.................................           732,792              625,344
                                                                         -----------         ------------
       Total liabilities and shareholders' equity.................       $ 2,023,247         $  1,842,917
                                                                         ===========         ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>   4



                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                                           Three Months Ended                 Nine Months Ended
                                                                                June 30,                          June 30,
                                                                         2000             1999             2000             1999
                                                                         ----             ----             ----             ----
<S>                                                                    <C>              <C>              <C>              <C>
Net sales ......................................................       $ 317,015        $ 280,051        $ 941,651        $ 800,398
Cost of sales:
   Cost of product sold ........................................         150,809          134,476          450,058          387,322
   Depreciation of purchase accounting adjustments .............             154              160              476              496
                                                                       ---------        ---------        ---------        ---------
Total cost of sales ............................................         150,963          134,636          450,534          387,818
                                                                       ---------        ---------        ---------        ---------

Gross profit ...................................................         166,052          145,415          491,117          412,580

Selling, general and administrative expenses ...................          78,062           70,045          231,333          198,280
Merger, transaction and integration expense/(credit) ...........            --               (122)            --              2,569
Restructuring charge reversal (note 4) .........................            --               (932)            --               (932)
Depreciation and amortization of purchase
   accounting adjustments ......................................          11,503            7,794           32,838           22,654
                                                                       ---------        ---------        ---------        ---------

Total selling, general and administrative expenses .............          89,565           76,785          264,171          222,571
                                                                       ---------        ---------        ---------        ---------

Operating income ...............................................          76,487           68,630          226,946          190,009
Other income (expense):
   Interest expense ............................................         (18,769)         (13,749)         (54,951)         (41,898)
   Amortization of deferred financing fees .....................            (209)             (87)            (608)            (247)
   Other, net ..................................................             641               41            1,417             (592)
                                                                       ---------        ---------        ---------        ---------
Income before income taxes and discontinued
   operations ..................................................          58,150           54,835          172,804          147,272
Income taxes ...................................................          22,932           21,491           68,187           58,098
                                                                       ---------        ---------        ---------        ---------
Income from continuing operations ..............................          35,218           33,344          104,617           89,174

Discontinued operations:
Income from discontinued operations (net of
   income tax expense of $80) (note 5) .........................            --               --               --                121
   Extraordinary Item:
Gain on sale of discontinued operations (less income
   tax expense/(benefit) of ($2,696) and $15,955,
   respectively) (note 5) ......................................            --               (838)            --             17,958
                                                                       ---------        ---------        ---------        ---------
Net income .....................................................       $  35,218        $  32,506        $ 104,617        $ 107,253
                                                                       =========        =========        =========        =========

Basic earnings per common share from continuing
   operations ..................................................       $     .34        $     .32        $    1.00        $     .86
Discontinued operations ........................................            --               --               --               --
Extraordinary item .............................................            --               (.01)            --                .18
                                                                       ---------        ---------        ---------        ---------
Basic earnings per common share ................................       $     .34        $     .31        $    1.00        $    1.04
                                                                       =========        =========        =========        =========

Diluted earnings per common share from continuing
   operations ..................................................       $     .33        $     .31        $     .98        $     .84
Discontinued operations ........................................            --               --               --               --
Extraordinary item .............................................            --               (.01)            --                .17
                                                                       ---------        ---------        ---------        ---------
Diluted earnings per common share ..............................       $     .33        $     .30        $     .98        $    1.01
                                                                       =========        =========        =========        =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.





                                       3
<PAGE>   5
                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES



                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                      FOR THE YEAR ENDED SEPTEMBER 30, 1999
                     AND THE NINE MONTHS ENDED JUNE 30, 2000
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>                                                                                              ACCUMULATED
                                                                        ADDITIONAL                        OTHER           TOTAL
                                                           COMMON        PAID-IN         RETAINED     COMPREHENSIVE    SHAREHOLDERS'
                                                           STOCK         CAPITAL         EARNINGS         INCOME          EQUITY
                                                          --------     ------------      --------         ------       -------------
<S>                                                       <C>          <C>               <C>          <C>              <C>
Balance at September 30, 1998 .....................        $1,029        $234,070        $260,833        $(20,688)        $ 475,244
Comprehensive income:
   Net income .....................................          --              --           142,547            --             142,547
   Translation adjustment .........................          --              --              --            (9,905)           (9,905)
   Unrealized gain on security available
     for sale .....................................          --              --              --               266               266
                                                           ------        --------        --------        --------         ---------
Total comprehensive income ........................          --              --           142,547          (9,639)          132,908
Shares issued in connection with the
   exercise of 1,121,421 stock options ............            11          10,680            --              --              10,691
Tax benefits related to stock options .............          --             6,501            --              --               6,501
                                                           ------        --------        --------        --------         ---------
Balance at September 30, 1999 .....................         1,040         251,251         403,380         (30,327)          625,344
Comprehensive income:
   Net income .....................................          --              --           104,617            --             104,617
   Translation adjustment .........................          --              --              --           (18,273)         (18,273)
   Unrealized gain on security available
     for sale .....................................          --              --              --               747               747
                                                           ------        --------        --------        --------         ---------
Total comprehensive income ........................          --              --           104,617         (17,526)           87,091
Shares issued in connection with the
   exercise of 1,158,548 stock options ............            12          12,484            --              --              12,496
Tax benefits related to stock options .............          --             7,861            --              --               7,861
                                                           ------        --------        --------        --------         ---------
Balance at June 30, 2000 ..........................        $1,052        $271,596        $507,997        $(47,853)        $ 732,792
                                                           ======        ========        ========        ========         =========
</TABLE>



     See accompanying notes to unaudited consolidated financial statements.




                                       4
<PAGE>   6



                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                                         Nine Months Ended
                                                                                                              June 30,
                                                                                                   2000                     1999
                                                                                                   ----                     ----
<S>                                                                                              <C>                      <C>
Cash flows from operating activities:
 Net income ......................................................................               $ 104,617                $ 107,253
 Adjustments to reconcile net income to net cash provided by operating
    activities:
  Gain on sale of  NPT ...........................................................                    --                    (17,958)
  Depreciation ...................................................................                  28,792                   26,893
  Amortization ...................................................................                  32,698                   22,805
  Loss (gain) on sale of property plant and equipment ............................                    (246)                    --
  Provision for losses on doubtful accounts ......................................                     802                      108
  Inventory provisions ...........................................................                   1,338                      255
  Deferred income taxes ..........................................................                  13,547                   19,897
     Changes in assets and liabilities, net of effects of businesses acquired:
  Decrease (increase) in accounts receivable .....................................                   5,189                   (3,457)
  Increase in inventories ........................................................                 (14,196)                 (15,341)
  Decrease (increase) in prepaid expenses and other current assets ...............                 (10,674)                   1,908
  Decrease in accounts payable ...................................................                 (12,693)                  (3,395)
  Decrease in income taxes payable ...............................................                 (12,666)                 (18,969)
  Increase (decrease) in accrued payroll and employee benefits ...................                 (12,103)                     537
  Decrease in other current liabilities ..........................................                 (13,266)                 (15,793)
  Net change in other assets and liabilities .....................................                  (3,812)                  (7,201)
                                                                                                 ---------                ---------
     Net cash provided by operating activities ...................................                 107,327                   97,542

Cash flows from investing activities:
  Capital expenditures ...........................................................                 (33,482)                 (23,576)
  Proceeds from sales of property, plant and equipment ...........................                     967                      918
  Proceeds (refund) from the sale of NPT, net of sale expenses ...................                  (2,600)                  85,877
  Payments for businesses acquired ...............................................                (143,796)                (188,121)
                                                                                                 ---------                ---------
     Net cash used in investing activities .......................................                (178,911)                (124,902)

Cash flows from financing activities:
  Proceeds - revolving credit facility ...........................................                 417,600                  422,900
  Principal payments - revolving credit facility .................................                (347,400)                (328,000)
  Principal payments on long-term debt ...........................................                  (4,891)                 (87,878)
  Receipt of collateral under securities lending agreement .......................                   1,869                     --
  Proceeds from the exercise of common stock options .............................                  12,496                    7,207
  Deferred financing fees ........................................................                    (197)                    (146)
  Other ..........................................................................                  (3,592)                   4,133
                                                                                                 ---------                ---------
     Net cash provided by financing activities ...................................                  75,885                   18,216

Effect of exchange rate changes on cash and cash equivalents .....................                  (4,891)                    (477)
Net decrease in cash and cash equivalents ........................................                    (590)                  (9,621)
Cash and cash equivalents at beginning of period .................................                  18,491                   23,891
                                                                                                 ---------                ---------
Cash and cash equivalents at end of period .......................................               $  17,901                $  14,270
                                                                                                 =========                =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.





                                       5
<PAGE>   7
                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES


                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                   Nine Months Ended
                                                                                                       June 30,
                                                                                              2000                  1999
                                                                                             ------                ------
<S>                                                                                         <C>                  <C>
         Supplemental disclosures of cash flow information:
          Cash paid during the period for interest..................................        $ 53,412             $ 43,974
                                                                                              ======               ======
          Cash paid during the period for income taxes..............................        $ 58,333             $ 50,280
                                                                                              ======               ======
          Capital lease obligations incurred........................................        $     56             $    277
                                                                                              ======               ======
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.













                                       6
<PAGE>   8


                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   In the opinion of management, all adjustments which are necessary for a
     fair statement of the results for the interim periods presented have been
     included. Except as described in note 5 below, all such adjustments were of
     a normal recurring nature. The results for the three and nine month periods
     ended June 30, 2000 are not necessarily indicative of the results to be
     expected for the full year.


     On April 24, 2000, Sybron International Corporation (the "Company" or
     "Sybron International") announced its intention to spin off its Dental
     Business as a separate publicly traded company. The spin-off will be
     effected by way of a pro rata dividend of the stock of SDS Holding Co. to
     the Company's shareholders (the "Distribution"). SDS Holding Co. is a newly
     organized Delaware subsidiary of the Company which will be renamed Sybron
     Dental Specialties, Inc. ("SDS") in connection with the Distribution. SDS
     will own and operate all of our dental group businesses, including those
     operated by the subsidiary currently named Sybron Dental Specialties, Inc.
     This subsidiary will be renamed Sybron Dental Management, Inc. ("SDM") in
     connection with the Distribution, and will become a wholly owned subsidiary
     of SDS. Following the Distribution, our shareholders will own shares in
     both SDS, which will then be an independent public company operating the
     Dental Business, and Sybron International, which will continue to operate
     the Company's Laboratory Business.

     The Distribution is subject to a number of conditions, including (i)
     receipt by the Company of a favorable ruling from the Internal Revenue
     Service concerning the tax-free nature of the Distribution, (ii)
     appropriate stock market conditions for the Distribution, (iii) financing
     for Sybron International and SDS as independent companies, (iv) completion
     of certain internal restructuring steps, including the transfer of SDM and
     its dental businesses to SDS, (v) receipt of approval to list SDS's common
     stock on the NYSE, (vi) approval by Sybron International's board of
     directors of the final terms of the Distribution, and (vii) effectiveness
     of a registration statement on Form 10 registering the stock of SDS under
     the Securities Exchange Act of 1934, including an information statement
     that would be sent to the Company's shareholders in connection with the
     Distribution. Upon satisfaction of the conditions, SDS will be shown as a
     discontinued operation.

     On August 8, 2000, SDS filed its Form 10 with the SEC via EDGAR, under its
     current name, "SDS Holding Co." The information in the Form 10 is
     preliminary, and is subject to amendment and completion.

2.   Inventories at June 30, 2000 and September 30, 1999 consist of the
     following: (In thousands)




                                       7
<PAGE>   9
<TABLE>
<CAPTION>


                                                          June 30,                        September 30,
                                                            2000                              1999
                                                            ----                              ----
<S>                                                       <C>                             <C>
      Raw materials                                       $ 97,197                          $ 67,541
      Work-in-process                                       40,095                            39,439
      Finished goods                                       105,068                           106,010
      Excess and obsolescence reserves                      (7,981)                           (7,091)
      LIFO reserve                                          (2,960)                           (2,697)
                                                          --------                          --------
                                                          $231,419                          $203,202
                                                          ========                          ========
</TABLE>

3.   For the three and nine month periods ended June 30, 2000, the Company
     completed one and eight acquisitions, respectively. These acquisitions were
     all cash transactions, except the acquisition in the third quarter for
     which part of the purchase price was paid in cash and part was paid with
     the issuance of a note in the amount of approximately $30.7 million. The
     aggregate purchase price of the acquisitions (including the $30.7 million
     note) for the quarter and year to date periods (which are not significant,
     individually or in the aggregate), net of cash acquired, was approximately
     $35.8 million and $174.5 million, respectively. There are no future
     purchase price adjustments with respect to earnout provisions for any of
     these transactions. All of these acquisitions have been accounted for as
     purchases. The results of these acquisitions were included as of the date
     they were acquired. The total goodwill and intangibles for the three and
     nine month periods ended June 30, 2000 for acquired companies (including
     adjustments for asset valuations in previous fiscal 2000 quarters) was
     approximately $36.7 million and $146.9 million, respectively, and will be
     amortized over 15-20 years. A description of the company acquired in the
     third quarter is as follows:

     (a)  On May 9, 2000, the Company acquired Genevac Limited ("Genevac"),
          located in Ipswich, England. Genevac is a designer and manufacturer of
          specialty evaporators used in chemical, agrochemical and biotechnology
          laboratories for drug discovery and other chemistry related
          applications. Sales revenues in 1999 were approximately $11.2 million.
          Genevac will be included in the Labware and Life Sciences business
          segment.

     Subsequent to June 30, 2000, the company completed two acquisitions for
     cash. The aggregate purchase price for these two acquisitions was not
     significant, individually or aggregated with other fiscal 2000
     acquisitions. Both of these transactions, which are described below, will
     be accounted for as purchases.

     (a)  On August 3, 2000, the Company acquired Abbott Laboratories Murex
          bacteriology latex agglutination product line ("Murex"). The latex
          agglutination bacteriology products include antisera, agglutination
          reagents, latex reagents and stained suspensions, all currently
          manufactured by or for Abbott's Murex subsidiary based in Dartford,
          England. Abbott will continue to provide manufacturing, distribution
          and other customer related functions for the Company until it is ready
          to transition the products into its manufacturing and distribution
          system. Sales revenues in 1999 were approximately $24.0 million. Murex
          will be included in the Diagnostics and Microbiology business segment.



                                       8
<PAGE>   10

     (b)  On August 9, 2000, the Company announced that it had acquired Lab
          Vision Corporation ("Lab Vision"). Lab Vision is a world leading
          manufacturer and distributor of automated staining instruments and
          antibodies used by immunohistochemistry laboratories. Lab Vision's
          sales revenues are approximately $9.0 million. Lab Vision will be
          included in the Clinical and Industrial business segment.



4.   The following table updates activity to the Company's 1998 restructuring
     charges as described in note 11 to the consolidated financial statements in
     the Company's 1999 annual report on Form 10-K and included in other current
     liabilities in the Company's balance sheet.
<TABLE>
<CAPTION>

                              LEASE      SHUT-      INVENTORY  FIXED                            CONTRACTUAL
                              ------     ---------- ---------- ------                           -----------
                   SEVERANCE  PAYMENTS   DOWN       WRITE-OFF  ASSETS    TAX (D)  GOODWILL (E)  OBLIGATIONS
                   ---------  --------   ---------  ---------- -------   -------  ------------  -----------
                   (A)        (B)        COSTS (B)  (C)        (C)                                 (F)       OTHER       TOTAL
                   ---        ---        ---------  ---        ---                                 ---       -----       -----
                                                        (IN THOUSANDS)
<S>               <C>         <C>        <C>        <C>        <C>       <C>      <C>           <C>         <C>         <C>
1998
Restructuring
charge            $   8,500   $    400   $    500   $ 6,400    $ 2,300   $ 700    $  2,100      $  1,000    $  2,100    $ 24,000
1998 cash
payments              3,300        100        100        --         --      --          --           400         700       4,600
1998 non-cash
charges                --         --         --       6,400      2,300      --       2,100            --         600      11,400
                    -------    -------    -------    ------     ------    ----     -------       -------     -------     -------
September 30,
1998 balance      $   5,200   $    300   $    400   $    --    $    --   $ 700    $     --      $    600    $    800    $  8,000

1999 cash
payments              3,400        300        400        --         --      --          --           300         400       4,800
Adjustments (a)         900         --         --        --         --      --          --            --          --         900
                    -------    -------    -------    ------     ------    ----     -------       -------     -------     -------
September 30,
1999 balance      $     900   $     --   $     --   $    --    $    --   $ 700    $     --      $    300    $    400    $  2,300
2000 cash
payments                400         --         --        --         --      --          --           200         200         800
                    -------    -------    -------    ------     ------    ----     -------       -------     -------     -------
June 30, 2000
balance           $     500   $     --   $     --   $    --    $    --   $ 700    $     --      $    100    $    200    $  1,500
                    =======    =======    =======    ======     ======    ====     =======       =======     =======     =======
</TABLE>

          -----------------------------

(a)  Amount represents severance and termination costs for approximately 165
     terminated employees (primarily sales and marketing personnel). As of June
     30, 2000, 154 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
     $900 was made in the second quarter of fiscal 1999 to adjust the accrual
     primarily representing over accruals for anticipated costs associated with
     outplacement services, accrued fringe benefits, and severance associated
     with employees who were previously notified of termination and subsequently
     filled other Company positions. No additional employees will be terminated
     under this restructuring plan.
(b)  Amount represents lease payments and shutdown costs on exited facilities.
(c)  Amount represents write-offs of inventory and fixed assets associated with
     discontinued product lines.
(d)  Amount represents a statutory tax relating to assets transferred from an
     exited sales facility in Switzerland.
(e)  Amount represents goodwill associated with exited product lines at Sybron
     Laboratory Products Corporation.
(f)  Amount represents certain terminated contractual obligations primarily
     associated with SDS.

     The Company expects to make future cash payments of approximately $0.2
     million in the remainder of fiscal 2000 and approximately $1.3 million in
     fiscal 2001 and beyond.

5.   On March 31, 1999, the Company completed the sale of Nalge Process
     Technologies Group, Inc. ("NPT"). The results and gain on the sale of NPT
     in the fiscal 1999 period are classified as




                                       9
<PAGE>   11

     discontinued operations and an extraordinary item, respectively. In
     addition, in the first quarter of fiscal 2000, the Company refunded
     approximately $2.6 million of previously accrued purchase price adjustments
     to the purchaser. The Company does not anticipate any additional
     adjustments to the purchase price.

6.   The Company's operating subsidiaries are engaged in the manufacture and
     sale of laboratory and dental products in the United States and other
     countries. Laboratory 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. Dental products are
     categorized in the business segments of a) Professional Dental, b)
     Orthodontics and c) Infection Control Products.

     Information on these business segments is summarized on the following two
pages:




                                       10
<PAGE>   12
<TABLE>
<CAPTION>
                               LABWARE    CLINICAL    DIAGNOSTICS                              TOTAL
                               AND LIFE      AND          AND       LABORATORY    ELIMIN-   LABORATORY
                               SCIENCES   INDUSTRIAL  MICROBIOLOGY   EQUIPMENT     ATIONS    BUSINESS
                               --------   ----------  ------------   ---------     ------    --------
<S>                            <C>        <C>         <C>           <C>           <C>       <C>
THREE MONTHS ENDED 6/30/ 99
Revenues:
  External customer ........    70,682     45,370        42,918        24,554          --     183,524
  Intersegment .............     1,443        106           201           186      (1,788)        148
                                ------     ------        ------        ------     -------     -------
    Total revenues .........    72,125     45,476        43,119        24,740      (1,788)    183,672
                                ======     ======        ======        ======     =======     =======
Gross profit ...............    36,590     19,567        21,667        10,283          --      88,107
Selling, general and admin..    18,031      7,749        11,100         4,980          --      41,860
Operating income ...........    18,559     11,818        10,567         5,303          --      46,247
THREE MONTHS ENDED 6/30/00
Revenues:
  External customer ........    86,810     50,270        50,636        24,313          --     212,029
  Intersegment .............       203      1,735           138           228      (2,130)        174
                                ------     ------        ------        ------     -------     -------
    Total revenues .........    87,013     52,005        50,774        24,541      (2,130)    212,203
                                ======     ======        ======        ======     =======     =======
Gross profit ...............    45,919     22,124        27,200        10,166          --     105,409
Selling, general and admin..    25,096      8,800        13,736         4,806          --      52,438
Operating income ...........    20,823     13,324        13,464         5,360          --      52,971
</TABLE>
<TABLE>
<CAPTION>
                                                            INFECTION                 TOTAL
                             PROFESSIONAL                   CONTROL       ELIMIN-     DENTAL
                                DENTAL      ORTHODONTICS    PRODUCTS      ATIONS     BUSINESS        OTHER (A)      TOTAL
                                ------      ------------    --------      ------     --------        ---------      -----
<S>                          <C>            <C>             <C>          <C>         <C>             <C>          <C>
THREE MONTHS ENDED 6/30/ 99
Revenues:
  External customer ........    48,311         42,059         6,157           --       96,527              --      280,051
  Intersegment .............       279          1,140            --       (1,419)          --            (148)          --
                                ------         ------        ------      -------     --------         -------     --------
    Total revenues .........    48,590         43,199         6,157       (1,419)      96,527            (148)     280,051
                                ======         ======        ======      =======     ========         =======     ========
Gross profit ...............    27,036         26,934         3,338           --       57,308              --      145,415
Selling, general and admin..    14,836         13,908         2,576           --       31,320           3,605       76,785
Operating income ..........     12,200         13,026           762           --       25,988          (3,605)      68,630
THREE MONTHS ENDED 6/30/00
Revenues:
  External customer ........    53,451         44,270         7,265           --      104,986              --      317,015
  Intersegment .............       248          1,719            24       (1,991)          --            (174)          --
                                ------         ------        ------      -------     --------         -------     --------
    Total revenues .........    53,699         45,989         7,289       (1,991)     104,986            (174)     317,015
                                ======         ======        ======      =======     ========         =======     ========
Gross profit ...............    30,335         26,636         3,672           --       60,643              --      166,052
Selling, general and admin..    15,821         16,033         2,966           --       34,820           2,307       89,565
Operating income ...........    14,514         10,603           706           --       25,823          (2,307)      76,487
</TABLE>
-------------------------------------------------
(a) Includes the elimination of intergroup and corporate office activity.



                                       11
<PAGE>   13

<TABLE>
<CAPTION>
                               LABWARE    CLINICAL    DIAGNOSTICS                              TOTAL
                               AND LIFE      AND          AND       LABORATORY    ELIMIN-   LABORATORY
                               SCIENCES   INDUSTRIAL  MICROBIOLOGY   EQUIPMENT     ATIONS    BUSINESS
                               --------   ----------  ------------   ---------     ------    --------
<S>                            <C>        <C>         <C>           <C>           <C>       <C>
NINE MONTHS ENDED 6/30/ 99
Revenues:
  External customer ........    192,599     129,784      119,841       73,118       --         515,342
  Intersegment .............        735       4,496          286          560     (5,648)          429
                                -------     -------      -------      -------      -----     ---------
    Total revenues .........    193,334     134,280      120,127       73,678     (5,648)      515,771
                                =======     =======      =======      =======      =====     =========
Gross profit ...............     98,575      54,674       61,158       30,414       --         244,821
Selling, general and admin..     49,867      22,278       30,837       15,294       --         118,276
Operating income ...........     48,708      32,396       30,321       15,120       --         126,545
NINE MONTHS ENDED 6/30/00
Revenues:
  External customer ........    252,292     156,847      154,431       71,416       --         634,986
  Intersegment .............        841       5,062          331          671     (6,445)          460
                                -------     -------      -------      -------      -----     ---------
    Total revenues .........    253,133     161,909      154,762       72,087     (6,445)      635,446
                                =======     =======      =======      =======      =====     =========
Gross profit ...............    131,942      67,034       83,633       30,056       --         312,665
Selling, general and admin..     72,074      26,995       42,598       15,168       --         156,835
Operating income ...........     59,868      40,039       41,035       14,888       --         155,830
Segment Assets .............    583,343     286,031      462,863      127,221       --       1,459,458
</TABLE>
<TABLE>
<CAPTION>
                                                         INFECTION               TOTAL
                             PROFESSIONAL                CONTROL     ELIMIN-     DENTAL
                                DENTAL     ORTHODONTICS  PRODUCTS    ATIONS     BUSINESS     OTHER (A)       TOTAL
                                ------     ------------  --------    ------     --------     ---------       -----
<S>                          <C>           <C>           <C>         <C>        <C>          <C>           <C>
NINE MONTHS ENDED 6/30/ 99
Revenues:
  External customer ........    140,303       127,009     17,744       --        285,056         --          800,398
  Intersegment .............        475         3,214       --       (3,689)        --           (429)          --
                                -------       -------     ------     ------      -------     --------      ---------
    Total revenues .........    140,778       130,223     17,744     (3,689)     285,056         (429)       800,398
                                =======       =======     ======     ======      =======     ========      =========
Gross profit ...............     78,456        79,574      9,729       --        167,759         --          412,580
Selling, general and admin..     46,438        42,538      7,308       --         96,284        8,011        222,571
Operating income ...........     32,018        37,036      2,421       --         71,475       (8,011)       190,009
NINE MONTHS ENDED 6/30/00
Revenues:
  External customer ........    156,273       131,030     19,362       --        306,665         --          941,651
  Intersegment .............        687         4,391         28     (5,106)        --           (460)          --
                                -------       -------     ------     ------      -------     --------      ---------
    Total revenues .........    156,960       135,421     19,390     (5,106)     306,665         (460)       941,651
                                =======       =======     ======     ======      =======     ========      =========
Gross profit ...............     88,921        80,236      9,295       --        178,452         --          491,117
Selling, general and admin..     44,800        46,011      7,937       --         98,748        8,588        264,171
Operating income ...........     44,121        34,225      1,358       --         79,704       (8,588)       226,946
Segment Assets .............    198,399       190,648     57,683       --        446,730      117,059      2,023,247
</TABLE>
----------------------------------------





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



                                       12
<PAGE>   14


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

GENERAL

         The subsidiaries of Sybron International Corporation (the "Company" or
"Sybron International") are leading manufacturers of value-added products for
the Labware and Life Sciences, Clinical and Industrial, Diagnostics and
Microbiology, Laboratory Equipment, Professional Dental, Orthodontics and
Infection Control Products markets in the United States and abroad. Our Labware
and Life Sciences, Clinical and Industrial, Diagnostics and Microbiology and
Laboratory Equipment business segments (collectively, the "Laboratory Business")
are grouped under our subsidiary Sybron Laboratory Products Corporation, and our
Professional Dental, Orthodontics and Infection Control Products business
segments (collectively the "Dental Business") are grouped under a subsidiary
that is currently named Sybron Dental Specialties, Inc. The primary subsidiaries
in each of our business segments are as follows:

                        LABORATORY BUSINESS SUBSIDIARIES
<TABLE>
<S>                                                                             <C>
  Labware and Life Sciences                                                     Clinical and Industrial

  Matrix Technologies Corporation                                               Erie Scientific Company
  Nalge Nunc International Corporation                                          Chase Scientific Glass, Inc.
  National Scientific Company                                                   The Naugatuck Glass Company
  Nunc A/S                                                                      Richard-Allan Scientific Company
  Molecular BioProducts, Inc.                                                   Samco Scientific Corporation
  Robbins Scientific Corporation                                                Microm Laborgerate GmbH
                                                                                Gerhard Menzel Glasbearbeitungswerk
                                                                                  GmbH & Co. K.G.

  Diagnostics and Microbiology                                                  Laboratory Equipment

  Applied Biotech, Inc.                                                         Barnstead Thermolyne Corporation
  Microgenics Corporation                                                       Lab-Line Instruments, Inc.
  Alexon-Trend, Inc.
  Remel Inc.
</TABLE>
                          DENTAL BUSINESS SUBSIDIARIES
<TABLE>
<S>                                                                             <C>
  Professional Dental                                                           Orthodontics

  Kerr Corporation including its Demetron Division                              Ormco Corporation, including its
  Sybron Canada Limited's Beavers Dental Division                                 Analytic Endodontics Division
  Kerr Italia S.p.A.                                                            Ormodent Group
  Pinnacle Products, Inc.                                                       Ormco B.V.
                                                                                Allesee Orthodontic Appliances, Inc.
  Infection Control Products

  Metrex Research Corporation, including its Alden Scientific
    Division
</TABLE>



                                       13
<PAGE>   15

         When we use the terms "we" or "our" in this report, we are referring to
Sybron International Corporation and its subsidiaries. Our fiscal year ends on
September 30 and, accordingly, all references to quarters refer to the Company's
fiscal quarters. The quarters ended June 30, 1999 and 2000, refer to the
Company's third fiscal quarters of 1999 and 2000, respectively.

PROPOSED SPIN-OFF OF THE DENTAL BUSINESS

         On April 24, 2000, Sybron International announced its intention to spin
off its Dental Business as a separate publicly traded company. The spin-off will
be effected by way of a pro rata dividend of the stock of SDS Holding Co. to the
Company's shareholders (the "Distribution"). SDS Holding Co. is a newly
organized Delaware subsidiary of the Company which will be renamed Sybron Dental
Specialties, Inc. ("SDS") in connection with the Distribution. SDS will own and
operate all of our dental group businesses, including those operated by the
subsidiary currently named Sybron Dental Specialties, Inc. This subsidiary will
be renamed Sybron Dental Management, Inc. ("SDM") in connection with the
Distribution, and will become a wholly owned subsidiary of SDS. Following the
Distribution, our shareholders will own shares in both SDS, which will then be
an independent public company operating the Dental Business, and Sybron
International, which will continue to operate the Company's Laboratory Business.
As an independent public company, SDS's stock is expected to trade on the New
York Stock Exchange ("NYSE") under the symbol "SYD". As previously announced,
the Company intends to change its name to Apogent Technologies Inc. following
the Distribution. The name change requires shareholder approval, which the
Company will seek at its 2001 annual meeting. Once shareholders approve the
name change, the Company expects its stock to trade on the NYSE under the
symbol "AOT."

         The Distribution is subject to a number of conditions, including (i)
receipt by the Company of a favorable ruling from the Internal Revenue Service
concerning the tax-free nature of the Distribution, (ii) appropriate stock
market conditions for the Distribution, (iii) financing for Sybron International
and SDS as independent companies, (iv) completion of certain internal
restructuring steps, including the transfer of SDM and its dental businesses to
SDS, (v) receipt of approval to list SDS's common stock on the NYSE, (vi)
approval by Sybron International's board of directors of the final terms of the
Distribution, and (vii) effectiveness of a registration statement on Form 10
registering the stock of SDS under the Securities Exchange Act of 1934,
including an information statement that would be sent to the Company's
shareholders in connection with the Distribution.

         On August 8, 2000, SDS filed its Form 10 with the SEC via EDGAR, under
its current name, "SDS Holding Co." The information in the Form 10 is
preliminary, and is subject to amendment and completion.

OVERVIEW

         Over the past several years the Company has been pursuing a growth
strategy designed to increase sales and enhance operating margins. Elements of
that strategy include emphasis on acquisitions, product line extensions, new
product introductions, international growth and rationalization of existing
businesses and product lines. We rely heavily on debt to finance our growth
strategy, and our growth strategy has resulted over the years in substantial
portions of our sales, income and cash flows coming from international markets.
The environment for execution of our strategy has become significantly more
challenging over the past year as interest rates continue to increase and as the
U.S. dollar has strengthened against currencies in key markets for us. Increased
interest expense and the increased strength of the U.S. dollar reduced our
earnings by approximately $ 4.7 million (net of tax) for the quarter ended June
30, 2000, as compared with the same period last year. We expect a similar effect
in the fourth quarter, provided interest rates and the strength of the U.S.
dollar do not change. For further information about



                                       14
<PAGE>   16

our interest rate risk, see "Liquidity and Capital Resources," below, and "Item
3. Quantitative and Qualitative Disclosures about Market Risk -Interest Rates."
For further information about our foreign exchange risk, see "International
Operations," below, and "Item 3. Quantitative and Qualitative
Disclosures about Market Risk - Foreign Exchange."

         Our results for the three and nine months ended June 30, 1999 include a
credit of approximately $1.1 million and a charge of approximately $1.6 million
relating to adjustments to our 1998 restructuring reserve and integration costs
associated with two mergers (the "1999 Special Charges").

         Both our sales and operating income for the quarter and year to date
period ended June 30, 2000 grew over the corresponding prior year periods. Net
sales for the third quarter and the first nine months of fiscal 2000 increased
by 13.2% and 17.6%, respectively, over the corresponding fiscal 1999 periods.
Operating income for the third quarter and first nine months of fiscal 2000
increased by 11.4% and 19.4%, respectively, over the corresponding fiscal 1999
periods. Excluding the 1999 Special Charges, operating income for the third
quarter and the first nine months of fiscal 2000 increased by 13.2% and 18.4%,
respectively, over the corresponding fiscal 1999 periods.

         Sales growth in the quarter was balanced both domestically and
internationally. In the third quarter of fiscal 2000, domestic and international
sales increased by 13.4% and by 12.7%, respectively, over the corresponding
fiscal 1999 quarter. For the first nine months of fiscal 2000, domestic and
international sales increased by 18.8% and 15.4%, respectively, over the
corresponding fiscal 1999 period. In both the third quarter and first nine
months of fiscal 2000, international sales growth was negatively impacted by the
strengthening of the U.S. dollar. Without the negative currency effects,
international sales growth for the quarter and first nine months of fiscal 2000
would have been 16.1% and 19.2%, respectively, over the corresponding fiscal
1999 periods.

         Although healthy, our growth in sales and earnings were negatively
impacted in the quarter by lower than anticipated internal sales growth in our
Laboratory Business. The greatest part of the softness was caused by lower than
expected sales to a large OEM customer and by the streamlining of inventory at a
research/life science distributor. Ordering patterns of OEM customers and
distributors are unpredictable. The current conditions are expected to persist
through the fourth quarter and begin to resolve in the first quarter of next
year. This expectation is a forward looking statement, and is subject to a
number of uncertainties, including the ordering patterns of our OEM customers
and our distributors, which are beyond our control.

         While Dental Business sales and earnings have enjoyed healthy growth
this year overall, this business has been soft in Europe for the third quarter
and the nine months ended June 30, 2000. This softness can be attributed to a
number of factors, including the strong U.S. dollar, competition, and
uncertainty regarding governmental reimbursement in Germany, which primarily
affects the Orthodontics business segment. These conditions are expected to
continue through the fourth quarter and possibly into the next fiscal year.

         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 eight acquisitions in the first nine months of fiscal
2000. (See Note 3 to the Unaudited Consolidated Financial



                                       15
<PAGE>   17

Statements.) Our ability to continue to grow at historical rates through
acquisitions is subject to a number of uncertainties, including but not limited
to the availability of suitable acquisition candidates at reasonable prices, our
ability to raise funds, and the cost of capital for acquisitions.

NON-CASH CHARGES

         Our results of operations include goodwill amortization, other
amortization, and depreciation. These non-cash charges totaled $20.8 million and
$17.1 million for the quarters ended June 30, 2000 and 1999, respectively, and
$61.5 million and $49.7 million for the first nine months ended June 30, 2000
and 1999, respectively. Because our operating results reflect significant
depreciation and amortization expense largely associated with stepped-up assets,
goodwill and other intangibles from our acquisition program and the leveraged
buyout in 1987 of a company known at that time as Sybron Corporation (the
"Acquisition"), we believe our "Adjusted EBITDA" is a useful measure of our
ability to internally fund our liquidity requirements. "Adjusted EBITDA" (while
not a measure under generally accepted accounting principles ("GAAP"), and not a
substitute for GAAP-measured earnings or cash flows or an indication of
operating performance or a measure of liquidity) represents, for any relevant
period, net income from continuing operations plus (i) interest expense, (ii)
provision for income taxes, (iii) the 1999 Special Charges, and (iv)
depreciation and amortization, all determined on a consolidated basis and in
accordance with GAAP. Our "Adjusted EBITDA" amounted to $97.7 million and $84.6
million for the quarters ended June 30, 2000 and 1999, respectively, and $289.2
million and $240.5 million for the first nine months ended June 30, 2000 and
1999, respectively.

INTERNATIONAL OPERATIONS

         Substantial portions of our sales, income and cash flows are derived
internationally. The financial position and the results of operations from
substantially all of our international operations, other than most U.S. export
sales, are measured using the local currency of the countries in which such
operations are conducted and are then translated into U.S. dollars. While the
reported income of foreign subsidiaries will be impacted by a weakening or
strengthening of the U.S. dollar in relation to a particular local currency, the
effects of foreign currency fluctuations are partially mitigated by the fact
that manufacturing costs and other expenses of foreign subsidiaries are
generally incurred in the same currencies in which sales are generated. Such
effects of foreign currency fluctuations are also mitigated by the fact that
such subsidiaries' operations are conducted in numerous foreign countries and,
therefore, in numerous foreign currencies. In addition, our U.S. export sales
may be impacted by foreign currency fluctuations relative to the value of the
U.S. dollar as foreign customers may adjust their level of purchases upward or
downward according to the weakness or strength of their respective currencies
versus the U.S. dollar.

         From time to time we may employ currency hedges to mitigate the impact
of foreign currency fluctuations. If currency hedges are not employed, we may be
exposed to earnings volatility as a result of foreign currency fluctuations. In
October 1998, we decided to employ a series of foreign currency options with a
U.S. dollar notional amount of approximately $45.7 million at a cost of
approximately $0.3 million. These options were designed to protect the Company
from potential detrimental effects of currency movements associated with the
U.S. dollar versus the German mark, French franc, Swiss franc, and Japanese yen
in the second, third and fourth quarters of fiscal 1999. These options were sold
or expired worthless in their respective quarters of fiscal 1999 at a net gain
of $1.1 million. In November



                                       16
<PAGE>   18

1999, we again decided to employ a series of foreign currency options with a
U.S. dollar notional amount of approximately $47.6 million at a cost of
approximately $1.2 million. These options are designed to protect the Company
from potential detrimental effects of currency movements associated with the
U.S. dollar versus the Euro, Danish krone and Japanese yen in the second, third
and fourth quarters of fiscal 2000 as compared to the second, third and fourth
quarters of fiscal 1999. The options designed to mitigate the detrimental
effects on the Company from a strengthening of the U.S. dollar in the second
quarter of fiscal 2000 were sold or expired worthless during the second quarter
of fiscal 2000, at a net gain of $0.7 million. The options designed to mitigate
the detrimental effects on the Company from a strengthening of the U.S. dollar
in the third quarter of fiscal 2000 were sold or expired worthless during the
third quarter of fiscal 2000, at a net gain of $0.9 million. The remaining
contracts with a notional value of $15.9 million remained in place at June 30,
2000.

RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 2000
COMPARED TO THE QUARTER ENDED JUNE 30, 1999

     NET SALES.
<TABLE>
<CAPTION>

                                     FISCAL         FISCAL        DOLLAR       PERCENT
NET SALES: (IN THOUSANDS)             1999           2000         CHANGE       CHANGE
-------------------------             ----           ----         ------       ------
<S>                                <C>             <C>           <C>           <C>
LABORATORY BUSINESS:
  Labware and Life Sciences        $ 70,682        $ 86,810      $ 16,128        22.8%
  Clinical and Industrial            45,370          50,270         4,900        10.8%
  Diagnostics and Microbiology       42,918          50,636         7,718        18.0%
  Laboratory Equipment               24,554          24,313          (241)       (1.0)%
                                   --------        --------      ----------      -----
    Subtotal Laboratory Business    183,524         212,029        28,505        15.5%
DENTAL BUSINESS:
  Professional Dental                48,311          53,451         5,140        10.6%
  Orthodontics                       42,059          44,270         2,211         5.3%
  Infection Control Products          6,157           7,265         1,108        18.0%
                                  ---------       ---------      --------        ----
    Subtotal Dental Business         96,527         104,986         8,459         8.8%
                                   --------         -------      --------       -----
Total Net Sales                    $280,051        $317,015      $ 36,964        13.2%
                                    =======         =======       =======        ====
</TABLE>

    Overall Company. Net sales for the third quarter of fiscal 2000, the period
ended June 30, 2000, increased by $37.0 million or 13.2% from the corresponding
fiscal 1999 quarter. Net sales for the Laboratory Business increased by $28.5
million in the third quarter of fiscal 2000, an increase of 15.5% from the
Laboratory Business's net sales in the corresponding fiscal 1999 quarter. Net
sales for the Dental Business increased by $8.5 million in the third quarter of
fiscal 2000, an increase of 8.8% from the Dental Business's net sales in the
corresponding fiscal 1999 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 $15.5 million), (b) increased net sales of new products
(approximately $0.7 million) and (c) increased net sales of existing products
(approximately $0.5 million). Increased net sales were partially offset by: (a)
unfavorable foreign currency fluctuations (approximately $0.4 million) and (b)
price decreases (approximately $0.2 million). Net sales were also negatively
impacted by the previously discussed OEM and distributor softness.


                                       17
<PAGE>   19

    Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $7.3 million) and (b) price increases (approximately $0.7
million). Increased net sales were partially offset by: (a) decreased net sales
of existing products (approximately $2.5 million) and (b) unfavorable foreign
currency fluctuations (approximately $0.6 million).

    Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies net of discontinued products (approximately $6.2 million),
(b) increased net sales of new products (approximately $1.9 million) and (c)
price increases (approximately $0.9 million). Increased net sales were partially
offset by: (a) decreased net sales of existing products (approximately $1.2
million) and (b) unfavorable foreign currency fluctuations (approximately $0.1
million). Net sales were also negatively impacted by the previously discussed
OEM and distributor softness.

     Laboratory Equipment. Decreased net sales in the Laboratory Equipment
segment resulted primarily from: (a) decreased net sales of discontinued product
lines (approximately $0.6 million) and (b) decreased net sales of existing
products (approximately $0.5 million). Decreased net sales were partially offset
by: (a) increased net sales of new products (approximately $0.5 million) and (b)
price increases (approximately $0.4 million).

    Professional Dental. Increased net sales in the Professional Dental segment
resulted primarily from: (a) increased net sales of new products (approximately
$9.4 million) and (b) net sales of products from an acquired company
(approximately ($0.9 million). Increased net sales were partially offset by: (a)
a decrease in existing product net sales (approximately $4.2 million) and (b)
unfavorable foreign currency fluctuations (approximately $1.0 million).

     Orthodontics. Increased net sales in the Orthodontics segment resulted
primarily from: (a) increased net sales of new products (approximately $3.1
million) and (b) net sales of products from an acquired company (approximately
$1.4 million). Increased net sales were partially offset by: (a) unfavorable
foreign currency fluctuations (approximately $1.2 million) and (b) decreased net
sales of existing products (approximately $1.1 million).

     Infection Control Products. Increased net sales in the Infection Control
Products segment resulted primarily from: (a) net sales of products of an
acquired company (approximately $1.0 million) and (b) increased net sales of
existing products (approximately $ 0.1 million).

    GROSS PROFIT.
<TABLE>
<CAPTION>
                                      FISCAL      PERCENT OF     FISCAL     PERCENT OF      DOLLAR      PERCENT
GROSS PROFIT: (IN THOUSANDS)           1999         SALES         2000        SALES         CHANGE       CHANGE
----------------------------           ----         -----         ----        -----         ------       ------
<S>                                  <C>          <C>          <C>          <C>            <C>          <C>
LABORATORY BUSINESS:
  Labware and Life Sciences          $ 36,590       51.8%      $ 45,919        52.9%       $  9,329        25.5%
  Clinical and Industrial              19,567       43.1%        22,124        44.0%          2,557        13.1%
  Diagnostics and Microbiology         21,667       50.5%        27,200        53.7%          5,533        25.5%
  Laboratory Equipment                 10,283       41.9%        10,166        41.8%           (117)       (1.1)%
                                     --------       ----       --------        ----        --------        -----
    Subtotal Laboratory Business       88,107       48.0%       105,409        49.7%         17,302        19.6%
DENTAL BUSINESS:
  Professional Dental                  27,036       56.0%        30,335        56.8%          3,299        12.2%
</TABLE>



                                       18
<PAGE>   20
<TABLE>
<S>                                  <C>            <C>        <C>             <C>         <C>            <C>
  Orthodontics                         26,934       64.0%        26,636        60.2%           (298)       (1.1)%
  Infection Control Products            3,338       54.2%         3,672        50.5%            334        10.0%
                                      -------       ----        -------        ----         -------       -----
    Subtotal Dental Business           57,308       59.4%        60,643        57.8%          3,335         5.8%
                                      -------       ----        -------        ----         -------       -----
Total Gross Profit                   $145,415       51.9%      $166,052        52.4%       $ 20,637        14.2%
                                      =======       ====        =======        ====         =======       =====
</TABLE>

    Overall Company. Gross profit for the quarter ended June 30, 2000 increased
by $20.6 million or 14.2% from the corresponding fiscal 1999 period. Gross
profit for the Laboratory Business increased by $17.3 million in the third
quarter of fiscal 2000, an increase of 19.6% from the Laboratory Business's
gross profit in the corresponding fiscal 1999 quarter. Gross profit for the
Dental Business increased by $3.3 million in the third quarter of fiscal 2000,
an increase of 5.8% from the Dental Business's gross profit in the corresponding
fiscal 1999 quarter.

    Labware and Life Sciences. Increased gross profit in the Labware and Life
Sciences segment resulted primarily from: (a) the effects of acquired companies
(approximately $8.4 million), (b) a favorable product mix (approximately $2.1
million) and (c) increased volume (approximately $1.5 million). Increased gross
profit was partially offset by: (a) increased manufacturing overhead
(approximately $1.4 million), (b) inventory valuation adjustments (approximately
$0.7 million), (c) unfavorable foreign currency fluctuations (approximately $
0.4 million) and (d) price decreases (approximately $0.2 million). Gross profit
was also negatively impacted by the previously discussed OEM and distributor
softness.

    Clinical and Industrial. Increased gross profit in the Clinical and
Industrial segment resulted primarily from: (a) the effects of acquired
companies (approximately $2.6 million), (b) price increases (approximately $0.7
million), (c) an improved product mix (approximately $ 0.3 million) and (d)
inventory valuation adjustments (approximately $0.3 million). Increased gross
profit was partially offset by: (a) decreased volume (approximately $ 0.7
million), (b) increased manufacturing overhead (approximately $ 0.5 million) and
(c) unfavorable foreign currency fluctuations (approximately $0.1 million).

    Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies net of discontinued product lines (approximately $3.4 million), (b) a
favorable product mix (approximately $1.0 million), (c) price increases
(approximately $0.9 million), (d) increased volume (approximately $0.8 million)
and (e) decreased manufacturing overhead (approximately $0.6 million). Increased
gross profit was partially offset by: (a) inventory adjustments (approximately
$1.0 million) and (b) unfavorable currency fluctuations (approximately $0.2
million). Gross profit was also negatively impacted by the previously discussed
OEM and distributor softness.

     Laboratory Equipment. Decreased gross profit resulted primarily from: (a)
inventory valuation adjustments (approximately $0.6 million) and (b) decreased
volume (approximately $0.4 million). Decreased gross profit was partially offset
by: (a) price increases (approximately $0.4 million), (b) decreased
manufacturing overhead (approximately $0.4 million), and (c) product mix
(approximately $0.1 million).

    Professional Dental. Increased gross profit in the Professional Dental
segment resulted primarily from: (a) increased volume (approximately $3.0
million), (b) a favorable product mix (approximately $0.9 million), (c) the
effects of an acquired company (approximately $0.8 million) and (d) inventory
valuation adjustments (approximately $0.1 million). Increased gross profit was
partially offset by: (a)



                                       19
<PAGE>   21

increased manufacturing costs (approximately $1.0 million) and (b) unfavorable
foreign currency fluctuations (approximately $0.5 million).

    Orthodontics. Decreased gross profit in the Orthodontics segment resulted
primarily from: (a) increased manufacturing costs (approximately $3.0 million)
and (b) unfavorable foreign currency fluctuations (approximately $1.2 million).
Decreased gross profit was partially offset by: (a) a favorable product mix
(approximately $2.0 million), (b) increased volume (approximately $1.3 million),
(c) the effects of an acquired company (approximately $0.4 million) and (d)
inventory valuation adjustments (approximately $0.2 million).

    Infection Control Products. Increased gross profit in the Infection Control
Products segment resulted primarily from: (a) effects of an acquired company
(approximately $0.7 million) and (b) increased volume (approximately $0.1
million). Increased gross profit was partially offset by: (a) decreased
manufacturing costs (approximately $0.2 million), (b) an unfavorable product mix
(approximately $0.2 million) and (c) inventory valuation adjustments
(approximately $0.1 million). Gross margins in the Infection Control Products
segment were negatively impacted by costs associated with issues relating to the
FDA inspection of Metrex Research, Inc.'s Parker, Colorado facility.



    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
<TABLE>
<CAPTION>
SELLING GENERAL AND ADMINISTRATIVE
----------------------------------                PERCENT OF                PERCENT OF     DOLLAR      PERCENT
EXPENSES: (IN THOUSANDS)               1999         SALES        2000         SALES        CHANGE      CHANGE
-----------------------------          ----         -----        ----         -----        ------      ------
<S>                                  <C>          <C>         <C>           <C>          <C>           <C>
LABORATORY BUSINESS:
  Labware and Life Sciences          $ 18,031        25.5%    $ 25,096         28.9%     $  7,065        39.2%
  Clinical and Industrial               7,749        17.1%       8,800         17.5%        1,051        13.6%
  Diagnostics and Microbiology         11,100        25.9%      13,736         27.1%        2,636        23.7%
  Laboratory Equipment                  4,980        20.3%       4,806         19.8%         (174)       (3.5)%
                                     --------        ----     --------         ----      --------       ------
    Subtotal Laboratory Business       41,860        22.8%      52,438         24.7%       10,578        25.3%
DENTAL BUSINESS:
  Professional Dental                  14,836        30.7%      15,821         29.6%          985         6.6%
  Orthodontics                         13,908        33.1%      16,033         36.2%        2,125        15.3%
  Infection Control Products            2,576        41.8%       2,966         40.8%          390        15.1%
                                     --------        ----     --------         ----      ---------       -----
    Subtotal Dental Business           31,320        32.4%      34,820         33.2%        3,500        11.2%
Corporate Office                        3,605        N/A         2,307         N/A         (1,298)      (36.0)%
                                     --------        ----     --------         ----       -------        -----
Total Selling General and
  Administrative Expenses            $ 76,785        27.4%    $ 89,565         28.3%     $ 12,780        16.6%
                                      =======        ====      =======         ====       =======        ====
</TABLE>

    Overall Company. Selling, general and administrative expenses for the
quarter ended June 30, 2000 increased by $12.8 million or 16.6% from the
corresponding fiscal 1999 quarter. Selling, general and administrative expenses
for the Laboratory Business increased by $10.6 million in the third quarter of



                                       20
<PAGE>   22

fiscal 2000, an increase of 25.3% from the Laboratory Business's corresponding
fiscal 1999 quarter. Selling, general and administrative expenses for the Dental
Business increased by $3.5 million in the third quarter of fiscal 2000, an
increase of 11.2% from the Dental Business's corresponding fiscal 1999 quarter.
Selling, general and administrative expenses at the corporate office decreased
by $1.3 million in the third quarter of fiscal 2000, a decrease of 36.0% from
the corporate office's corresponding fiscal 1999 quarter.

    Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $4.9 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $1.7 million),
(c) increased general and administrative expenses (approximately $0.4 million)
and (d) increased selling and marketing expenses (approximately $0.3 million).
The increased selling, general and administrative expenses were partially offset
by the non-recurring 1999 Special Charges (approximately $0.2 million).

    Clinical and Industrial. Increased selling, general and administrative
expenses in the Clinical and Industrial segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $1.1 million), (b) increased selling and marketing
expenses (approximately $0.6 million) and (c) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.2 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased general and administrative expenses (approximately $0.7 million)
and (b) favorable foreign currency fluctuations (approximately $0.1 million).

    Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostics and Microbiology segment resulted primarily from:
(a) increased selling, general and administrative expenses as a result of
acquired businesses (approximately $1.7 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $1.4 million),
and (c) increased selling and marketing expense (approximately $0.4 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased general and administrative expenses (approximately $0.7 million)
and (b) favorable foreign currency fluctuations (approximately $0.2 million).

    Laboratory Equipment. Decreased selling, general and administrative expenses
in the Laboratory Equipment segment resulted primarily from: (a) decreased
general and administrative expenses (approximately $0.2 million), (b) decreased
selling and marketing expenses (approximately $0.1 million), and (c) the
non-recurring 1999 Special Charges (approximately $0.1 million). Decreased
selling, general and administrative expenses were partially offset by: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $0.1 million) and (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.1 million).

    Professional Dental. Increased selling, general and administrative expenses
in the Professional Dental segment resulted primarily from: (a) increased
general and administrative expenses (approximately $0.6 million), (b)
unfavorable foreign currency fluctuations (approximately $0.3 million), (c)
increased research and development expenses (approximately $0.1 million), and
(d) increased amortization of intangibles primarily as a result of acquisitions
(approximately $0.1 million). Increased selling, general



                                       21
<PAGE>   23

and administrative expenses were partially offset by decreased sales and
marketing expenses (approximately $0.1 million).

    Orthodontics. Increased selling, general and administrative expenses in the
Orthodontics segment resulted primarily from: (a) a 1999 non-recurring reversal
of 1999 Special Charges (approximately $1.2 million), (b) increased sales and
marketing expenses (approximately $0.6 million), (c) increased general and
administrative expenses (approximately $0.4 million), and (d) general and
administrative expenses as a result of acquired companies (approximately $0.3
million). Increased selling, general and administrative expenses in the
Orthodontics segment were partially offset by decreased research and development
expenses (approximately $0.4 million).

    Infection Control Products. Increased selling, general and administrative
expenses in the Infection Control Products segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of an
acquired company (approximately $0.2 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.1 million),
and (c) increased selling and marketing expenses (approximately $0.1 million).

    Corporate Office. Decreased selling, general and administrative expenses at
the corporate office resulted primarily from a decrease in employee compensation
primarily related to fiscal 2000 bonus accruals (approximately $1.3 million).




    OPERATING INCOME.
<TABLE>
<CAPTION>

                                                  PERCENT OF                PERCENT OF      DOLLAR      PERCENT
OPERATING INCOME: (IN THOUSANDS)       1999         SALES         2000        SALES         CHANGE       CHANGE
--------------------------------       ----         -----         ----        -----         ------       ------
<S>                                  <C>          <C>           <C>         <C>          <C>            <C>
LABORATORY BUSINESS:
  Labware and Life Sciences          $ 18,559        26.3%      $ 20,823       24.0%     $  2,264         12.2%
  Clinical and Industrial              11,818        26.0%        13,324       26.5%        1,506         12.7%
  Diagnostics and Microbiology         10,567        24.6%        13,464       26.6%        2,897         27.4%
  Laboratory Equipment                  5,303        21.6%         5,360       22.0%           57          1.1%
                                     --------        ----        -------       ----       -------        -----
    Subtotal Laboratory Business       46,247        25.2%        52,971       25.0%        6,724         14.5%
DENTAL BUSINESS:
  Professional Dental                  12,200        25.3%        14,514       27.2%        2,314          19.0%
  Orthodontics                         13,026        31.0%        10,603       24.0%       (2,423)        (18.6)%
  Infection Control Products              762        12.4%           706        9.7%          (56)         (7.3)%
                                     --------        ----        -------       ----       -------        -----
    Subtotal Dental Business           25,988        26.9%        25,823       24.6%         (165)         (0.6)%
                                                                                                          -----
Corporate Office                       (3,605)        N/A         (2,307)       N/A         1,298         (36.0)%
                                     --------        ----        -------       ----        -------        -----
Total Operating Income               $ 68,630        24.5%      $ 76,487       24.1%      $ 7,857          11.4%
                                     ========        ====        =======       ====        =======        =====
</TABLE>

    As a result of the foregoing, operating income in the third quarter of
fiscal 2000 increased by 11.4% or $7.9 million over operating income in the
corresponding quarter of fiscal 1999.

    INTEREST EXPENSE.

    Interest expense was $18.8 million in the third quarter of fiscal 2000, an
increase of $5.0 million from the corresponding fiscal 1999 quarter. The
increase resulted from a higher average debt balance in 2000,



                                       22
<PAGE>   24

resulting primarily from funding acquisitions, an increase in average interest
rates primarily due to an increase in the average Eurodollar Rate and the
addition of a Term B Loan in July 1999 that increased availability under the
Revolving Credit Facility by $300 million. The Term B Loan bears interest at
1.25% higher than the Revolving Credit Facility.

    INCOME TAXES.

    Taxes on income before an extraordinary item in the third quarter of fiscal
2000 were $22.9 million, an increase of $1.4 million from the corresponding 1999
quarter. The increase resulted primarily from increased taxable earnings.

    INCOME BEFORE EXTRAORDINARY ITEM.

    As a result of the foregoing we had net income from continuing operations of
$35.2 million in the third quarter of fiscal 2000, as compared to $33.3 million
in the corresponding 1999 period.

    EXTRAORDINARY ITEM.

    On March 31, 1999, Sybron completed the sale of NPT to Norton Performance
Plastics Corporation. Net proceeds from the sale, net of estimated selling
expenses of $1.7 million, amounted to $86.0 million. The Company realized a gain
on this sale in the second quarter of fiscal 1999 (net of tax of $18.7 million)
of $18.8 million. Reductions to the gain were made in the Company's third and
fourth fiscal quarters of 1999 of $0.8 million each reducing the final gain on
the sale of NPT to $17.2 million.

    NET INCOME.

    As a result of the foregoing, we had net income of $35.2 million in the
third quarter of fiscal 2000, as compared to net income of $32.5 million in the
corresponding 1999 period.

    DEPRECIATION AND AMORTIZATION.

    Depreciation and amortization expense is allocated among cost of sales,
selling, general and administrative expenses and other expense. Depreciation and
amortization increased $3.7 million in the third quarter of fiscal 2000 due to
additional depreciation and amortization from the step-up of assets, goodwill
and intangibles recorded from the various acquisitions as well as routine
operating capital expenditures.

FIRST NINE MONTHS ENDED JUNE 30, 2000
COMPARED TO THE FIRST NINE MONTHS ENDED JUNE 30, 1999

    NET SALES.
<TABLE>
<CAPTION>
                                     FISCAL         FISCAL        DOLLAR       PERCENT
NET SALES: (IN THOUSANDS)             1999           2000         CHANGE       CHANGE
-------------------------             ----           ----         ------       ------
<S>                               <C>             <C>            <C>           <C>
LABORATORY BUSINESS:
  Labware and Life Sciences       $ 192,599       $ 252,292      $ 59,693        31.0%
</TABLE>


                                       23
<PAGE>   25
<TABLE>
<S>                                <C>             <C>          <C>             <C>
  Clinical and Industrial           129,784         156,847        27,063        20.9%
  Diagnostics and Microbiology      119,841         154,431        34,590        28.9%
  Laboratory Equipment               73,118          71,416        (1,702)       (2.3)%
                                   --------        --------      --------       -----
    Subtotal Laboratory Business    515,342         634,986       119,644        23.2%
DENTAL BUSINESS:
  Professional Dental               140,303         156,273        15,970        11.4%
  Orthodontics                      127,009         131,030         4,021         3.2%
  Infection Control Products         17,744          19,362         1,618         9.1%
                                   --------        --------     ---------       -----
    Subtotal Dental Business        285,056         306,665        21,609         7.6%
                                   --------        --------     ---------       -----
Total Net Sales                    $800,398        $941,651      $141,253        17.6%
                                   ========        ========     =========       =====
</TABLE>

    Overall Company. Net sales for the nine months ended June 30, 2000 increased
by $141.3 million or 17.6% from the corresponding fiscal 1999 period. Net sales
for the Laboratory Business increased by $119.6 million in the first nine months
of fiscal 2000, an increase of 23.2% from the Laboratory Business's net sales in
the corresponding fiscal 1999 period. Net sales for the Dental Business
increased by $21.6 million in the first nine months of fiscal 2000, an increase
of 7.6% from the Dental Business's net sales in the corresponding fiscal 1999
period.

    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 $48.9 million), (b) increased net sales of existing
products (approximately $11.0 million) and (c) increased net sales of new
products (approximately $1.5 million). Increased net sales were partially offset
by unfavorable foreign currency fluctuations (approximately $1.7 million). Net
sales were also negatively impacted by the previously discussed OEM and
distributor softness.

    Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $22.0 million), (b) price increases (approximately $3.6 million),
and (c) increased net sales of existing products (approximately $3.4 million).
Increased net sales were partially offset by unfavorable foreign currency
fluctuations (approximately $1.9 million).

    Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies net of discontinued products (approximately $26.0 million),
(b) increased net sales of existing products (approximately $5.0 million), (c)
increased net sales of new products (approximately $2.9 million) and (d) price
increases (approximately $0.8 million). Increased net sales were partially
offset by unfavorable foreign currency fluctuations (approximately
$0.1 million). Net sales were also negatively impacted by the previously
discussed OEM and distributor softness.

    Laboratory Equipment. Decreased net sales in the Laboratory Equipment
segment resulted primarily from decreased net sales of existing products
primarily related to the constant temperature business, ovens and incubators
(approximately $3.6 million) and (b) unfavorable foreign currency fluctuations
(approximately $0.1 million). The constant temperature business is expected to
continue to undergo pressure due to the large number of competing companies in
the marketplace. Decreased net sales were partially offset by: (a) increased net
sales of new products (approximately $1.1 million) and (b) price increases
(approximately $0.9 million).

     Professional Dental. Increased net sales in the Professional Dental segment
resulted primarily from: (a) increased net sales of new products (approximately
$22.6 million), and (b) net sales of products of





                                       24
<PAGE>   26

acquired companies net of discontinued products (approximately $0.8 million).
Increased net sales were partially offset by: (a) decreased net sales of
existing products (approximately $5.2 million) and (b) unfavorable foreign
currency fluctuations (approximately $2.2 million).

     Orthodontics. Increased net sales in the Orthodontics segment resulted
primarily from: (a) increased net sales of new products (approximately $6.2
million) and (b) increased net sales of products of an acquired company
(approximately $3.4 million). Increased net sales were partially offset by: (a)
unfavorable foreign currency fluctuations (approximately $3.5 million) and (b)
decreased net sales of existing products (approximately $2.1 million).

    Infection Control Products. Increased net sales in the Infection Control
Products segment resulted primarily from net sales of products of an acquired
company (approximately $3.0 million) partially offset by decreased net sales of
existing products due to product life cycle maturities and from a voluntary
suspension of sales of certain products as the result of issues raised by an FDA
inspection of Metrex Research, Inc.'s Parker, Colorado facility. The impact of
the action was mitigated by Metrex's ability to supply substitute products to
its customers (approximately $1.4 million).


    GROSS PROFIT.
<TABLE>
<CAPTION>

                                      FISCAL      PERCENT OF     FISCAL     PERCENT OF      DOLLAR      PERCENT
GROSS PROFIT: (IN THOUSANDS)           1999         SALES         2000        SALES         CHANGE       CHANGE
----------------------------           ----         -----         ----        -----         ------       ------
<S>                                  <C>          <C>         <C>           <C>            <C>          <C>
LABORATORY BUSINESS:
  Labware and Life Sciences          $ 98,575       51.2%     $ 131,942        52.3%       $ 33,367        33.8%
  Clinical and Industrial              54,674       42.1%        67,034        42.7%         12,360        22.6%
  Diagnostics and Microbiology         61,158       51.0%        83,633        54.2%         22,475        36.7%
  Laboratory Equipment                 30,414       41.6%        30,056        42.1%           (358)       (1.2)%
                                     --------       ----       --------        ----        --------        ----
    Subtotal Laboratory Business      244,821       47.5%       312,665        49.2%         67,844        27.7%
DENTAL BUSINESS:
  Professional Dental                  78,456       55.9%        88,921        56.9%         10,465        13.3%
  Orthodontics                         79,574       62.7%        80,236        61.2%            662         0.8%
  Infection Control Products            9,729       54.8%         9,295        48.0%           (434)       (4.5)%
                                    ---------       ----       --------        ----        --------        ----
    Subtotal Dental Business          167,759       58.9%       178,452        58.2%         10,693         6.4%
                                      -------       ----       --------        ----        --------        ----
Total Gross Profit                   $412,580       51.5%     $ 491,117        52.2%       $ 78,537        19.0%
                                      =======       ====       ========        ====         =======        ====
</TABLE>

    Overall Company. Gross profit for the nine months ended June 30, 2000
increased by $78.5 million or 19.0% from the corresponding fiscal 1999 period.
Gross profit for the Laboratory Business increased by $67.8 million in the first
nine months of fiscal 2000, an increase of 27.7% from the Laboratory Business's
gross profit in the corresponding fiscal 1999 period. Gross profit for the
Dental Business increased by $10.7 million in the first nine months of fiscal
2000, an increase of 6.4% from the Dental Business's gross profit in the
corresponding fiscal 1999 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 $26.6 million), (b) increased volume (approximately $6.7
million), (c) a favorable product mix (approximately $4.3 million), (d)
inventory valuation adjustments (approximately $0.5 million) and (e) favorable
foreign currency fluctuations (approximately $0.6 million). Increased gross
profit was partially offset by increased



                                       25
<PAGE>   27

manufacturing overhead (approximately $5.3 million). Gross profit was also
negatively impacted by the previously discussed OEM and distributor softness.


    Clinical and Industrial. Increased gross profit in the Clinical and
Industrial segment resulted primarily from: (a) the effects of acquired
companies (approximately $8.2 million), (b) price increases (approximately $3.6
million), (c) an improved product mix (approximately $3.0 million), (d)
increased volume (approximately $1.5 million) and (e) inventory valuation
adjustments (approximately $0.5 million). Increased gross profit was partially
offset by: (a) increased manufacturing overhead (approximately $4.1 million) and
(b) unfavorable effects of foreign currency fluctuations (approximately $0.3
million).

    Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies net of discontinued product lines (approximately $16.8 million), (b) a
favorable product mix (approximately $3.9 million), (c) increased volume
(approximately $3.4 million) and (d) price increases (approximately $0.8
million). Increased gross profit was partially offset by: (a) increased
manufacturing overhead (approximately $2.1 million), (b) unfavorable effects of
foreign currency fluctuations (approximately $0.2 million) and (c) inventory
valuation adjustments (approximately $0.1 million). Gross profit was also
negatively impacted by the previously discussed OEM and distributor softness.

    Laboratory Equipment. Decreased gross profit in the Laboratory Equipment
segment resulted primarily from: (a) reduced volume (approximately $1.2 million)
and (b) inventory valuation adjustments (approximately $0.7 million). Decreased
gross profit was partially offset by: (a) price increases (approximately $0.8
million), (b) decreased manufacturing overhead (approximately $0.3 million), (c)
an improved product mix (approximately $0.3 million), and (d) the effects of
acquired companies (approximately $0.1 million).

    Professional Dental. Increased gross profit in the Professional Dental
segment resulted primarily from: (a) increased volume (approximately $10.3
million), (b) a favorable product mix (approximately $2.3 million) and (c) the
effects of an acquired company net of discontinued product lines (approximately
$0.7 million). Increased gross profit was partially offset by: (a) increased
manufacturing costs (approximately $1.7 million), (b) unfavorable foreign
currency fluctuations (approximately $0.8 million) and (c) inventory valuation
adjustments (approximately $0.3 million).

    Orthodontics. Increased gross profit in the Orthodontics segment resulted
primarily from: (a) a favorable product mix (approximately $4.7 million), (b)
increased volume (approximately $2.7 million) and (c) the effects of an acquired
company (approximately $1.0 million). Increased gross profit was partially
offset by: (a) increased manufacturing costs (approximately $3.7 million), (b)
unfavorable foreign currency fluctuations (approximately $3.4 million) and (c)
inventory valuation adjustments (approximately $0.6 million).

    Infection Control Products. Decreased gross profit in the Infection Control
Products segment resulted primarily from: (a) decreased volume (approximately
$0.8 million), (b) increased manufacturing costs (approximately $0.7 million),
(c) costs associated with the product recall referred to above, including the
write-off of inventory (approximately $0.6 million), (d) product mix
(approximately $0.2 million) and (e) inventory valuation adjustments
(approximately $0.1 million). Decreased gross profit was partially offset by:
the effects of an acquired company (approximately $2.0 million).



                                       26
<PAGE>   28

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
<TABLE>
<CAPTION>

SELLING GENERAL AND ADMINISTRATIVE
----------------------------------                PERCENT OF                PERCENT OF     DOLLAR      PERCENT
EXPENSES: (IN THOUSANDS)               1999         SALES        2000         SALES        CHANGE      CHANGE
-----------------------------          ----         -----        ----         -----        ------      ------
<S>                                  <C>          <C>         <C>           <C>          <C>           <C>
LABORATORY BUSINESS:
  Labware and Life Sciences          $ 49,867        25.9%    $ 72,074         28.6%     $ 22,207        44.5%
  Clinical and Industrial              22,278        17.2%      26,995         17.2%        4,717        21.2%
  Diagnostics and Microbiology         30,837        25.7%      42,598         27.6%       11,761        38.1%
  Laboratory Equipment                 15,294        20.9%      15,168         21.2%         (126)       (0.8)%
                                     --------        ----     --------         ----      --------        ----
    Subtotal Laboratory Business      118,276        23.0%     156,835         24.7%       38,559        32.6%
DENTAL BUSINESS:
  Professional Dental                  46,438        33.1%      44,800         28.7%       (1,638)       (3.5)%
  Orthodontics                         42,538        33.5%      46,011         35.1%        3,473         8.2%
  Infection Control Products            7,308        41.2%       7,937         41.0%          629         8.6%
                                     --------        ----     --------         ----      --------        ----
    Subtotal Dental Business           96,284        33.8%      98,748         32.2%        2,464         2.6%
Corporate Office                        8,011         N/A        8,588          N/A           577         7.2%
                                     --------        ----     --------         ----      --------        ----
Total Selling General and
  Administrative Expenses           $ 222,571        27.8%    $264,171         28.1%     $ 41,600        18.7%
                                     ========        ====     ========         ====      ========        ====
</TABLE>

    Overall Company. Selling, general and administrative expenses for the nine
months ended June 30, 2000 increased by $41.6 million or 18.7% from the
corresponding fiscal 1999 period. Selling, general and administrative expenses
for the Laboratory Business increased by $38.6 million in the first nine months
of fiscal 2000, an increase of 32.6% from the Laboratory Business's
corresponding fiscal 1999 period. Selling, general and administrative expenses
for the Dental Business increased by $2.5 million in the first nine months of
fiscal 2000, an increase of 2.6% from the Dental Business's corresponding fiscal
1999 period. Selling, general and administrative expenses at the corporate
office increased by $0.6 million in the first nine months of fiscal 2000, an
increase of 7.2% from the corporate office's corresponding fiscal 1999 period.

    Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $15.0 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $4.4 million),
(c) increased selling and marketing expenses (approximately $1.6 million) and
(d) increased general and administrative expenses (approximately $1.5 million).
Increased selling, general and administrative expenses were partially offset by:
(a) favorable foreign currency fluctuations (approximately $0.2 million) and (b)
the non-recurring 1999 special charges (approximately $0.1 million).

    Clinical and Industrial. Increased selling, general and administrative
expenses in the Clinical and Industrial segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $3.8 million), (b) increased selling and marketing
expenses (approximately $1.2 million) and (c) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.7 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased general and administrative expenses (approximately $0.7 million)
and (b) favorable foreign currency fluctuations (approximately $0.3 million).

    Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostics and Microbiology segment resulted primarily from:
(a) increased selling, general and administrative expenses as a result of
acquired businesses (approximately $7.2 million), (b) increased



                                       27
<PAGE>   29

amortization of intangibles primarily as a result of acquisitions (approximately
$3.9 million) and (c) increased selling and marketing expenses (approximately
$1.6 million). Increased selling, general and administrative expenses were
partially offset by : (a) decreased general and administrative expenses
(approximately $0.6 million), (b) favorable foreign currency fluctuations
(approximately $0.2 million), and (c) decreased research and development
expenses (approximately $0.1 million).

    Laboratory Equipment. Decreased selling, general and administrative expenses
in the Laboratory Equipment segment resulted primarily from: (a) decreased
selling and marketing expenses (approximately $0.6 million) and (b) decreased
general and administrative expenses (approximately $0.2 million). Decreased
selling, general and administrative expenses were partially offset by: (a)
increased research and development expenses (approximately $0.4 million), (b)
increased selling, general and administrative expense as a result of
acquisitions (approximately $0.2 million), and (c) increased amortization of
intangibles primarily as a result of acquired businesses (approximately $0.1
million).

    Professional Dental. Decreased selling, general and administrative expenses
in the Professional Dental segment resulted primarily from: (a) the
non-recurring 1999 Special Charges (approximately $2.0 million) and (b)
decreased selling and marketing expenses (approximately $0.6 million). Decreased
selling, general and administrative expenses in the Professional Dental segment
were partially offset by: (a) unfavorable foreign currency fluctuations
(approximately $0.5 million), (b) increased general and administrative expenses
(approximately $0.3 million), and (c) increased amortization of intangibles
primarily as a result of an acquisition (approximately $0.2 million).

    Orthodontics. Increased selling, general and administrative expenses in the
Orthodontics segment resulted primarily from: (a) increased general and
administrative expenses (approximately $1.9 million), (b) a non-recurring 1999
reversal of special charges (approximately $1.2 million), (c) increased selling,
general and administrative expenses as a result of acquired companies
(approximately $0.9 million), (d) increased amortization of intangibles
primarily as a result of acquisitions (approximately $0.4 million), (e)
increased selling and marketing expenses (approximately $0.2 million) and (f)
unfavorable foreign currency fluctuations (approximately $0.1 million).
Increased selling, general and administrative expenses in the Orthodontics
segment were partially offset by (a) decreased research and development expenses
(approximately $0.7 million) and (b) the non-recurring 1999 Special Charges
(approximately $0.5 million).

    Infection Control Products. Increased selling, general and administrative
expenses in the Infection Control Products segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
companies (approximately $0.4 million) and (b) amortization of intangibles
primarily from acquired businesses (approximately $0.3 million). Increased
selling, general and administrative expenses were partially offset by decreased
selling and marketing expenses (approximately $0.1 million).

    Corporate Office. Increased selling, general and administrative expenses at
the corporate office resulted primarily from: (a) an increase in legal expense
and professional fees (approximately $1.9 million) partially offset by a
reduction in employee compensation and benefits (approximately $1.3 million).


                                       28
<PAGE>   30

    OPERATING INCOME.
<TABLE>
<CAPTION>

                                                  PERCENT OF                PERCENT OF     DOLLAR      PERCENT
OPERATING INCOME: (IN THOUSANDS)       1999         SALES         2000        SALES        CHANGE       CHANGE
--------------------------------       ----         -----         ----        -----        ------       ------
<S>                                 <C>           <C>          <C>          <C>          <C>           <C>
LABORATORY BUSINESS:
  Labware and Life Sciences         $  48,708        25.3%     $   59,868      23.7%     $ 11,160         22.9%
  Clinical and Industrial              32,396        25.0%         40,039      25.5%        7,643         23.6%
  Diagnostics and Microbiology         30,321        25.3%         41,035      26.6%       10,714         35.3%
  Laboratory Equipment                 15,120        20.7%         14,888      20.8%         (232)        (1.5)%
                                     --------        ----      ----------      ----       -------         -----
    Subtotal Laboratory Business      126,545        24.6%        155,830      24.5%       29,285         23.1%
DENTAL BUSINESS:
  Professional Dental                  32,018        22.8%         44,121      28.2%       12,103         37.8%
  Orthodontics                         37,036        29.2%         34,225      26.1%       (2,811)        (7.6)%
  Infection Control Products            2,421        13.6%          1,358       7.0%       (1,063)       (43.9)%
                                     --------        ----      ----------      ----       -------         -----
    Subtotal Dental Business           71,475        25.1%         79,704      26.0%        8,229         11.5%
Corporate Office                       (8,011)        N/A          (8,588)      0.0%         (577)         7.2%
                                     --------        ----      ----------      ----       -------         -----
Total Operating Income               $190,009        23.7%     $  226,946      24.1%     $ 36,937         19.4%
                                     ========        ====      ==========      ====       =======         =====
</TABLE>

    As a result of the foregoing, operating income in the first nine months of
fiscal 2000 increased by 19.4% or $36.9 million over operating income in the
corresponding fiscal 1999 period.

    INTEREST EXPENSE.

    Interest expense was $55.0 million in the first nine months of fiscal 2000,
an increase of $13.1 million from the corresponding fiscal 1999 period. The
increase resulted from a higher average debt balance in 2000, resulting
primarily from funding acquisitions (partially offset by the application of
proceeds from the sale of Nalge Process Technologies Group, Inc. ("NPT") in
March 1999), an increase in average interest rates primarily due to an increase
in the Eurodollar Rate and the addition of a Term B Loan in July 1999.

    INCOME TAXES.

    Taxes on income from continuing operations in the first nine months of
fiscal 2000 were $68.2 million, an increase of $10.1 million from the
corresponding 1999 period. The increase resulted primarily from increased
taxable earnings.

    INCOME FROM CONTINUING OPERATIONS.

    As a result of the foregoing we had net income from continuing operations of
$104.6 million in the first nine months of fiscal 2000, as compared to $89.2
million in the corresponding 1999 period.

    DISCONTINUED OPERATIONS.

    Income from discontinued operations was $0.1 million in the first nine
months of fiscal 1999. The 1999 discontinued operations resulted from the
operating results of NPT.

    EXTRAORDINARY ITEM.

    On March 31, 1999, Sybron completed the sale of NPT to Norton Performance
Plastics Corporation.



                                       29
<PAGE>   31

Net proceeds from the sale, net of estimated selling expenses of $1.7 million,
amounted to $86.0 million. The Company realized a gain on this sale in the
second quarter of fiscal 1999 (net of tax of $18.7 million) of $18.8 million.
Reductions to the gain were made in the Company's third and fourth fiscal
quarters of 1999 of $0.8 million each reducing the final gain on the sale of NPT
to $17.2 million.

    NET INCOME.

    As a result of the foregoing, we had net income of $104.6 million in the
first nine months of fiscal 2000, as compared to net income of $107.3 million in
the corresponding 1999 period.


    DEPRECIATION AND AMORTIZATION.

    Depreciation and amortization expense is allocated among cost of sales,
selling, general and administrative expenses and other expense. Depreciation and
amortization increased $11.8 million in the first nine months of fiscal 2000 due
to additional depreciation and amortization from the step-up of assets, goodwill
and intangibles recorded from the various acquisitions as well as routine
operating capital expenditures.

LIQUIDITY AND CAPITAL RESOURCES

         General

    As a result of the acquisition of Sybron'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 other intangible assets increased by approximately $46.5 million and $159.6
million in the third quarter and first nine months of fiscal 2000, respectively,
primarily as a result of continued acquisition activity. We believe, therefore,
that Adjusted EBITDA represents the more appropriate measure of our ability to
internally fund our capital requirements.


    Approximately $107.3 million of cash was generated from operating activities
in the first nine months of fiscal 2000, an increase of $9.8 million or 10.0%,
from the corresponding 1999 period. Increased cash flow from operating
activities resulted primarily from an increase in Adjusted EBITDA (approximately
$48.7 million) partially offset by increases in other net assets (approximately
$21.5 million), an increase in interest paid (approximately $9.4 million), and
an increase in taxes paid (approximately $8.0 million). Approximately $178.9
million of cash was used in investing activities in the first nine months of
fiscal 2000, an increase of $54.0 million, or 43.2%, from the corresponding 1999
period. Increased investing activities resulted primarily from the proceeds of
the sale of NPT on March 31, 1999 net of a refund of $2.6 million in the first
nine months of fiscal 2000 (approximately $88.4 million) and an increase in
capital expenditures (approximately $9.9 million), partially offset by a
decrease in acquisitions (approximately $44.3 million). Approximately $75.9
million of cash was provided from financing activities, primarily from the
Company's existing Credit Facilities (approximately $70.2



                                       30
<PAGE>   32

million), payments received from the exercise of employee stock options
(approximately $12.5 million) and a refund of collateral under a securities loan
agreement (approximately $1.9 million), partially offset by repayments of other
financing sources (approximately $8.7 million). With respect to the 1998
restructuring charge of approximately $24.0 million, of which approximately
$11.7 million represents cash expenditures, as of June 30, 2000, we have made
cash payments of approximately $10.2 million. The Company expects to make future
cash payments of approximately $0.2 million in fiscal 2000 and approximately
$1.3 million in fiscal 2001 and beyond.

         Current Credit Facilities

    Our current credit agreement with The Chase Manhattan Bank ("Chase") and
certain other lenders, as amended (the "Credit Agreement"), provides for three
separate credit facilities. These are comprised of a tranche A term loan
facility (the "Tranche A Term Loan Facility"), a tranche B term loan facility
(the "Tranche B Term Loan Facility"), and a revolving credit facility (the
"Revolving Credit Facility", together with the Tranche A Term Loan Facility and
the Tranche B Term Loan Facility, the "Credit Facilities"). The Credit
Facilities at June 30, 2000 can be summarized as follows: (dollars in millions)
<TABLE>
<CAPTION>

                                                                   Average                   Repayments       Repayment
Facility                                  Expiration Date       Interest Rate   Balance     Due In Fiscal       Amount
--------                                  ---------------       -------------   -------     -------------       ------
<S>                                       <C>                   <C>             <C>         <C>               <C>
Tranche A Term Loan Facility(a)              July 2002              6.3%        $270.84         2001           $  52.46
                                                                                                2002             218.38
                                                                                                               --------
                                                                                                               $ 270.84
                                                                                                               ========
Tranche B Term Loan Facility                 July 2004              7.9%        $299.50         2000           $   0.25
                                                                                                2001               1.00
                                                                                                2002               1.00
                                                                                                2003             120.25
                                                                                                2004             177.00
                                                                                                               --------
                                                                                                                $299.50
                                                                                                                =======
Revolving Credit Facility                    July 2002              6.7%        $352.00         2002            $352.00
                                                                                                                =======
</TABLE>

----------
(a) Includes interest income from swaps discussed below.

    The Tranche A Term Loan Facility and Revolving Credit Facility provide for
an annual interest rate, at our option, equal to (a) the higher of (i) the rate
from time to time publicly announced by Chase in New York City as its prime
rate, (ii) the federal funds rate plus 1/2 of 1%, and (iii) the base CD rate
plus 1% (collectively referred to as "Tranche A ABR") or (b) the adjusted
interbank offered rate for eurodollar deposits ("Eurodollar Rate") plus 1/2% to
7/8% (the "Tranche A Eurodollar Rate Margin") depending upon the ratio of our
total debt to Consolidated Adjusted Operating Profit (as defined in the Credit
Agreement), or (c) with respect to certain advances under the Revolving Credit
Facility, the rate set by the competitive bid process among the parties to the
Revolving Credit Facility ("CAF"). The Tranche B Term Loan Facility provides for
an annual interest rate, at our option, equal to (a) the higher of (i) the rate



                                       31
<PAGE>   33

from time to time publicly announced by Chase in New York City as its prime rate
plus 1% to 1 1/4%, (ii) the federal funds rate plus of 1 1/2% to 1 3/4%, and
(iii) the base CD rate plus 2% to 2 1/4%, depending upon the ratio of our total
debt to Consolidated Adjusted Operating Profit, or (b) the Eurodollar Rate plus
2% to 2 1/4% depending upon the ratio of our total debt to Consolidated Adjusted
Operating Profit (the "Tranche B Eurodollar Rate Margin").

         Spin-off Refinancing

    We intend to refinance the Credit Facilities in connection with the proposed
Distribution. Depending on our credit rating and market conditions, we will
either refinance through the bank markets or through the use of a combination of
debt securities. If we receive a non-investment grade rating or public debt
market conditions are not favorable, we intend to refinance through the bank
markets ("Bank Refinancing"). We would expect a Bank Refinancing to be in the
form of a new revolving credit facility allowing the Company to borrow up to
$800 million at an estimated drawn cost of the Eurodollar Rate plus 1.0 percent.
In the event that we receive an investment grade rating and debt market
conditions are favorable, we may refinance through the issuance of debt
securities. The current intention is to complete the refinancing simultaneously
with the Distribution. The contemplated refinancing, using June 30, 2000
balances, can be summarized as follows: (In millions)
<TABLE>
<CAPTION>
    Sources:                                                  Uses:
    --------                                                  -----
<S>                                       <C>                 <C>                                       <C>
    Bank Refinancing or                                       Repay existing Credit Facilities          $941.6
    Debt Securities                       $576.6
                                                              Fees and expenses                          $10.0
                                                                                                         -----

    Contribution from Dental
    Business                              $375.0
                                          ------

    Total sources                         $951.6              Total uses                                $951.6
                                          ======                                                        ======
</TABLE>


    The anticipated refinancing as described above is forward-looking. Our
ability to complete this refinancing is subject to a number of uncertainties and
contingencies, including completion of the Distribution, our ability to receive
a satisfactory credit rating from each of the rating agencies, market
conditions, our financial performance, and other factors. There can be no
assurance that we will be able to obtain the contemplated credit facilities. In
the event the Distribution is not completed, we will continue under our existing
Credit Facilities.

         Interest Rate Sensitivity

    As a result of the terms of our Credit Facilities, we are sensitive to a
rise in interest rates. A rise in interest rates would result in increased
interest expense on our outstanding debt. In order to reduce our sensitivity to
interest rate increases, from time to time we enter into interest rate swap
agreements. As of June 30, 2000, the Company has eight interest rate swaps
outstanding aggregating a notional amount of $383.5 million. Under the terms of
the swap agreements, the Company is required to pay a fixed rate amount equal to
the swap agreement rate listed below. In exchange for the payment of the fixed
rate



                                       32
<PAGE>   34

amount, the Company receives a floating rate amount equal to the three-month
LIBOR rate in effect on the date of the swap agreements and the subsequent reset
dates. For each of the swap agreements the rate resets on each quarterly
anniversary of the swap agreement date until the swap expiration date. The net
interest rate paid by the Company is approximately equal to the sum of the swap
agreement rate plus the applicable Eurodollar Rate Margin. In fiscal 2000, the
Tranche A and Revolver Eurodollar Rate Margins were .75%. The Tranche B
Eurodollar Rate Margin, which became applicable on July 29, 1999, was 2.0%. In
connection with the potential refinancing, the Company will assess the level and
need to continue using interest rate swaps. In the event the Company issues
fixed rate debt securities, it is likely that the swaps would be sold. The swap
agreement rates and durations as of June 30, 2000 are as follows:
<TABLE>
<CAPTION>
    EXPIRATION DATE        NOTIONAL AMOUNT           SWAP AGREEMENT DATE              SWAP AGREEMENT RATE
    ---------------        ---------------           -------------------              -------------------
<S>                        <C>                       <C>                              <C>
    February 7, 2001         $50 million               August 7, 1997                       5.910%
    August 7, 2001           $50 million               August 7, 1997                       5.900%
    September 10, 2001       $50 million               December 8, 1995                     5.623%
    December 31, 2001        $8.5 million              March 24, 1999                       5.500%
    June 8, 2002             $50 million               December 8, 1995                     5.500%
    July 31, 2002            $75 million               May 7, 1997                          6.385%
    July 31, 2002            $50 million               October 23, 1998                     4.733%
    October 1, 2002          $50 million               October 1, 1999                      6.260%
</TABLE>

         Sale/Leaseback

    Also as part of the permanent financing for the acquisition of Sybron's
predecessor in 1987, on December 22, 1988, we entered into the sale and
leaseback of what were our principal domestic facilities at that time (the
"Sale/Leaseback"). In January 1999, the annual obligation under the
Sale/Leaseback increased from $3.3 million to $3.6 million, payable monthly. On
the fifth anniversary of the leases and every five years thereafter (including
renewal terms), the rent will be increased by the percentage equal to 75% of the
percentage increase in the Consumer Price Index over the preceding five years.
The percentage increase to the rent in any five-year period is capped at 15%.
The next adjustment will occur on January 1, 2004.




EUROPEAN ECONOMIC MONETARY UNIT

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


                                       33
<PAGE>   35

         Our operating units located in European countries 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
reasonably foreseeable consequences of the Euro conversion 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.
Forward-looking statements may also be made by us 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", "goals", "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:

-       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, Hungary and Italy, which have historically been less stable than
        the United States in several respects, including fiscal and political
        stability; and risks associated with the economic downturns in other
        countries.

-       Factors affecting our ability to continue pursuing our current
        acquisition strategy and to be successful with that strategy, including
        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 acquisition 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.

-       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 a 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.


                                       34
<PAGE>   36

-       Factors affecting certain high growth industries we serve, such as
        consolidation in the drug discovery and diagnostics industries.

-       Factors affecting our ability to profitably distribute and sell our
        products, including 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, and risks associated with the development and
        marketing of new products in order to remain competitive by keeping pace
        with advancing dental, orthodontic and laboratory technologies.

-       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 Erie, factors affecting its Erie Electroverre S.A.
        subsidiary's ability to manufacture the glass used by Erie'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 Erie's flat glass operations.

-       Factors affecting our ability to hire and retain competent employees,
        including unionization of our non-union employees and changes in
        relationships with our unionized employees.

-       The risk of strikes or other labor disputes at those locations which are
        unionized which could affect our operations.

-       Factors affecting our ability to continue manufacturing and selling
        those of our products that are subject to regulation by the United
        States Food and Drug Administration or other domestic or foreign
        governments or agencies, 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.

-       Factors affecting the economy generally, including a rise in interest
        rates, the financial and business conditions of our customers and the
        demand for customers' products and services that utilize Company
        products.

-       Factors relating to the impact of changing public and private health
        care budgets, including reimbursement by private or governmental
        insurance programs, which could affect demand for or pricing of our
        products.

-       Factors affecting our financial performance or condition, including tax
        legislation, unanticipated restrictions on our ability to transfer funds
        from our subsidiaries and changes in applicable accounting principles or
        environmental laws and regulations.


                                       35
<PAGE>   37

-       The cost and other effects of claims involving our products and other
        legal and administrative proceedings, including the expense of
        investigating, litigating and settling any claims.

-       Factors affecting our ability to produce products on a competitive
        basis, including the availability of raw materials at reasonable prices.

-       Unanticipated technological developments, and/or intellectual property
        challenges to our products that result in competitive disadvantages and
        create the potential for impairment of our existing assets.

-       Factors affecting our operations in European countries related to the
        conversion from local legacy currencies to the Euro.

-       Factors affecting our ability to complete the proposed spin-off of the
        Dental Business, including but not limited to a favorable ruling by
        the Internal Revenue Service regarding the tax-free nature of the
        transaction and market conditions favorable to completing the spin-off.

-       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.



                                       36
<PAGE>   38


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 reduce our risk from these foreign currency rate
and interest rate fluctuations, 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. Our foreign currency
exposure exists primarily in the Euro, Danish Krone and the Japanese Yen values
versus the U.S. dollar. 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 transactions. In November 1999 we entered into nine
foreign currency options to hedge our exposure to each of the aforementioned
currencies.

    In 2000, we expect our exposure from our primary foreign currencies to
approximate the following:
<TABLE>
<CAPTION>
                                                                   ESTIMATED
                                                             EXPOSURE DENOMINATED            ESTIMATED
                                                               IN THE RESPECTIVE             EXPOSURE
      CURRENCY                                                 FOREIGN CURRENCY           IN U.S. DOLLARS
      --------                                                 ----------------           ---------------
                                                               (IN THOUSANDS)
<S>                                                          <C>                          <C>
      Euro (EUR)                                                  42,000 EUR                 $ 44,520
      Danish Krone (DKK)                                          87,400 DKK                   12,485
      Japanese Yen (JPY)                                         800,000 JPY                    7,619
</TABLE>

    As a result of these anticipated exposures, in November 1999 we entered into
a series of options expiring at the end of the second, third and fourth quarters
of 2000 to protect ourselves from possible detrimental effects of foreign
currency fluctuations. We accomplished this by taking approximately one-fourth
of the exposure in each of the foreign currencies listed above and purchasing a
put option on that currency (giving us the right but not the obligation to sell
the foreign currency at a predetermined rate). We purchased put options on the
foreign currencies at amounts approximately equal to our quarterly exposure. The
EUR and DKK options expire on a quarterly basis, at an exchange rate
approximately equal to the spot exchange rate at the date of purchase for each
of the respective currencies. The JPY options expire on a quarterly basis at an
exchange rate approximately equal to the prior year's respective quarters actual
exchange rate. In the second quarter, two of the options were sold and the third
expired worthless, in aggregate netting a gain of $0.7 million. In the third
quarter, two of the options were sold and the third expired worthless, in
aggregate netting a gain of $0.9 million. In November 1999, we acquired the
following put options:



                                       37
<PAGE>   39
<TABLE>
<CAPTION>

      NOTIONAL                                                OPTION               STRIKE
      CURRENCY                         AMOUNT(A)          EXPIRATION DATE           PRICE        PRICE(B)
      --------                         ---------          ---------------           -----        --------
                                         (In thousands, except strike prices)
<S>                                    <C>                <C>                      <C>           <C>
      EUR                                10,500           March 29, 2000           $ 250           .9524
      EUR                                10,500           June 28, 2000              297           .9524
      EUR                                10,500           September 26, 2000         329           .9524
      DKK                                21,850           March 29, 2000              88            7.00
      DKK                                21,850           June 28, 2000              103            7.00
      DKK                                21,850           September 26, 2000         114            7.00
      JPY                               200,000           March 29, 2000               9          116.00
      JPY                               200,000           June 28, 2000               10          120.00
      JPY                               200,000           September 26, 2000          24          115.00
---------------------
</TABLE>

(a)  Amounts expressed in units of foreign currency.
(b)  Amounts expressed in foreign currency per U.S. dollar.

    Our exposure in terms of these options is limited to the purchase price. To
illustrate this, the following example uses the Euro contract due to expire at
September 26, 2000.
<TABLE>
<CAPTION>

      EUR EXCHANGE                            GAIN/(LOSS)               GAIN/(LOSS)
          RATE                               ON OPTION (A)       FROM PRIOR YEAR RATE (B)     NET GAIN/(LOSS)
      ------------                           -------------       ------------------------     ---------------
                                                           (IN THOUSANDS, EXCEPT EXCHANGE RATE)
<S>                                          <C>                 <C>                          <C>
          .90                                  $ (329)                     $ 659                   $ 330
          .95                                    (329)                        45                    (284)
          1.0                                     196                       (507)                   (311)
--------------------
</TABLE>

(a)  Calculated as (notional amount/strike price) - (notional amount/exchange
     rate) - premium paid, with losses limited to the premium paid on the
     contract.
(b)  Calculated as (notional amount/exchange rate) - (notional amount/prior year
     exchange rate of .9539).

INTEREST RATES

    We use interest rate swaps to reduce our exposure to interest rate
movements. Our net exposure to interest rate risk consists of floating rate
instruments whose interest rates are determined by the Eurodollar Rate. Interest
rate risk management is accomplished by the use of swaps to create fixed
interest rate debt by resetting Eurodollar Rate loans concurrently with the
rates applying to the swap agreements. At June 30, 2000 we had floating rate
debt of approximately $922.3 million of which a total of $383.5 million was
swapped to fixed rates. The net interest rate paid by the Company is
approximately equal to the sum of the swap agreement rate plus the applicable
Eurodollar Rate Margin. In the first nine months of fiscal 2000, the Tranche A
and Revolver Eurodollar Rate Margins were .75%. The Tranche B Eurodollar Margin,
which became applicable on July 29, 1999, was 2.0%. The swap agreement rates and
durations as of June 30, 2000 are as follows:




                                       38
<PAGE>   40

<TABLE>
<CAPTION>

    EXPIRATION DATE        NOTIONAL AMOUNT           SWAP AGREEMENT DATE              SWAP AGREEMENT RATE
    ---------------        ---------------           -------------------              -------------------
<S>                        <C>                       <C>                              <C>
    February 7, 2001         $50 million               August 7, 1997                       5.910%
    August 7, 2001           $50 million               August 7, 1997                       5.900%
    September 10, 2001       $50 million               December 8, 1995                     5.623%
    December 31, 2001        $8.5 million              March 24, 1999                       5.500%
    June 8, 2002             $50 million               December 8, 1995                     5.500%
    July 31, 2002            $75 million               May 7, 1997                          6.385%
    July 31, 2002            $50 million               October 23, 1998                     4.733%
    October 1, 2002          $50 million               October 1, 1999                      6.260%
</TABLE>

    In addition to the aforementioned swaps, on September 29, 1999, the Company
entered into a repurchase agreement in which we purchased a United States
Treasury Bond ("Treasury") with a par value of $50 million, an interest rate of
6.15% and a maturity date of August 15, 2029. Concurrent with the purchase of
the Treasury, the Company lent the security to an unrelated third party for a
period of 23 years. In exchange for the loaned Treasury, the Company has
received collateral equal to the market value of the Treasury on the date of the
loan, and adjusted on a weekly basis. For a period of five years the Company is
obligated to pay a rebate on the loaned collateral at an annual fixed rate of
6.478% and is entitled to receive a fee for the loan of the security at a
floating rate equal to LIBOR minus .75%. Thereafter, the Company is required to
pay the unrelated third party a collateral fee equal to the one-week general
collateral rate of interest (as determined weekly in good faith by the unrelated
third party, provided that such rate shall not exceed the federal funds rate in
effect as of the day of determination plus .25%).

    The model below quantifies the Company's sensitivity to interest rate
movements as determined by the Eurodollar Rate and the effect of the interest
rate swaps which reduce that risk. The model assumes a) a base Eurodollar Rate
of 6.75% (the "Eurodollar Base Rate") which approximates the June 30, 2000 three
month Eurodollar Rate, b) the Company's floating rate debt is equal to it's June
30, 2000 floating rate debt balance of $922.3 million, c) the Company pays
interest on floating rate debt equal to the Eurodollar Rate + 75 basis points,
d) the Company has interest rate swaps (including the repurchase agreement) with
a notional amount of $433.5 million (equal to the notional amount of the
Company's interest rate swaps at June 30, 2000), and e) the Eurodollar Rate
varies by 10% of the Base Rate.

<TABLE>
<CAPTION>

                                      INTEREST EXPENSE INCREASE FROM A 10%      INTEREST EXPENSE DECREASE FROM A 10%
ANNUAL INTEREST RATE EXPOSURE         INCREASE IN THE EURODOLLAR BASE RATE      DECREASE IN THE EURODOLLAR BASE RATE
-----------------------------         ------------------------------------      ------------------------------------

<S>                                   <C>                                       <C>
Without interest rate swaps:                         $6.2 million                       ($6.2 million)
With interest rate swaps:                            $3.3 million                       ($3.3 million)
</TABLE>







PART II - OTHER INFORMATION


                                       39
<PAGE>   41

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)   EXHIBITS:

           See the 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 dated as of April 24, 2000, was filed on April 25, 2000, to
report, under Item 5, the planned spin-off of the Company's dental group. A
copy of the Company's Press Release dated April 24, 2000, was filed as an
exhibit.

         A Form 8-K dated as of June 26, 2000 was filed on June 26, 2000, to
report, under Item 5, the expected earnings shortfall for the Company's third
and fourth quarters of fiscal 2000. A copy of the Company's Press Release dated
June 26, 2000, was filed as an exhibit.




                                       40
<PAGE>   42


                                   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 thereunto duly authorized.


                                  SYBRON INTERNATIONAL CORPORATION
                                  (Registrant)



Date:  August 14, 2000            /s/  Dennis Brown
----------------------            -------------------------------
                                  Dennis Brown
                                  Vice President - Finance, Chief
                                  Financial Officer & Treasurer*



                                  *    executing as both the principal financial
                                       officer and the duly authorized officer
                                       of the Company.





                                       41
<PAGE>   43

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

                                  EXHIBIT INDEX
                                       TO
        QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000

                                           INCORPORATED
EXHIBIT                                    HEREIN BY                    FILED
NUMBER          DESCRIPTION                REFERENCE TO                 HEREWITH


27              Financial Data Schedule                                    X



                                      EI-1