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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

For The Fiscal Year Ended September 30, 2004

Commission File Number 001-11091

Apogent Technologies Inc.

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

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

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

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE: None

APOGENT TECHNOLOGIES INC.

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PART I.

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

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

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

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

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

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

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

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

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

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

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

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

      For information and cautionary factors regarding forward-looking statements contained in this report, see Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 2.     Properties

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

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

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

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

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

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

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

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PART II.

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

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

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

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

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

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

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

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

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

Overview

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

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

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

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

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

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

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

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

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

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

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

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Results of Operations

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

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

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

      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Apogent Technologies Inc. and subsidiaries at September 30, 2004, and the results of their operations and their cash flows for the period from August 2, 2004 through September 30, 2004, and of its predecessor for the period from October 1, 2003 through August 1, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

New York, New York

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

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

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

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Apogent Technologies Inc. and subsidiaries as of September 30, 2003, and the results of their operations and their cash flows for each of the years in the two-year period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statement as a whole, present fairly, in all material respects, the information set forth therein.

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

	/s/ KPMG LLP

Boston, Massachusetts

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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements

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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES

See accompanying notes to consolidated financial statements

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APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES