---
ticker: TECH
company: TECH
filing_type: 10-K
year_current: 2023
year_prior: 2022
risks_added: 7
risks_removed: 11
risks_modified: 43
risks_unchanged: 37
source: SEC EDGAR
url: https://riskdiff.com/tech/2023-vs-2022/
markdown_url: https://riskdiff.com/tech/2023-vs-2022/index.md
generated: 2026-06-01
---

# TECH: 10-K Risk Factor Changes 2023 vs 2022

> Source: U.S. Securities and Exchange Commission (EDGAR)  
> Generated: 2026-06-01  
> All data extracted directly from official filings. No hallucinated content.

## Summary

| Status | Count |
|--------|-------|
| New risks added | 7 |
| Risks removed | 11 |
| Risks modified | 43 |
| Unchanged | 37 |

---

## New in Current Filing: Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.

Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials). The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements adversely impacts our business and financial results in the applicable geographies. Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs. More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties.

---

## New in Current Filing: RESULTS OF OPERATIONS

Net Sales Consolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars. ​ Consolidated net sales growth was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## New in Current Filing: Business Combinations

We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets. The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis. We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings. The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income 42 42 Table of Contentsin a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full 43 Table of Contents Table of Contents Table of Contents in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.

---

## New in Current Filing: Noncontrolling

​ ​ ​ ​ ​ Shares(1) ​ Amount(1) ​ Capital(1) ​ Earnings(1) ​

---

## New in Current Filing: Year ended June 30,

​ 2023 2022 2021 Consumables ​ $ 917,733 ​ $ 890,874 ​ $ 751,985 Instruments ​ 112,085 ​ 120,758 ​ 93,782 Services ​ 85,784 ​ 71,988 ​ 66,416 Total product and services revenue, net ​ 1,115,602 ​ $ 1,083,620 ​ 912,183 Royalty revenues ​ 21,100 ​ 21,979 ​ 18,849 Total revenues, net ​ $ 1,136,702 ​ $ 1,105,599 ​ $ 931,032 ​ Revenue by geography is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## New in Current Filing: Year Ended June 30,

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## New in Current Filing: Year Ended June 30,

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## No Match in Current: Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results.

---

## No Match in Current: Business Strategy Update

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ Environmental ​ The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. The Company was also focused on evaluating how climate change impacts from our business operations might be measured and mitigated, with the plan of integrating consideration of greenhouse gas emissions and other climate variables into those key business strategies. ​ In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change. ​ The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company is creating a cross-functional internal council to evaluate potential long-term business impacts while driving long-term sustainability solutions. ​ Digital ​ In driving our four key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks. ​ The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach. ​

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## No Match in Current: CRITICAL ACCOUNTING POLICIES

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

Management's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

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## No Match in Current: On July 1, 2022, the Company completed the acquisition of Namocell, Inc. for approximately $100 million, plus contingent consideration of up to $25 million upon the achievement of certain future milestones.

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

On August 4, 2022, the Company sold its remaining shares of CCXI for approximately $73.3 million. The cost basis of the investment was $6.6 million.

---

## No Match in Current: Year ended June 30,

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ 2022 2021 2020 Consumables $ 890,874 ​ $ 751,985 ​ $ 602,642 Instruments 120,758 ​ 93,782 ​ 71,462 Services 71,988 ​ 66,416 ​ 47,459 Total product and services revenue, net 1,083,620 ​ $ 912,183 ​ 721,563 Royalty revenues 21,979 ​ 18,849 ​ 17,128 Total revenues, net $ 1,105,599 ​ $ 931,032 ​ $ 738,691 ​ 58 58 Table of ContentsRevenue by geography is as follows:​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​2022 2021 2020​​ ​ ​ United States$ 614,107​$ 502,080​$ 404,407EMEA, excluding United Kingdom 219,055​ 204,264​ 155,289United Kingdom 48,637​ 40,945​ 30,411APAC, excluding Greater China 76,139​ 69,013​ 60,362Greater China 112,438​ 87,556​ 68,792Rest of World 35,223​ 27,174​ 19,430Net Sales$ 1,105,599​$ 931,032​$ 738,691​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​June 30, ​2022 2021​​​​​​Raw materials$ 79,291​$ 55,096Finished goods(1) 66,943​ 67,108Inventories, net$ 146,234​$ 122,204(1)Finished goods inventory of $5,111 and $5,456 is included within other long-term assets in the June 30, 2022 and June 30, 2021 Balance Sheets, respectively, as it forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​June 30, ​2022 2021Cost:​ ​ Land$ 8,572​$ 8,612Buildings and improvements 229,551​ 190,661Machinery and equipment ​ 174,813​ 149,410Construction in progress 21,729​​ 49,073Property and equipment, cost 434,665​ 397,756Accumulated depreciation and amortization (211,423)​ (189,849)Property and equipment, net$ 223,242​$ 207,907​59 Table of Contents Table of Contents Table of Contents Revenue by geography is as follows:​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​2022 2021 2020​​ ​ ​ United States$ 614,107​$ 502,080​$ 404,407EMEA, excluding United Kingdom 219,055​ 204,264​ 155,289United Kingdom 48,637​ 40,945​ 30,411APAC, excluding Greater China 76,139​ 69,013​ 60,362Greater China 112,438​ 87,556​ 68,792Rest of World 35,223​ 27,174​ 19,430Net Sales$ 1,105,599​$ 931,032​$ 738,691​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​June 30, ​2022 2021​​​​​​Raw materials$ 79,291​$ 55,096Finished goods(1) 66,943​ 67,108Inventories, net$ 146,234​$ 122,204(1)Finished goods inventory of $5,111 and $5,456 is included within other long-term assets in the June 30, 2022 and June 30, 2021 Balance Sheets, respectively, as it forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​June 30, ​2022 2021Cost:​ ​ Land$ 8,572​$ 8,612Buildings and improvements 229,551​ 190,661Machinery and equipment ​ 174,813​ 149,410Construction in progress 21,729​​ 49,073Property and equipment, cost 434,665​ 397,756Accumulated depreciation and amortization (211,423)​ (189,849)Property and equipment, net$ 223,242​$ 207,907​ Revenue by geography is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## No Match in Current: Year Ended June 30,

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## No Match in Current: Year Ended June 30,

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## No Match in Current: Note 10. Share-based Compensation and Other Benefit Plans:

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. Equity incentive plan: The 2020 Equity Incentive Plan, which replaced the Company's Second Amended and Restated 2010 Equity Incentive Plan, provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights. There were 8.8 million shares of common stock authorized for grant under the Plan. The maximum aggregate number of shares of common stock reserved and available for awards under the Plan is 2,484,202 shares. At June 30, 2022, there were 2.2 million shares of common stock available for grant under the 2020 Equity Incentive Plan. The maximum term of incentive options granted under the 2020 Equity Incentive Plan is ten years. The 2020 Equity Incentive Plan replaced the Company's second A&R 2010 Plan, which had previously amended and restated the Company's Amended and Restate 2010 Equity Incentive Plan (the A&R 2010 Plan). The 2020 Equity Incentive Plan and Second A&R 2010 Plan (collectively, the Plans) are administered by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock subject to outstanding awards as of June 30, 2022 under the 2020 Equity Incentive Plan were 3.3 million. The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## No Match in Current: Year Ended June 30,

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## No Match in Current: Life (years)

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at June 30, 2019 3,656 ​ $ 121.16 ​ Granted 752 ​ 190.80 ​ Forfeited (56) ​ 95.97 ​ Exercised (743) ​ 157.45 ​ Outstanding at June 30, 2020 3,609 ​ $ 140.28 ​ Granted 763 ​ 277.75 ​ Forfeited (28) ​ 214.33 ​ Exercised (627) ​ 112.53 ​ Outstanding at June 30, 2021 3,717 ​ $ 172.63 ​ Granted 348 ​ 480.59 ​ Forfeited (135) ​ 348.18 ​ Exercised (613) ​ 134.45 ​ Outstanding at June 30, 2022 3,317 ​ $ 204.82 ​ $ 470.5 3.6 Exercisable at June 30, 2020: 1,564 ​ 112.60 ​ Exercisable at June 30, 2021: 1,764 ​ 126.44 ​ Exercisable at June 30, 2022: 1,949 ​ 147.97 ​ 387.3 2.6 ​ The weighted average fair value of options granted during fiscal 2022, 2021, and 2020 was $119.11, $59.75, and $37.01, respectively. The total intrinsic value of options exercised during fiscal 2022, 2021, and 2020 were $209.3 million, $145.6 million, and $99.3 million, respectively. The total fair value of options vested during fiscal 2022, 2021, and 2020 were $82.3 million, $70.5 million, and $71.1 million, respectively. Restricted common stock activity under the Plans for the three years ended June 30, 2022, consists of the following (units in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ Number of ​ ​

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## No Match in Current: Contractual

*This section from the 2022 filing does not have a high-confidence textual match in 2023. It may have been removed, merged, or substantially reworded.*

​ ​ Shares (in ​ ​ Date Fair ​ Term ​ ​ thousands) ​ ​ Value ​ (years) Unvested at June 30, 2019 30 ​ $ 147.94 Granted 15 ​ 193.48 Vested (18) ​ 142.12 Forfeited  -  ​  -  Unvested at June 30, 2020 28 ​ $ 177.20 Granted 12 ​ 264.73 Vested (17) ​ 171.64 Forfeited  -  ​  -  Unvested at June 30, 2021 23 ​ $ 226.07 Granted 7 ​ 489.34 Vested (14) ​ 218.28 Forfeited  -  ​  -  Unvested at June 30, 2022 16 ​ $ 343.30 ​ 6.03 ​ The total fair value of restricted shares that vested was $2.9 million for fiscal 2022, $2.8 million for fiscal 2021, and $2.5 million for fiscal 2020. 73 73

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## Modified: The healthcare and life sciences industries that we serve face constant pressures and changes in an effort to reduce healthcare costs or increase their predictability, all of which may adversely affect our business and financial results.

**Key changes:**

- Reworded sentence: "18 18 Table of ContentsOur Diagnostics and Genomics segment products are intended primarily for the medical diagnostics market, which relies largely on government healthcare-related policies and funding."
- Added sentence: "Additionally, the U.S."
- Added sentence: "government's plans to manage prescription drug prices, as well as its recently announced intention to regulate lab developed tests, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products."
- Reworded sentence: "Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial results.As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course of business, and we also from time to time complete more significant transactions."
- Added sentence: "Additionally, the U.S."

**Prior (2022):**

Our Protein Sciences segment products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at university and government research institutions. In addition to the impacts described above relating to COVID-19, research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies. We carry essentially no 17 17 Table of Contentsbacklog of orders and changes in the level of orders received and filled daily can cause fluctuations in quarterly revenues and earnings.Our Genomics and Diagnostics segment includes products for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner's signature on test requisitions) may be implemented from time to time. All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products.Acquisition and Investment RisksOur inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.One of our key strategies is growth through acquisition of other businesses and assets. Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price. Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial results.As part of our business strategy we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course, and we also from time to time complete more significant transactions. We joined with two partners to establish a collaborative marketing venture, ScaleReady LLC, to address the needs of the rapidly expanding cell and gene therapy market, and subsequently announced that we had entered into an option agreement to potentially invest in and then acquire one of those partners, Wilson Wolf Manufacturing. More recently, subsequent to the end of our fiscal year, we acquired Namocell Inc., a single cell sorting and dispensing platform company While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our company. Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results:●businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability;​●we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets;​●acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term;​18 Table of Contents Table of Contents Table of Contents backlog of orders and changes in the level of orders received and filled daily can cause fluctuations in quarterly revenues and earnings.Our Genomics and Diagnostics segment includes products for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner's signature on test requisitions) may be implemented from time to time. All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products.Acquisition and Investment RisksOur inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.One of our key strategies is growth through acquisition of other businesses and assets. Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price. Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial results.As part of our business strategy we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course, and we also from time to time complete more significant transactions. We joined with two partners to establish a collaborative marketing venture, ScaleReady LLC, to address the needs of the rapidly expanding cell and gene therapy market, and subsequently announced that we had entered into an option agreement to potentially invest in and then acquire one of those partners, Wilson Wolf Manufacturing. More recently, subsequent to the end of our fiscal year, we acquired Namocell Inc., a single cell sorting and dispensing platform company While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our company. Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results:●businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability;​●we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets;​●acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term;​ backlog of orders and changes in the level of orders received and filled daily can cause fluctuations in quarterly revenues and earnings. Our Genomics and Diagnostics segment includes products for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner's signature on test requisitions) may be implemented from time to time. All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products.

**Current (2023):**

Our Protein Sciences segment products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at university and government research institutions. In addition to the impacts described above relating to COVID-19, research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies. 18 18 Table of ContentsOur Diagnostics and Genomics segment products are intended primarily for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner's signature on test requisitions) may be implemented from time to time. Additionally, the U.S. government's plans to manage prescription drug prices, as well as its recently announced intention to regulate lab developed tests, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products. All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products.Acquisition and Investment RisksOur inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.One of our key strategies is growth through acquisition of other businesses and assets. Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price. Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial results.As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course of business, and we also from time to time complete more significant transactions. At the beginning of this fiscal year, we completed the acquisition of Namocell, a single cell sorting and dispensing platform company. Bio-Techne also obtained a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027. We have also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, and which addresses the needs of the rapidly expanding cell and gene therapy market. While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our company. Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results:●businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability;​●we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets;​●acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term;​19 Table of Contents Table of Contents Table of Contents Our Diagnostics and Genomics segment products are intended primarily for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner's signature on test requisitions) may be implemented from time to time. Additionally, the U.S. government's plans to manage prescription drug prices, as well as its recently announced intention to regulate lab developed tests, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products. All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products.Acquisition and Investment RisksOur inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price.One of our key strategies is growth through acquisition of other businesses and assets. Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price. Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial results.As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course of business, and we also from time to time complete more significant transactions. At the beginning of this fiscal year, we completed the acquisition of Namocell, a single cell sorting and dispensing platform company. Bio-Techne also obtained a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027. We have also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, and which addresses the needs of the rapidly expanding cell and gene therapy market. While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our company. Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results:●businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability;​●we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets;​●acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term;​ Our Diagnostics and Genomics segment products are intended primarily for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner's signature on test requisitions) may be implemented from time to time. Additionally, the U.S. government's plans to manage prescription drug prices, as well as its recently announced intention to regulate lab developed tests, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products. All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products.

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## Modified: Note 7. Leases:

**Key changes:**

- Reworded sentence: "During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income."
- Reworded sentence: "Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021."
- Reworded sentence: "During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively.70 Table of Contents Table of Contents Table of Contents ​The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2023 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2023Cash amounts paid on operating lease liabilities(1)​$ 14,934​​​​Right of use assets obtained in exchange for lease liabilities​$ 48,103(1)Total cash paid for the Company's operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses."
- Reworded sentence: "Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021."
- Reworded sentence: "During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively."

**Prior (2022):**

As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2022, the Company recognized $4.3 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2022, the Company also recognized $14.4 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income. The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ June 30, ​ ​ Balance Sheet Classification ​ 2022 Operating leases: ​ ​ ​ Operating lease right of use assets(1) ​ Right of Use Asset ​ $ 65,556 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities(1) ​ Operating lease liabilities current ​ $ 11,928 ​ Noncurrent operating lease liabilities(1) ​ Operating lease liabilities ​ 58,133 ​ Total operating lease liabilities ​ ​ ​ ​ $ 70,061 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years): ​ ​ ​ 7.88 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ 3.98 % 67 67 Table of Contents​(1)The right of use asset, current operating lease liabilities, and noncurrent lease liabilities on the Consolidated Balance Sheet exclude a definitive agreement entered into by the Company in November 2021 for a 74,000 square foot facility in Centennial, Colorado for the next 12.5 years with approximate annual rental impact of $0.9 million. Construction is underway and once complete, the commencement of the lease will occur, which is expected to be in the first half of fiscal 2023. The facility replaces a current leased facility in the same location that will terminate upon completion of construction of the new facility.​The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2022 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2022Cash amounts paid on operating lease liabilities(1)​$ 14,950​​​​Right of use assets obtained in exchange for lease liabilities​ 8,225(1)Total cash paid for the Company's operating leases during the year ended June 30, 2022 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity.​68 Table of Contents Table of Contents Table of Contents ​(1)The right of use asset, current operating lease liabilities, and noncurrent lease liabilities on the Consolidated Balance Sheet exclude a definitive agreement entered into by the Company in November 2021 for a 74,000 square foot facility in Centennial, Colorado for the next 12.5 years with approximate annual rental impact of $0.9 million. Construction is underway and once complete, the commencement of the lease will occur, which is expected to be in the first half of fiscal 2023. The facility replaces a current leased facility in the same location that will terminate upon completion of construction of the new facility.​The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2022 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2022Cash amounts paid on operating lease liabilities(1)​$ 14,950​​​​Right of use assets obtained in exchange for lease liabilities​ 8,225(1)Total cash paid for the Company's operating leases during the year ended June 30, 2022 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity.​ ​ 12.5 ​ The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ June 30, ​ 2022 Cash amounts paid on operating lease liabilities(1) ​ $ 14,950 ​ ​ ​ ​ Right of use assets obtained in exchange for lease liabilities ​ 8,225 ​ 68 68 Table of ContentsThe following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ June 30, 2022​​Operating​​Leases2023​$ 14,2412024​ 12,6392025​ 11,5042026​ 10,1412027​ 8,324Thereafter​ 25,433Total​$ 82,282Less: Amounts representing interest​ 12,221Total Lease obligations​$ 70,061​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $1.28 in each of the full fiscal years ended June 30, 2022, June 30, 2021, and June 30, 2020. During the years ended June 30, 2022, June 30, 2021 and June 30, 2020, the Company repurchased 394,238 shares at an average share price of $408.26, 120,000 shares at an average share price of $359.81, and 279,381 shares at an average share price of $179.37, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2022, 2021 and 2020, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were not material.69 Table of Contents Table of Contents Table of Contents The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ June 30, 2022​​Operating​​Leases2023​$ 14,2412024​ 12,6392025​ 11,5042026​ 10,1412027​ 8,324Thereafter​ 25,433Total​$ 82,282Less: Amounts representing interest​ 12,221Total Lease obligations​$ 70,061​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $1.28 in each of the full fiscal years ended June 30, 2022, June 30, 2021, and June 30, 2020. During the years ended June 30, 2022, June 30, 2021 and June 30, 2020, the Company repurchased 394,238 shares at an average share price of $408.26, 120,000 shares at an average share price of $359.81, and 279,381 shares at an average share price of $179.37, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2022, 2021 and 2020, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were not material. The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ ​ Operating ​ ​ Leases 2023 ​ $ 14,241 2024 ​ 12,639 2025 ​ 11,504 2026 ​ 10,141 2027 ​ 8,324 Thereafter ​ 25,433 Total ​ $ 82,282 Less: Amounts representing interest ​ 12,221 Total Lease obligations ​ $ 70,061 ​ Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.

**Current (2023):**

As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income. The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ June 30, ​ ​ Balance Sheet Classification ​ 2023 Operating leases: ​ ​ ​ Operating lease right of use assets ​ Right of Use Asset ​ $ 98,326 ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ Operating lease liabilities - current ​ $ 11,199 Noncurrent operating lease liabilities ​ Operating lease liabilities ​ 93,766 Total operating lease liabilities ​ ​ ​ ​ $ 104,965 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years): ​ ​ ​ 9.33 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate (%): ​ ​ ​ 4.27 ​ 69 69 Table of Contents​The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2023 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2023Cash amounts paid on operating lease liabilities(1)​$ 14,934​​​​Right of use assets obtained in exchange for lease liabilities​$ 48,103(1)Total cash paid for the Company's operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity.The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ June 30, 2023​​Operating​​Leases2024​$ 15,1672025​ 14,9572026​ 15,0972027​ 12,4842028​ 12,482Thereafter​ 59,715Total​$ 129,902Less: Amounts representing interest​ 24,937Total lease obligations​$ 104,965​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively.70 Table of Contents Table of Contents Table of Contents ​The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2023 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2023Cash amounts paid on operating lease liabilities(1)​$ 14,934​​​​Right of use assets obtained in exchange for lease liabilities​$ 48,103(1)Total cash paid for the Company's operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity.The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ June 30, 2023​​Operating​​Leases2024​$ 15,1672025​ 14,9572026​ 15,0972027​ 12,4842028​ 12,482Thereafter​ 59,715Total​$ 129,902Less: Amounts representing interest​ 24,937Total lease obligations​$ 104,965​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively. ​ The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ June 30, ​ 2023 Cash amounts paid on operating lease liabilities(1) ​ $ 14,934 ​ ​ ​ ​ Right of use assets obtained in exchange for lease liabilities ​ $ 48,103 The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2023 ​ ​ Operating ​ ​ Leases 2024 ​ $ 15,167 2025 ​ 14,957 2026 ​ 15,097 2027 ​ 12,484 2028 ​ 12,482 Thereafter ​ 59,715 Total ​ $ 129,902 Less: Amounts representing interest ​ 24,937 Total lease obligations ​ $ 104,965 ​ Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.

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## Modified: Other Non-Operating Income / (Expense), Net

**Prior (2022):**

Other non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

Other non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Note 2. Revenue Recognition:

**Key changes:**

- Reworded sentence: "Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment."
- Reworded sentence: "The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date."
- Reworded sentence: "The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2023."
- Reworded sentence: "Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year."
- Reworded sentence: "Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively."

**Prior (2022):**

Consumables revenues consist of single-use products and are recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer-lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support ("PCS"), and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at a point in time. Prior to fiscal year 2021, the Company has not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue 57 57 Table of Contentswould not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered that it had sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal year 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. The Company continues to record revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration remains constrained. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2022 and June 30, 2021.Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception.Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both.Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over the contract period. Contract assets as of June 30, 2022 are not material.Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2022 and June 30, 2021 were approximately $25.5 million and $20.0 million, respectively. Contract liabilities as of June 30, 2021 subsequently recognized as revenue during the year ended June 30, 2022 were approximately $16.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the balance sheet.Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We have elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows:​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​2022 2021 2020Consumables$ 890,874​$ 751,985​$ 602,642Instruments 120,758​ 93,782​ 71,462Services 71,988​ 66,416​ 47,459Total product and services revenue, net 1,083,620​$ 912,183​ 721,563Royalty revenues 21,979​ 18,849​ 17,128Total revenues, net$ 1,105,599​$ 931,032​$ 738,691​58 Table of Contents Table of Contents Table of Contents would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered that it had sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal year 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. The Company continues to record revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration remains constrained. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2022 and June 30, 2021.Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception.Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both.Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over the contract period. Contract assets as of June 30, 2022 are not material.Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2022 and June 30, 2021 were approximately $25.5 million and $20.0 million, respectively. Contract liabilities as of June 30, 2021 subsequently recognized as revenue during the year ended June 30, 2022 were approximately $16.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the balance sheet.Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We have elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows:​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​2022 2021 2020Consumables$ 890,874​$ 751,985​$ 602,642Instruments 120,758​ 93,782​ 71,462Services 71,988​ 66,416​ 47,459Total product and services revenue, net 1,083,620​$ 912,183​ 721,563Royalty revenues 21,979​ 18,849​ 17,128Total revenues, net$ 1,105,599​$ 931,032​$ 738,691​ would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered that it had sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal year 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. The Company continues to record revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration remains constrained. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2022 and June 30, 2021. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over the contract period. Contract assets as of June 30, 2022 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2022 and June 30, 2021 were approximately $25.5 million and $20.0 million, respectively. Contract liabilities as of June 30, 2021 subsequently recognized as revenue during the year ended June 30, 2022 were approximately $16.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the balance sheet. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We have elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented. Revenue by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments 57 57 Table of Contentsrevenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2023. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2023 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. 58 Table of Contents Table of Contents Table of Contents revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2023. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2023 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2023. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2023 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. 58 58 Table of ContentsAny claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows:​​​​​​​​​​​​ ​​​​​​​​​​Year ended June 30, ​ 2023 2022 2021Consumables​$ 917,733​$ 890,874​$ 751,985Instruments​ 112,085​ 120,758​ 93,782Services​ 85,784​ 71,988​ 66,416Total product and services revenue, net​ 1,115,602​$ 1,083,620​ 912,183Royalty revenues​ 21,100​ 21,979​ 18,849Total revenues, net​$ 1,136,702​$ 1,105,599​$ 931,032​Revenue by geography is as follows:​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021​ ​ ​ ​ United States​$ 642,465​$ 614,107​$ 502,080EMEA, excluding United Kingdom​ 220,230​ 219,055​ 204,264United Kingdom​ 49,457​ 48,637​ 40,945APAC, excluding Greater China​ 73,190​ 76,139​ 69,013Greater China​ 113,868​ 112,438​ 87,556Rest of World​ 37,492​ 35,223​ 27,174Net Sales​$ 1,136,702​$ 1,105,599​$ 931,032​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​ June 30, ​ 2023 2022​​​​​​​Raw materials​$ 84,551​$ 79,291Finished goods(1)​ 92,474​ 66,943Inventories, net​$ 177,025​$ 146,234(1)Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.59 Table of Contents Table of Contents Table of Contents Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows:​​​​​​​​​​​​ ​​​​​​​​​​Year ended June 30, ​ 2023 2022 2021Consumables​$ 917,733​$ 890,874​$ 751,985Instruments​ 112,085​ 120,758​ 93,782Services​ 85,784​ 71,988​ 66,416Total product and services revenue, net​ 1,115,602​$ 1,083,620​ 912,183Royalty revenues​ 21,100​ 21,979​ 18,849Total revenues, net​$ 1,136,702​$ 1,105,599​$ 931,032​Revenue by geography is as follows:​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021​ ​ ​ ​ United States​$ 642,465​$ 614,107​$ 502,080EMEA, excluding United Kingdom​ 220,230​ 219,055​ 204,264United Kingdom​ 49,457​ 48,637​ 40,945APAC, excluding Greater China​ 73,190​ 76,139​ 69,013Greater China​ 113,868​ 112,438​ 87,556Rest of World​ 37,492​ 35,223​ 27,174Net Sales​$ 1,136,702​$ 1,105,599​$ 931,032​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​ June 30, ​ 2023 2022​​​​​​​Raw materials​$ 84,551​$ 79,291Finished goods(1)​ 92,474​ 66,943Inventories, net​$ 177,025​$ 146,234(1)Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented. Revenue by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.

**Key changes:**

- Reworded sentence: "We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S."
- Removed sentence: "For example, the EU has adopted the In Vitro Diagnostic Regulation (the "EU IVDR"), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance."
- Removed sentence: "Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed."
- Removed sentence: "Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other changes."
- Removed sentence: "Failure by us or by our customers to comply with 27 27 Table of Contentsthe requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities."

**Prior (2022):**

As stated above, certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials). The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. For example, the EU has adopted the In Vitro Diagnostic Regulation (the "EU IVDR"), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed. Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other changes. Failure by us or by our customers to comply with 27 27 Table of Contentsthe requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. Failure to meet these requirements adversely impacts our business and financial results in the applicable geographies.Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs.More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties.Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company's reputation and have a material adverse effect upon the Company's business, a risk that has been elevated with the acquisition of Exosome Diagnostics, whose laboratory testing service is a healthcare provider that obtains and uses protected health information.If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI. HIPAA restricts the Company's ability to use or disclose PHI, without patient authorization, for purposes other than payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. If the laboratory operations for the Company's business use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties.​​28 Table of Contents Table of Contents Table of Contents the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. Failure to meet these requirements adversely impacts our business and financial results in the applicable geographies.Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs.More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties.Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company's reputation and have a material adverse effect upon the Company's business, a risk that has been elevated with the acquisition of Exosome Diagnostics, whose laboratory testing service is a healthcare provider that obtains and uses protected health information.If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI. HIPAA restricts the Company's ability to use or disclose PHI, without patient authorization, for purposes other than payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. If the laboratory operations for the Company's business use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties.​​ the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. Failure to meet these requirements adversely impacts our business and financial results in the applicable geographies. Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs. More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties.

**Current (2023):**

We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results. 28 28 Table of ContentsCertain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials). The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements adversely impacts our business and financial results in the applicable geographies.Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs.More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties.Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company's reputation and have a material adverse effect upon the Company's business, a risk that has been elevated with recent acquisitions that use protected health information and utilize healthcare providers for laboratory resting services.If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI. HIPAA restricts the Company's ability to use or disclose PHI, without patient authorization, for purposes other than payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. If the laboratory operations for the Company's business use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties.​29 Table of Contents Table of Contents Table of Contents Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials). The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements adversely impacts our business and financial results in the applicable geographies.Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs.More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties.Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company's reputation and have a material adverse effect upon the Company's business, a risk that has been elevated with recent acquisitions that use protected health information and utilize healthcare providers for laboratory resting services.If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI. HIPAA restricts the Company's ability to use or disclose PHI, without patient authorization, for purposes other than payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. If the laboratory operations for the Company's business use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties.​

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## Modified: CRITICAL ACCOUNTING POLICIES

**Key changes:**

- Reworded sentence: "Management's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S."
- Reworded sentence: "Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income 42 Table of Contents Table of Contents Table of Contents Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources."
- Reworded sentence: "Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources."

**Prior (2022):**

We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, 40 40 Table of Contentsprimarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $822.1 million as of June 30, 2022, which represented 36% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.41 Table of Contents Table of Contents Table of Contents primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $822.1 million as of June 30, 2022, which represented 36% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment. primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets. The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis. We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings. The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.

**Current (2023):**

Management's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. 41 41 Table of ContentsManagement bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income 42 Table of Contents Table of Contents Table of Contents Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

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## Modified: Research and Development Expenses

**Key changes:**

- Reworded sentence: "Research and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods."

**Prior (2022):**

Research and development expenses increased $16.5 million (23%) and $5.4 million (8%) in fiscal 2022 and 2021, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2022 as compared to 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. The increase in research and development expenses in fiscal 2021 as compared to fiscal 2020 was primarily attributable to continued investment in future growth platforms of the Company and recent acquisitions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

Research and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition. The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Issuer Purchases of Equity Securities

**Key changes:**

- Reworded sentence: "During the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively."
- Reworded sentence: "The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan."

**Prior (2022):**

During the years ended June 30, 2022 and June 30, 2021, the Company repurchased 394,238 shares of its common stock at an average share price of $408.26 and 120,000 shares at an average share price of $359.82, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 89,238 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 305,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. As of June 30, 2022, the Company had $280.3 million available to repurchase under our existing plan.

**Current (2023):**

During the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan. As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan.

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## Modified: Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:

**Key changes:**

- Reworded sentence: "Equity The Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021."
- Reworded sentence: "During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively."
- Reworded sentence: "The Company also recorded a related tax benefit of $2,150 during fiscal 2021.​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively."
- Reworded sentence: "The Company also recorded a related tax benefit of $2,150 during fiscal 2021.​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively."
- Reworded sentence: "The number of potentially dilutive option shares excluded from the calculation was 4.5 million, 2.8 million, and 2.4 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.​72 Table of Contents Table of Contents Table of Contents Note 9."

**Prior (2022):**

Equity The Company has declared cash dividends per share of $1.28 in each of the full fiscal years ended June 30, 2022, June 30, 2021, and June 30, 2020. During the years ended June 30, 2022, June 30, 2021 and June 30, 2020, the Company repurchased 394,238 shares at an average share price of $408.26, 120,000 shares at an average share price of $359.81, and 279,381 shares at an average share price of $179.37, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2022, 2021 and 2020, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were not material. 69 69 Table of ContentsAccumulated Other Comprehensive Income (loss)Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands):​​​​​​​​​​​​​Unrealized​​​​​​​​Gains​Foreign ​​​​​(Losses) on​Currency​​​​​Derivative​Translation ​​​​ Instruments Adjustments TotalBalance June 30, 2019​$ (9,537)​$ (73,983)​$ (83,521)Other comprehensive income (loss) before reclassifications​ (7,179)​ (9,963)​ (17,142)Reclassification from loss on derivatives to interest expense, net of taxes(1)​​ 3,464​​  - ​​ 3,464Balance June 30, 2020(3)​$ (13,253)​$ (83,946)​$ (97,199)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 100​ 32,848​ 32,948Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 6,960​  - ​ 6,960Balance as of June 30, 2021(3)​$ (6,193)​$ (51,098)​$ (57,291)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 9,403​ (32,171)​ (22,768)Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 4,859​​​​​ 4,859Balance as of June 30, 2022(3)​$ 8,069​$ (83,269)​$ (75,200)(1)Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021. The Company reclassified $4,503 to interest expense and a related tax benefit tax of $1,040 during fiscal 2020. ​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $70 and $103 attributable to the non-controlling interest in Eminence as of June 30, 2022, and June 30, 2021, respectively. (3)The Company had a net deferred tax liability of $2,480 as of June 30, 2022, and net deferred tax benefits of $1,908 and $4,058 as of June 30, 2021, and June 30, 2020, respectively. 70 Table of Contents Table of Contents Table of Contents Accumulated Other Comprehensive Income (loss)Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands):​​​​​​​​​​​​​Unrealized​​​​​​​​Gains​Foreign ​​​​​(Losses) on​Currency​​​​​Derivative​Translation ​​​​ Instruments Adjustments TotalBalance June 30, 2019​$ (9,537)​$ (73,983)​$ (83,521)Other comprehensive income (loss) before reclassifications​ (7,179)​ (9,963)​ (17,142)Reclassification from loss on derivatives to interest expense, net of taxes(1)​​ 3,464​​  - ​​ 3,464Balance June 30, 2020(3)​$ (13,253)​$ (83,946)​$ (97,199)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 100​ 32,848​ 32,948Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 6,960​  - ​ 6,960Balance as of June 30, 2021(3)​$ (6,193)​$ (51,098)​$ (57,291)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 9,403​ (32,171)​ (22,768)Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 4,859​​​​​ 4,859Balance as of June 30, 2022(3)​$ 8,069​$ (83,269)​$ (75,200)(1)Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021. The Company reclassified $4,503 to interest expense and a related tax benefit tax of $1,040 during fiscal 2020. ​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $70 and $103 attributable to the non-controlling interest in Eminence as of June 30, 2022, and June 30, 2021, respectively. (3)The Company had a net deferred tax liability of $2,480 as of June 30, 2022, and net deferred tax benefits of $1,908 and $4,058 as of June 30, 2021, and June 30, 2020, respectively. Accumulated Other Comprehensive Income (loss) Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Gains ​ Foreign ​ ​ ​ ​ ​ (Losses) on ​ Currency ​ ​ ​ ​ ​ Derivative ​ Translation ​ ​ ​ ​ Instruments Adjustments Total Balance June 30, 2019 ​ $ (9,537) ​ $ (73,983) ​ $ (83,521) Other comprehensive income (loss) before reclassifications ​ (7,179) ​ (9,963) ​ (17,142) Reclassification from loss on derivatives to interest expense, net of taxes(1) ​ ​ 3,464 ​ ​  -  ​ ​ 3,464 Balance June 30, 2020(3) ​ $ (13,253) ​ $ (83,946) ​ $ (97,199) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2) ​ 100 ​ 32,848 ​ 32,948 Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) ​ 6,960 ​  -  ​ 6,960 Balance as of June 30, 2021(3) ​ $ (6,193) ​ $ (51,098) ​ $ (57,291) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2) ​ 9,403 ​ (32,171) ​ (22,768) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) ​ 4,859 ​ ​ ​ ​ ​ 4,859 Balance as of June 30, 2022(3) ​ $ 8,069 ​ $ (83,269) ​ $ (75,200) ​ 70 70 Table of ContentsNote 9. Earnings Per Share:The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​2022 2021 2020Earnings per share - basic:​​​​​​​​Net earnings, including noncontrolling interest​ 263,099 ​ 139,585 ​ 229,296Less net earnings (loss) attributable to noncontrolling interest​ (8,952) ​ (825) ​  - Net earnings attributable to Bio-Techne$ 272,051​$ 140,410​$ 229,296Income allocated to participating securities (121)​ (86)​ (224)Income available to common shareholders$ 271,930​$ 140,324​$ 229,072Weighted-average shares outstanding - basic 39,219​ 38,747​ 38,201Earnings per share - basic$ 6.93​$ 3.62​$ 6.00 ​​​​​​​​​Earnings per share - diluted: ​ ​ Net earnings, including noncontrolling interest$ 263,099​$ 139,585​$ 229,296Less net earnings (loss) attributable to noncontrolling interest​ (8,952)​​ (825)​​  - Net earnings attributable to Bio-Techne​ 272,051​​ 140,410​​ 229,296Income allocated to participating securities (121)​ (86)​ (224)Income available to common shareholders$ 271,930​$ 140,324​$ 229,072Weighted-average shares outstanding - basic 39,219​ 38,747​ 38,201Dilutive effect of stock options and restricted stock units 1,810​ 1,736​ 1,200Weighted-average common shares outstanding - diluted 41,029​ 40,483​ 39,401Earnings per share - diluted$ 6.63​$ 3.47​$ 5.82​Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 0.7 million, 0.6 million, and 0.9 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively.​71 Table of Contents Table of Contents Table of Contents Note 9. Earnings Per Share:The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​2022 2021 2020Earnings per share - basic:​​​​​​​​Net earnings, including noncontrolling interest​ 263,099 ​ 139,585 ​ 229,296Less net earnings (loss) attributable to noncontrolling interest​ (8,952) ​ (825) ​  - Net earnings attributable to Bio-Techne$ 272,051​$ 140,410​$ 229,296Income allocated to participating securities (121)​ (86)​ (224)Income available to common shareholders$ 271,930​$ 140,324​$ 229,072Weighted-average shares outstanding - basic 39,219​ 38,747​ 38,201Earnings per share - basic$ 6.93​$ 3.62​$ 6.00 ​​​​​​​​​Earnings per share - diluted: ​ ​ Net earnings, including noncontrolling interest$ 263,099​$ 139,585​$ 229,296Less net earnings (loss) attributable to noncontrolling interest​ (8,952)​​ (825)​​  - Net earnings attributable to Bio-Techne​ 272,051​​ 140,410​​ 229,296Income allocated to participating securities (121)​ (86)​ (224)Income available to common shareholders$ 271,930​$ 140,324​$ 229,072Weighted-average shares outstanding - basic 39,219​ 38,747​ 38,201Dilutive effect of stock options and restricted stock units 1,810​ 1,736​ 1,200Weighted-average common shares outstanding - diluted 41,029​ 40,483​ 39,401Earnings per share - diluted$ 6.63​$ 3.47​$ 5.82​Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 0.7 million, 0.6 million, and 0.9 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively.​

**Current (2023):**

Equity The Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively. 70 70 Table of ContentsAccumulated Other Comprehensive Income (loss)Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands):​​​​​​​​​​​​​Unrealized​​​​​​​​Gains​Foreign ​​​​​(Losses) on​Currency​​​​​Derivative​Translation ​​​​ Instruments Adjustments TotalBalance June 30, 2020(3)​$ (13,253)​$ (83,946)​$ (97,199)Other comprehensive income (loss) before reclassifications​ 100​ 32,848​ 32,948Reclassification from loss on derivatives to interest expense, net of taxes(1)​​ 6,960​  - ​​ 6,960Balance June 30, 2021(3)​$ (6,193)​$ (51,098)​$ (57,291)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 9,403​ (32,171)​ (22,768)Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 4,859​​  - ​ 4,859Balance as of June 30, 2022​$ 8,069​$ (83,269)​$ (75,200)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 8,246​ 4,191​ 12,437Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ (3,453)​​  - ​​ (3,453)Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne​​  - ​​ 152​​ 152Balance as of June 30, 2023(2)​$ 12,862​$ (78,926)​$ (66,064)(1)Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $4,526 to interest income and recorded a related tax expense of $1,073 during fiscal 2023. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021.​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively. (3)The Company had a net deferred tax liability of $3,995 and $2,480 as of June 30, 2023, and June 30, 2022, respectively, and a net deferred tax benefit of $1,908 as of June 30, 2021. 71 Table of Contents Table of Contents Table of Contents Accumulated Other Comprehensive Income (loss)Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands):​​​​​​​​​​​​​Unrealized​​​​​​​​Gains​Foreign ​​​​​(Losses) on​Currency​​​​​Derivative​Translation ​​​​ Instruments Adjustments TotalBalance June 30, 2020(3)​$ (13,253)​$ (83,946)​$ (97,199)Other comprehensive income (loss) before reclassifications​ 100​ 32,848​ 32,948Reclassification from loss on derivatives to interest expense, net of taxes(1)​​ 6,960​  - ​​ 6,960Balance June 30, 2021(3)​$ (6,193)​$ (51,098)​$ (57,291)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 9,403​ (32,171)​ (22,768)Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 4,859​​  - ​ 4,859Balance as of June 30, 2022​$ 8,069​$ (83,269)​$ (75,200)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 8,246​ 4,191​ 12,437Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ (3,453)​​  - ​​ (3,453)Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne​​  - ​​ 152​​ 152Balance as of June 30, 2023(2)​$ 12,862​$ (78,926)​$ (66,064)(1)Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $4,526 to interest income and recorded a related tax expense of $1,073 during fiscal 2023. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021.​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively. (3)The Company had a net deferred tax liability of $3,995 and $2,480 as of June 30, 2023, and June 30, 2022, respectively, and a net deferred tax benefit of $1,908 as of June 30, 2021. Accumulated Other Comprehensive Income (loss) Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Gains ​ Foreign ​ ​ ​ ​ ​ (Losses) on ​ Currency ​ ​ ​ ​ ​ Derivative ​ Translation ​ ​ ​ ​ Instruments Adjustments Total Balance June 30, 2020(3) ​ $ (13,253) ​ $ (83,946) ​ $ (97,199) Other comprehensive income (loss) before reclassifications ​ 100 ​ 32,848 ​ 32,948 Reclassification from loss on derivatives to interest expense, net of taxes(1) ​ ​ 6,960 ​  -  ​ ​ 6,960 Balance June 30, 2021(3) ​ $ (6,193) ​ $ (51,098) ​ $ (57,291) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2) ​ 9,403 ​ (32,171) ​ (22,768) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) ​ 4,859 ​ ​  -  ​ 4,859 Balance as of June 30, 2022 ​ $ 8,069 ​ $ (83,269) ​ $ (75,200) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2) ​ 8,246 ​ 4,191 ​ 12,437 Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) ​ (3,453) ​ ​  -  ​ ​ (3,453) Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne ​ ​  -  ​ ​ 152 ​ ​ 152 Balance as of June 30, 2023(2) ​ $ 12,862 ​ $ (78,926) ​ $ (66,064) ​ 71 71 Table of ContentsNote 9. Earnings Per Share:The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021Earnings per share - basic:​​​​​​​​​Net earnings, including noncontrolling interest​​ 285,442 ​ 263,099 ​ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179 ​ (8,952) ​ (825)Net earnings attributable to Bio-Techne​$ 285,263​$ 272,051​$ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Earnings per share - basic​$ 1.81​$ 1.73​$ 0.91 ​​​​​​​​​​Earnings per share - diluted:​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442​$ 263,099​$ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179​​ (8,952)​​ (825)Net earnings attributable to Bio-Techne​​ 285,263​​ 272,051​​ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Dilutive effect of stock options and restricted stock units​ 4,676​ 7,240​ 6,946Weighted-average common shares outstanding - diluted​ 161,855​ 164,114​ 161,932Earnings per share - diluted​$ 1.76​$ 1.66​$ 0.87​Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 4.5 million, 2.8 million, and 2.4 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.​72 Table of Contents Table of Contents Table of Contents Note 9. Earnings Per Share:The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021Earnings per share - basic:​​​​​​​​​Net earnings, including noncontrolling interest​​ 285,442 ​ 263,099 ​ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179 ​ (8,952) ​ (825)Net earnings attributable to Bio-Techne​$ 285,263​$ 272,051​$ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Earnings per share - basic​$ 1.81​$ 1.73​$ 0.91 ​​​​​​​​​​Earnings per share - diluted:​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442​$ 263,099​$ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179​​ (8,952)​​ (825)Net earnings attributable to Bio-Techne​​ 285,263​​ 272,051​​ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Dilutive effect of stock options and restricted stock units​ 4,676​ 7,240​ 6,946Weighted-average common shares outstanding - diluted​ 161,855​ 164,114​ 161,932Earnings per share - diluted​$ 1.76​$ 1.66​$ 0.87​Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 4.5 million, 2.8 million, and 2.4 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.​

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## Modified: Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business and financial results.

**Key changes:**

- Reworded sentence: "FDA's regulation of drug or medical device products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an adverse effect on the demand for these products."
- Reworded sentence: "and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 3% of our fiscal 2023 sales were made to the U.S."
- Reworded sentence: "For example, the EU has adopted the In Vitro Diagnostic Regulation (the "EU IVDR"), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance."
- Reworded sentence: "Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S."
- Reworded sentence: "We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results.28 Table of Contents Table of Contents Table of Contents changes."

**Prior (2022):**

As referenced in more detail above, we and our customers must comply with a wide array of federal, state, local and international regulations, in such areas as medical device, healthcare, import and export, anticorruption, and privacy. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs and diagnostic products. Changes in the U.S. FDA's regulation of drug or medical device products could have an adverse effect on the demand for these products. We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (approximately 2% of our fiscal 2022 sales were made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment. We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. FDA, the U.S. Drug Enforcement Agency (the DEA), the U.S. Department of Health and Human Services (the DHHS), and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us. In particular, we are subject to laws and regulations concerning current good manufacturing practices. Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with the laws and regulations of, the DEA, the FDA, the DHHS, foreign agencies and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of product distribution, manufacturing and sale. The manufacture, distribution and marketing of many of our products and services, including medical devices and pharma services, are subject to extensive ongoing regulation by the FDA, the DEA, and other equivalent local, state, federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers' ability to provide products to their customers. We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits 26 26 Table of Contentsand licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.Significant developments or changes in U.S. laws and policies (including as a result of changes in party control of Congress or decisions from the U.S. Supreme Court), such as laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system and drug prices, can adversely affect our business and financial results. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant, additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. These factors have adversely affected, and in the future could further adversely affect, our business and financial results.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results.Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.As stated above, certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials). The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. For example, the EU has adopted the In Vitro Diagnostic Regulation (the "EU IVDR"), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed. Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other changes. Failure by us or by our customers to comply with 27 Table of Contents Table of Contents Table of Contents and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.Significant developments or changes in U.S. laws and policies (including as a result of changes in party control of Congress or decisions from the U.S. Supreme Court), such as laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system and drug prices, can adversely affect our business and financial results. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant, additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. These factors have adversely affected, and in the future could further adversely affect, our business and financial results.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results.Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.As stated above, certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials). The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. For example, the EU has adopted the In Vitro Diagnostic Regulation (the "EU IVDR"), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed. Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other changes. Failure by us or by our customers to comply with and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.

**Current (2023):**

As referenced in more detail above, we and our customers must comply with a wide array of federal, state, local and international regulations, in such areas as medical device, healthcare, import and export, anticorruption, and privacy. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs and diagnostic products. Changes in the U.S. FDA's regulation of drug or medical device products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an adverse effect on the demand for these products. We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 3% of our fiscal 2023 sales were made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment. We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. FDA, the U.S. Drug Enforcement Agency (the DEA), the U.S. Department of Health and Human Services (the DHHS), and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us. In particular, we are subject to laws and regulations concerning current good manufacturing practices. Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with the laws and regulations of, the DEA, the FDA, the DHHS, foreign agencies and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of product distribution, manufacturing and sale. The manufacture, distribution and marketing of many of our products and services, including medical devices and pharma services, are subject to extensive ongoing regulation by the FDA, the DEA, and other equivalent local, state, federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. For example, the EU has adopted the In Vitro Diagnostic Regulation (the "EU IVDR"), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed. Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other 27 27 Table of Contentschanges. Failure by us or by our customers to comply with the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers' ability to provide products to their customers.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.Significant developments or changes in U.S. laws and policies (including as a result of changes in party control of Congress or decisions from the U.S. Supreme Court), such as laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system and drug prices, can adversely affect our business and financial results. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant, additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. These factors have adversely affected, and in the future could further adversely affect, our business and financial results.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results.28 Table of Contents Table of Contents Table of Contents changes. Failure by us or by our customers to comply with the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers' ability to provide products to their customers.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.Significant developments or changes in U.S. laws and policies (including as a result of changes in party control of Congress or decisions from the U.S. Supreme Court), such as laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system and drug prices, can adversely affect our business and financial results. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant, additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. These factors have adversely affected, and in the future could further adversely affect, our business and financial results.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results. changes. Failure by us or by our customers to comply with the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers' ability to provide products to their customers. We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.

---

## Modified: Note 5. Fair Value Measurements:

**Key changes:**

- Reworded sentence: "Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable."
- Reworded sentence: "65 65 Table of ContentsThe following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​ Total ​​​​​​​​​​carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​​2023​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 23,739​$ 23,739​$  - ​$  - Derivative instruments - cash flow hedges(3)​ 16,857​  - ​ 16,857​  - Total assets​$ 40,596​$ 23,739​$ 16,857​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 3,500​$  - ​$  - ​$ 3,500Total liabilities​$ 3,500​$  - ​$  - ​$ 3,500​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2022 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$  - ​$  - Certificates of deposit(2)​ 14,500​ 14,500​  - ​  - Derivative instruments - cash flow hedges(3)​ 11,026​  - ​ 11,026​  - Total assets​$ 85,488​$ 74,462​$ 11,026​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$  - ​$  - ​$ 5,000Derivative instruments - cash flow hedges(3)​ 476​  - ​ 476​  - Total liabilities​$ 5,476​$  - ​$ 476​$ 5,000(1)Included in available-for-sale investments on the balance sheet."
- Reworded sentence: "The effective date of the swap was November 2022 with the full swap maturing in November 2025."
- Reworded sentence: "No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge."
- Reworded sentence: "The effective date of the swap was November 2022 with the full swap maturing in November 2025."

**Prior (2022):**

The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable 63 63 Table of Contentsfor the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​ Total ​​​​​​​​​​carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​​2022​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$  - ​$  - Certificates of deposit(2)​ 14,500​ 14,500​  - ​  - Derivative instruments - cash flow hedges​ 11,026​  - ​ 11,026​  - Total assets​$ 85,488​$ 74,462​$ 11,026​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$  - ​$  - ​$ 5,000Derivative instruments - cash flow hedges​ 476​  - ​ 476​  - Total liabilities​$ 5,476​$  - ​$ 476​$ 5,000​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2021 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 19,963​$ 18,581​$ 1,382​$  - Certificates of deposit(2)​ 12,500​ 12,500​  - ​  - Derivative instruments - cash flow hedges​ 275​  - ​ 275​  - Total assets​$ 32,738​$ 31,081​$ 1,657​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 29,400​$  - ​$  - ​$ 29,400Derivative instruments - cash flow hedges​ 8,376​  - ​ 8,376​  - Total liabilities​$ 37,776​$  - ​$ 8,376​$ 29,400(1)Included in available-for-sale investments on the balance sheet. The fair value of the Company's available-for-sale equity investment in CCXI as of June 30, 2022 and June 30, 2021 was $36.0 million and $20.0 million, respectively. The cost basis in the Company's investment in CCXI at June 30, 2022 and June 30, 2021 was $6.6 million and $6.6 million respectively. The Company exercised the warrant via net share settlement to acquire 66,833 additional shares of CCXI equity shares during the year ended June 30, 2022. The warrant was valued at $1.4 million as of June 30, 2021. The Company also purchased exchange traded investment grade bond funds during the year ended June 30, 2022. The cost basis and fair value of these exchange traded investment grade bond funds as of June 30, 2022 was $25.0 million and $23.9 million, respectively.(2)Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year.64 Table of Contents Table of Contents Table of Contents for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​ Total ​​​​​​​​​​carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​​2022​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$  - ​$  - Certificates of deposit(2)​ 14,500​ 14,500​  - ​  - Derivative instruments - cash flow hedges​ 11,026​  - ​ 11,026​  - Total assets​$ 85,488​$ 74,462​$ 11,026​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$  - ​$  - ​$ 5,000Derivative instruments - cash flow hedges​ 476​  - ​ 476​  - Total liabilities​$ 5,476​$  - ​$ 476​$ 5,000​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2021 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 19,963​$ 18,581​$ 1,382​$  - Certificates of deposit(2)​ 12,500​ 12,500​  - ​  - Derivative instruments - cash flow hedges​ 275​  - ​ 275​  - Total assets​$ 32,738​$ 31,081​$ 1,657​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 29,400​$  - ​$  - ​$ 29,400Derivative instruments - cash flow hedges​ 8,376​  - ​ 8,376​  - Total liabilities​$ 37,776​$  - ​$ 8,376​$ 29,400(1)Included in available-for-sale investments on the balance sheet. The fair value of the Company's available-for-sale equity investment in CCXI as of June 30, 2022 and June 30, 2021 was $36.0 million and $20.0 million, respectively. The cost basis in the Company's investment in CCXI at June 30, 2022 and June 30, 2021 was $6.6 million and $6.6 million respectively. The Company exercised the warrant via net share settlement to acquire 66,833 additional shares of CCXI equity shares during the year ended June 30, 2022. The warrant was valued at $1.4 million as of June 30, 2021. The Company also purchased exchange traded investment grade bond funds during the year ended June 30, 2022. The cost basis and fair value of these exchange traded investment grade bond funds as of June 30, 2022 was $25.0 million and $23.9 million, respectively.(2)Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year. for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ ​ June 30, ​ Inputs Considered as ​ ​ 2022 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Exchange traded securities(1) ​ $ 59,962 ​ $ 59,962 ​ $  -  ​ $  -  Certificates of deposit(2) ​ 14,500 ​ 14,500 ​  -  ​  -  Derivative instruments - cash flow hedges ​ 11,026 ​  -  ​ 11,026 ​  -  Total assets ​ $ 85,488 ​ $ 74,462 ​ $ 11,026 ​ $  -  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Contingent consideration ​ $ 5,000 ​ $  -  ​ $  -  ​ $ 5,000 Derivative instruments - cash flow hedges ​ 476 ​  -  ​ 476 ​  -  Total liabilities ​ $ 5,476 ​ $  -  ​ $ 476 ​ $ 5,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ ​ June 30, ​ Inputs Considered as ​ 2021 Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Exchange traded securities(1) ​ $ 19,963 ​ $ 18,581 ​ $ 1,382 ​ $  -  Certificates of deposit(2) ​ 12,500 ​ 12,500 ​  -  ​  -  Derivative instruments - cash flow hedges ​ 275 ​  -  ​ 275 ​  -  Total assets ​ $ 32,738 ​ $ 31,081 ​ $ 1,657 ​ $  -  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Contingent consideration ​ $ 29,400 ​ $  -  ​ $  -  ​ $ 29,400 Derivative instruments - cash flow hedges ​ 8,376 ​  -  ​ 8,376 ​  -  Total liabilities ​ $ 37,776 ​ $  -  ​ $ 8,376 ​ $ 29,400 64 64 Table of Contents​Fair value measurements of available for sale securitiesAvailable for sale securities excluding warrants are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. The Company's warrant to purchase additional shares at a specified future price was valued using a Black-Scholes model with observable inputs in active markets and therefore was classified as a Level 2 asset.Fair value measurements of derivative instrumentsIn October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's long-term debt described in Note 6 to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on an initial $380 million of notional principal amount. The notional amount decreased by $100 million in October 2020, $80 million in October 2021 and will further decrease by $200 million in October 2022. In June 2020, the Company de-designated $80 million of the notional amount set to expire in October 2020. The net loss associated with the June 2020 de-designated portion of the derivative instrument was not reclassified into earnings based on the amount of probable variable interest payments to occur within a two-month time period of the forecasted hedged transaction. In December 2020, the Company de-designated an additional $80 million of notional amount set to expire in October 2021. The net loss associated with the December 2020 de-designated portion of the derivative instrument was recorded as a loss in other non-operating income related to variable interest debt payments in certain months on a portion of the de-designated derivative that was not expected to occur. The fair value of the designated derivative instrument is $0.5 million and is recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. The fair value of the designated derivative instrument was $7.6 million as of June 30, 2021 and was recorded within other long-term liabilities on the Consolidated Balance Sheet.In May 2021, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap is November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $11.0 million and $0.3 million as of June 30, 2022 and June 30, 2021, respectively, which is recorded within other long-term assets on the Consolidated Balance Sheet.Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they will be recorded within the effective period of the cash flow hedge. The Company reclassified $3.5 million, net of taxes, to interest expense during the fiscal year ended June 30, 2020. The change in the fair value of the de-designated notional hedged amount was not material as of June 30, 2020. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationThe Company has $5.0 million in contingent consideration recorded as of June 30, 2022, which is the fair value of contingent consideration related to the Asuragen acquisition. The Company is required to make contingent consideration payments of up to $105.0 million as part of the acquisition agreement. The contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the 65 Table of Contents Table of Contents Table of Contents ​Fair value measurements of available for sale securitiesAvailable for sale securities excluding warrants are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. The Company's warrant to purchase additional shares at a specified future price was valued using a Black-Scholes model with observable inputs in active markets and therefore was classified as a Level 2 asset.Fair value measurements of derivative instrumentsIn October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's long-term debt described in Note 6 to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on an initial $380 million of notional principal amount. The notional amount decreased by $100 million in October 2020, $80 million in October 2021 and will further decrease by $200 million in October 2022. In June 2020, the Company de-designated $80 million of the notional amount set to expire in October 2020. The net loss associated with the June 2020 de-designated portion of the derivative instrument was not reclassified into earnings based on the amount of probable variable interest payments to occur within a two-month time period of the forecasted hedged transaction. In December 2020, the Company de-designated an additional $80 million of notional amount set to expire in October 2021. The net loss associated with the December 2020 de-designated portion of the derivative instrument was recorded as a loss in other non-operating income related to variable interest debt payments in certain months on a portion of the de-designated derivative that was not expected to occur. The fair value of the designated derivative instrument is $0.5 million and is recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. The fair value of the designated derivative instrument was $7.6 million as of June 30, 2021 and was recorded within other long-term liabilities on the Consolidated Balance Sheet.In May 2021, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap is November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $11.0 million and $0.3 million as of June 30, 2022 and June 30, 2021, respectively, which is recorded within other long-term assets on the Consolidated Balance Sheet.Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they will be recorded within the effective period of the cash flow hedge. The Company reclassified $3.5 million, net of taxes, to interest expense during the fiscal year ended June 30, 2020. The change in the fair value of the de-designated notional hedged amount was not material as of June 30, 2020. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationThe Company has $5.0 million in contingent consideration recorded as of June 30, 2022, which is the fair value of contingent consideration related to the Asuragen acquisition. The Company is required to make contingent consideration payments of up to $105.0 million as part of the acquisition agreement. The contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the ​ Fair value measurements of available for sale securities Available for sale securities excluding warrants are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. The Company's warrant to purchase additional shares at a specified future price was valued using a Black-Scholes model with observable inputs in active markets and therefore was classified as a Level 2 asset. Fair value measurements of derivative instruments In October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's long-term debt described in Note 6 to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on an initial $380 million of notional principal amount. The notional amount decreased by $100 million in October 2020, $80 million in October 2021 and will further decrease by $200 million in October 2022. In June 2020, the Company de-designated $80 million of the notional amount set to expire in October 2020. The net loss associated with the June 2020 de-designated portion of the derivative instrument was not reclassified into earnings based on the amount of probable variable interest payments to occur within a two-month time period of the forecasted hedged transaction. In December 2020, the Company de-designated an additional $80 million of notional amount set to expire in October 2021. The net loss associated with the December 2020 de-designated portion of the derivative instrument was recorded as a loss in other non-operating income related to variable interest debt payments in certain months on a portion of the de-designated derivative that was not expected to occur. The fair value of the designated derivative instrument is $0.5 million and is recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. The fair value of the designated derivative instrument was $7.6 million as of June 30, 2021 and was recorded within other long-term liabilities on the Consolidated Balance Sheet. In May 2021, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap is November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $11.0 million and $0.3 million as of June 30, 2022 and June 30, 2021, respectively, which is recorded within other long-term assets on the Consolidated Balance Sheet. Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they will be recorded within the effective period of the cash flow hedge. The Company reclassified $3.5 million, net of taxes, to interest expense during the fiscal year ended June 30, 2020. The change in the fair value of the de-designated notional hedged amount was not material as of June 30, 2020. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities. Fair value measurements of contingent consideration The Company has $5.0 million in contingent consideration recorded as of June 30, 2022, which is the fair value of contingent consideration related to the Asuragen acquisition. The Company is required to make contingent consideration payments of up to $105.0 million as part of the acquisition agreement. The contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the 65 65 Table of Contentsliabilities for the Asuragen acquisition was $18.3 million, as discussed in Note 4. The fair value amount recorded on the opening balance sheet of the revenue milestone payments was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. As of June 30, 2022, the Company's obligation for potential contingent consideration payments related to the Quad and B-Mogen acquisitions were relieved as the revenue thresholds and product milestones were not achieved or there is a remote likelihood of achievement in the timeframe established within the purchase agreements. As the result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement.During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021.The ultimate settlement of contingent consideration liabilities for the Asuragen acquisition could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​​​​​​June 30, ​2022​2021​​​​​​Fair value at the beginning of period$ 29,400​$ 6,137Purchase price contingent consideration (Note 4)  - ​ 18,300Change in fair value of contingent consideration (20,400)​ 5,300Payments (4,000)​ (337)Fair value at the end of period$ 5,000​$ 29,400​The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​​66 Table of Contents Table of Contents Table of Contents liabilities for the Asuragen acquisition was $18.3 million, as discussed in Note 4. The fair value amount recorded on the opening balance sheet of the revenue milestone payments was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. As of June 30, 2022, the Company's obligation for potential contingent consideration payments related to the Quad and B-Mogen acquisitions were relieved as the revenue thresholds and product milestones were not achieved or there is a remote likelihood of achievement in the timeframe established within the purchase agreements. As the result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement.During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021.The ultimate settlement of contingent consideration liabilities for the Asuragen acquisition could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​​​​​​June 30, ​2022​2021​​​​​​Fair value at the beginning of period$ 29,400​$ 6,137Purchase price contingent consideration (Note 4)  - ​ 18,300Change in fair value of contingent consideration (20,400)​ 5,300Payments (4,000)​ (337)Fair value at the end of period$ 5,000​$ 29,400​The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​​ liabilities for the Asuragen acquisition was $18.3 million, as discussed in Note 4. The fair value amount recorded on the opening balance sheet of the revenue milestone payments was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. As of June 30, 2022, the Company's obligation for potential contingent consideration payments related to the Quad and B-Mogen acquisitions were relieved as the revenue thresholds and product milestones were not achieved or there is a remote likelihood of achievement in the timeframe established within the purchase agreements. As the result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement. During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021. The ultimate settlement of contingent consideration liabilities for the Asuragen acquisition could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ Fair value at the beginning of period $ 29,400 ​ $ 6,137 Purchase price contingent consideration (Note 4)  -  ​ 18,300 Change in fair value of contingent consideration Change in fair value of contingent consideration (20,400) ​ 5,300 Payments (4,000) ​ (337) Fair value at the end of period $ 5,000 ​ $ 29,400 ​ The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio. Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value. Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items. Long-term debt - The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates. ​ ​ 66 66 Table of ContentsNote 6. Debt and Other Financing Arrangements:On August 1, 2018, the Company entered into a new uncollateralized revolving line-of-credit and term loan governed by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $600.0 million, which can be increased by an additional $200.0 million subject to certain conditions, and a term loan of $250.0 million. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the Eurodollar Loans term for which the interest rate is calculated as the sum of LIBOR plus an applicable margin. The applicable margin is determined for the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 12.5 basis points. The Company has recorded $12.5 million of our outstanding borrowings under the Credit Agreement as a current liability in our Consolidated Balance sheet, which represents our required quarterly debt payments to be made in fiscal year 2022.The Credit Agreement matures on August 1, 2023 and contains customary restrictive and financial covenants and customary events of default. At the closing on August 1, 2018 the company borrowed $250.0 million under the term loan and $330.0 million under the revolving credit facility. As of June 30, 2022 and 2021, the outstanding balance under the Credit Agreement was $256 million and $341 million respectively.Note 7. Leases:As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2022, the Company recognized $4.3 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2022, the Company also recognized $14.4 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands):​​​​​​​​​ ​​ As of ​​​​​June 30, ​​Balance Sheet Classification​2022 Operating leases: ​ ​ ​Operating lease right of use assets(1) ​Right of Use Asset​$ 65,556​​​​​​​​​Current operating lease liabilities(1) ​Operating lease liabilities current​$ 11,928​Noncurrent operating lease liabilities(1) ​Operating lease liabilities​ 58,133​Total operating lease liabilities​​​​$ 70,061​​​​​​​​​Weighted average remaining lease term (in years):​ ​​ 7.88​​​​​​​​​Weighted average discount rate:​ ​​ 3.98% 67 Table of Contents Table of Contents Table of Contents Note 6. Debt and Other Financing Arrangements:On August 1, 2018, the Company entered into a new uncollateralized revolving line-of-credit and term loan governed by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $600.0 million, which can be increased by an additional $200.0 million subject to certain conditions, and a term loan of $250.0 million. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the Eurodollar Loans term for which the interest rate is calculated as the sum of LIBOR plus an applicable margin. The applicable margin is determined for the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 12.5 basis points. The Company has recorded $12.5 million of our outstanding borrowings under the Credit Agreement as a current liability in our Consolidated Balance sheet, which represents our required quarterly debt payments to be made in fiscal year 2022.The Credit Agreement matures on August 1, 2023 and contains customary restrictive and financial covenants and customary events of default. At the closing on August 1, 2018 the company borrowed $250.0 million under the term loan and $330.0 million under the revolving credit facility. As of June 30, 2022 and 2021, the outstanding balance under the Credit Agreement was $256 million and $341 million respectively.Note 7. Leases:As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2022, the Company recognized $4.3 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2022, the Company also recognized $14.4 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands):​​​​​​​​​ ​​ As of ​​​​​June 30, ​​Balance Sheet Classification​2022 Operating leases: ​ ​ ​Operating lease right of use assets(1) ​Right of Use Asset​$ 65,556​​​​​​​​​Current operating lease liabilities(1) ​Operating lease liabilities current​$ 11,928​Noncurrent operating lease liabilities(1) ​Operating lease liabilities​ 58,133​Total operating lease liabilities​​​​$ 70,061​​​​​​​​​Weighted average remaining lease term (in years):​ ​​ 7.88​​​​​​​​​Weighted average discount rate:​ ​​ 3.98%

**Current (2023):**

The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. 65 65 Table of ContentsThe following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​ Total ​​​​​​​​​​carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​​2023​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 23,739​$ 23,739​$  - ​$  - Derivative instruments - cash flow hedges(3)​ 16,857​  - ​ 16,857​  - Total assets​$ 40,596​$ 23,739​$ 16,857​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 3,500​$  - ​$  - ​$ 3,500Total liabilities​$ 3,500​$  - ​$  - ​$ 3,500​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2022 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$  - ​$  - Certificates of deposit(2)​ 14,500​ 14,500​  - ​  - Derivative instruments - cash flow hedges(3)​ 11,026​  - ​ 11,026​  - Total assets​$ 85,488​$ 74,462​$ 11,026​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$  - ​$  - ​$ 5,000Derivative instruments - cash flow hedges(3)​ 476​  - ​ 476​  - Total liabilities​$ 5,476​$  - ​$ 476​$ 5,000(1)Included in available-for-sale investments on the balance sheet. The cost basis of these exchange traded investment grade bond funds as of both June 30, 2023 and June 30, 2022 was $25.0 million. The fair value of these exchange traded investment grade bond funds as of June 30, 2023, and June 30, 2022, was $23.7 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company's available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively. (2)Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year.(3)Derivative assets are included in other assets on the balance sheet as of June 30, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet. ​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. 66 Table of Contents Table of Contents Table of Contents The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​ Total ​​​​​​​​​​carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​​2023​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 23,739​$ 23,739​$  - ​$  - Derivative instruments - cash flow hedges(3)​ 16,857​  - ​ 16,857​  - Total assets​$ 40,596​$ 23,739​$ 16,857​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 3,500​$  - ​$  - ​$ 3,500Total liabilities​$ 3,500​$  - ​$  - ​$ 3,500​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2022 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$  - ​$  - Certificates of deposit(2)​ 14,500​ 14,500​  - ​  - Derivative instruments - cash flow hedges(3)​ 11,026​  - ​ 11,026​  - Total assets​$ 85,488​$ 74,462​$ 11,026​$  - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$  - ​$  - ​$ 5,000Derivative instruments - cash flow hedges(3)​ 476​  - ​ 476​  - Total liabilities​$ 5,476​$  - ​$ 476​$ 5,000(1)Included in available-for-sale investments on the balance sheet. The cost basis of these exchange traded investment grade bond funds as of both June 30, 2023 and June 30, 2022 was $25.0 million. The fair value of these exchange traded investment grade bond funds as of June 30, 2023, and June 30, 2022, was $23.7 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company's available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively. (2)Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year.(3)Derivative assets are included in other assets on the balance sheet as of June 30, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet. ​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ ​ June 30, ​ Inputs Considered as ​ ​ 2023 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Exchange traded securities(1) ​ $ 23,739 ​ $ 23,739 ​ $  -  ​ $  -  Derivative instruments - cash flow hedges(3) ​ 16,857 ​  -  ​ 16,857 ​  -  Total assets ​ $ 40,596 ​ $ 23,739 ​ $ 16,857 ​ $  -  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Contingent consideration ​ $ 3,500 ​ $  -  ​ $  -  ​ $ 3,500 Total liabilities ​ $ 3,500 ​ $  -  ​ $  -  ​ $ 3,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ ​ June 30, ​ Inputs Considered as ​ 2022 Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Exchange traded securities(1) ​ $ 59,962 ​ $ 59,962 ​ $  -  ​ $  -  Certificates of deposit(2) ​ 14,500 ​ 14,500 ​  -  ​  -  Derivative instruments - cash flow hedges(3) ​ 11,026 ​  -  ​ 11,026 ​  -  Total assets ​ $ 85,488 ​ $ 74,462 ​ $ 11,026 ​ $  -  ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Contingent consideration ​ $ 5,000 ​ $  -  ​ $  -  ​ $ 5,000 Derivative instruments - cash flow hedges(3) ​ 476 ​  -  ​ 476 ​  -  Total liabilities ​ $ 5,476 ​ $  -  ​ $ 476 ​ $ 5,000 ​ Fair value measurements of available for sale securities Available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. 66 66 Table of ContentsFair value measurements of derivative instrumentsIn October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet.In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet.Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationThe Company has $3.5 million in contingent consideration recorded as of June 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022.67 Table of Contents Table of Contents Table of Contents Fair value measurements of derivative instrumentsIn October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet.In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet.Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationThe Company has $3.5 million in contingent consideration recorded as of June 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022. Fair value measurements of derivative instruments In October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet. In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet. Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities. Fair value measurements of contingent consideration The Company has $3.5 million in contingent consideration recorded as of June 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022. 67 67 Table of ContentsThe Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million.As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022.During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021.The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​June 30, ​​2023​2022​​​​​​​Fair value at the beginning of period​$ 5,000​$ 29,400Purchase price contingent consideration (Note 4)​ 10,600​  - Change in fair value of contingent consideration​ (12,100)​ (20,400)Payments​  - ​ (4,000)Fair value at the end of period​$ 3,500​$ 5,000​The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​Note 6. Debt and Other Financing Arrangements:On August 31, 2022, the Company entered into an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the revolving line-of-credit and term loan (the prior Credit Agreement), which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain 68 Table of Contents Table of Contents Table of Contents The Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million.As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022.During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021.The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​June 30, ​​2023​2022​​​​​​​Fair value at the beginning of period​$ 5,000​$ 29,400Purchase price contingent consideration (Note 4)​ 10,600​  - Change in fair value of contingent consideration​ (12,100)​ (20,400)Payments​  - ​ (4,000)Fair value at the end of period​$ 3,500​$ 5,000​The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​Note 6. Debt and Other Financing Arrangements:On August 31, 2022, the Company entered into an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the revolving line-of-credit and term loan (the prior Credit Agreement), which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain The Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million. As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022. During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021. The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Fair value at the beginning of period ​ $ 5,000 ​ $ 29,400 Purchase price contingent consideration (Note 4) ​ 10,600 ​  -  Change in fair value of contingent consideration Change in fair value of contingent consideration ​ (12,100) ​ (20,400) Payments ​  -  ​ (4,000) Fair value at the end of period ​ $ 3,500 ​ $ 5,000 ​ The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio. Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value. Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items. Long-term debt - The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates. ​

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## Modified: Holders of Common Stock and Dividends Paid

**Key changes:**

- Reworded sentence: "As of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record."
- Reworded sentence: "On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions."

**Prior (2022):**

As of August 19, 2022, there were over 121,000 beneficial shareholders of the Company's common stock and over 148 shareholders of record. The Company paid annual cash dividends totaling $50.2 million, $49.6 million, and $48.9 million in fiscal 2022, 2021, and 2020, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million. The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.

**Current (2023):**

As of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record. The Company paid annual cash dividends totaling $50.3 million, $50.2 million, and $49.6 million in fiscal 2023, 2022, and 2021, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 1, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.

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## Modified: Recently Adopted Accounting Pronouncements

**Key changes:**

- Removed sentence: "In August 2018, the FASB issued ASU No."
- Removed sentence: "2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract."
- Removed sentence: "The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software."
- Removed sentence: "The accounting for the service element of a hosting arrangement that is a service contract is not affected by the new standard."
- Removed sentence: "The Company adopted this standard on a prospective basis on July 1, 2020."

**Prior (2022):**

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendment in this update replaced the previous incurred loss impairment methodology with a methodology that reflects expected credit losses on financial instruments within its scope, including trade and loan receivables and available-for-sale debt securities. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The Company adopted this standard on July 1, 2020 using a modified retrospective transition approach with a cumulative impact of $0.3 million to retained earnings. The adoption of this ASU did not have a material impact on the Company's financial statements as the Company's primary financial instruments impacted by the ASU were trade accounts receivable, where we have high historical and expected future collections due to the length of receivables and the credit quality of our customers. In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by the new standard. The Company adopted this standard on a prospective basis on July 1, 2020. Accordingly, as of July 1, 2020, the Company records eligible costs to be capitalized within prepaid assets or other non-current assets depending on the nature of the duration of the asset. In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. These ASUs provide expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including LIBOR which is being phased out in 2021, to a new reference rate. The provisions of the ASUs impact contract modifications and other changes that occur while LIBOR is phased out. The Company adopted the optional relief guidance provided within these ASUs in the fourth quarter of fiscal 2021 and continues to monitor its debt and derivative instruments that utilize LIBOR as the reference rate. The adoption of the standard did not impact our financial results for fiscal 2022.

**Current (2023):**

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendment in this update replaced the previous incurred loss impairment methodology with a methodology that reflects expected credit losses on financial instruments within its scope, including trade and loan receivables and available-for-sale debt securities. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The Company adopted this standard on July 1, 2020 using a modified retrospective transition approach with a cumulative impact of $0.3 million to retained earnings. The adoption of this ASU did not have a material impact on the Company's financial statements as the Company's primary financial instruments impacted by the ASU were trade accounts receivable, where we have high historical and expected future collections due to the length of receivables and the credit quality of our customers. In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. These ASUs provide expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including LIBOR which was phased out in 2021, to a new reference rate. The provisions of the ASUs impact contract modifications and other changes that occur while LIBOR is phased out. The Company adopted the optional relief guidance provided within these ASUs in the fourth quarter of fiscal 2021. The Company's current debt and derivative instruments utilize SOFR as the reference rate. The adoption of the standard did not impact our financial results for fiscal 2022 or fiscal 2023.

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## Modified: Stock Performance Graph

**Key changes:**

- Reworded sentence: "The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index."
- Reworded sentence: "The Company became part of the S&P 500 Index during fiscal 2022."
- Reworded sentence: "As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones."
- Reworded sentence: "As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones."

**Prior (2022):**

The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index, the S&P 500 Life Sciences Tools and Services Index, the S&P Midcap 400 Index and the S&P 400 MidCap Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The 30 30 Table of ContentsCompany became part of the S&P 500 Index during fiscal 2022. The S&P 400 Index was included for comparative purposes to the prior year Form 10-K. ​​​​​​​​31 Table of Contents Table of Contents Table of Contents Company became part of the S&P 500 Index during fiscal 2022. The S&P 400 Index was included for comparative purposes to the prior year Form 10-K. ​​​​​​​​ Company became part of the S&P 500 Index during fiscal 2022. The S&P 400 Index was included for comparative purposes to the prior year Form 10-K. ​ ​ ​ ​ ​ ​ ​ ​ 31 31 Table of ContentsITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. The Company did not make any acquisitions in fiscal year 2022. As disclosed in Note 1, the Company made a $25 million investment in a forward contract, which allows the Company to acquire Wilson Wolf based on certain revenue or EBITDA thresholds being met. As further disclosed in Note 13, the Company closed on the acquisition of Namocell, Inc on July 1, 2022. OVERALL RESULTSOperational UpdateFor fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy.​Consolidated earnings, including non-controlling interest, increased 88% compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, 32 Table of Contents Table of Contents Table of Contents ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. The Company did not make any acquisitions in fiscal year 2022. As disclosed in Note 1, the Company made a $25 million investment in a forward contract, which allows the Company to acquire Wilson Wolf based on certain revenue or EBITDA thresholds being met. As further disclosed in Note 13, the Company closed on the acquisition of Namocell, Inc on July 1, 2022. OVERALL RESULTSOperational UpdateFor fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy.​Consolidated earnings, including non-controlling interest, increased 88% compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, ITEM 6. SELECTED FINANCIAL DATA RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

**Current (2023):**

The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ 31 31 Table of Contents​​​​32 Table of Contents Table of Contents Table of Contents ​​​​ ​ ​ ​ ​ 32 32 Table of ContentsITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones. We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023. OVERALL RESULTSOperational UpdateFor fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments.​Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence). After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to 33 Table of Contents Table of Contents Table of Contents ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones. We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023. OVERALL RESULTSOperational UpdateFor fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments.​Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence). After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to ITEM 6. SELECTED FINANCIAL DATA RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

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## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ 2023 2022 2021 Protein Sciences ​ $ 845,747 ​ $ 832,311 ​ $ 704,564 Diagnostics and Genomics ​ 292,602 ​ 274,843 ​ 227,744 Intersegment ​ (1,647) ​ (1,555) ​ (1,276) Consolidated net sales ​ $ 1,136,702 ​ $ 1,105,599 ​ $ 931,032 ​ In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022."
- Reworded sentence: "​ Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021."
- Reworded sentence: "​ Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth."
- Reworded sentence: "​ 35 35 Table of ContentsGross MarginsConsolidated gross margins were 67.7%, 68.4%, and 68.0% in fiscal 2023, 2022, and 2021."
- Reworded sentence: "Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2023 2022 2021 ​​​​​​​​Protein Sciences 75.3% 75.5% 76.0%Diagnostics and Genomics 61.2% 63.1% 60.5%​The change in the Protein Sciences segment's gross margin percentage for fiscal 2023 as compared to fiscal 2022 and 2021 was primarily attributable to mix of product sales within the segment.The change in the Diagnostics and Genomics segment's gross margin is related to fiscal 2022 revenue related to the ExoTru kidney transplant rejection agreement that did not occur in fiscal 2023 nor fiscal 2021."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Cash Flows From Operating Activities

**Key changes:**

- Reworded sentence: "The Company generated cash from operations of $254.4 million, $325.3 million, and $352.2 million in fiscal 2023, 2022, and 2021 respectively."
- Removed sentence: "The increase in cash generated from operating activities in fiscal 2021 as compared to fiscal 2020 was mainly a result of an increase in year over year operating income of $79.9 million and a $29.3 million benefit to operating cash from year-over-year changes in operating assets and liabilities as well as a non-cash stock-based compensation expense of $16.6 million."

**Prior (2022):**

The Company generated cash from operations of $325.3 million, $352.2 million, and $205.2 million in fiscal 2022, 2021, and 2020 respectively. The decrease in cash generated from operating activities in fiscal 2022 as compared to fiscal 2021 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities, largely offset by an increase in year over year net earnings. The increase in cash generated from operating activities in fiscal 2021 as compared to fiscal 2020 was mainly a result of an increase in year over year operating income of $79.9 million and a $29.3 million benefit to operating cash from year-over-year changes in operating assets and liabilities as well as a non-cash stock-based compensation expense of $16.6 million.

**Current (2023):**

The Company generated cash from operations of $254.4 million, $325.3 million, and $352.2 million in fiscal 2023, 2022, and 2021 respectively. The decrease in cash generated from operating activities in fiscal 2023 as compared to fiscal 2022 was mainly a result of changes in net earnings and changes in the timing of cash payments on certain operating assets and liabilities. The decrease in cash generated from operating activities in fiscal 2022 as compared to fiscal 2021 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities, largely offset by an increase in year over year net earnings.

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## Modified: Net Interest Income / (Expense)

**Key changes:**

- Reworded sentence: "Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively."
- Reworded sentence: "On August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.Income TaxesIncome taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes."
- Reworded sentence: "​38 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Foreign currency gains (losses)​$ 676​$ 699​$ (6,650)Rental income​ 426​ 599​ 1,036Real estate taxes, depreciation and utilities​ (1,810)​ (2,035)​ (1,845)Gain (loss) on investment​ 49,328​ 15,186​ (68,047)Gain (loss) on equity method investment​​ (1,143)​​  - ​​  - Miscellaneous (expense) income​ 43​ 862​ (136)Other non-operating income (expense), net​$ 47,520​$ 15,311​$ (75,642)​During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc."
- Reworded sentence: "On August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.Income TaxesIncome taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes."
- Removed sentence: "The Company's discrete tax benefits in fiscal 2020 primarily related to share-based compensation excess tax benefits of $17.7 million."

**Prior (2022):**

Net interest income/(expense) for fiscal 2022, 2021, and 2020 was ($10.5) million, $(13.5) million, and $(18.6) million, respectively. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative. Net interest expense in fiscal 2021 decreased when compared to fiscal 2020 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative. ​ 36 36 Table of ContentsOther Non-Operating Expense, NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2022​2021​2020​​​​​​​​​​Foreign currency gains (losses)​$ 699​$ (6,650)​$ 1,703Rental income​ 599​ 1,036​ 1,140Real estate taxes, depreciation and utilities​ (2,035)​ (1,845)​ (1,915)Gain (loss) on investment​ 15,186​ (68,047)​ 137,508Miscellaneous (expense) income​ 862​ (136)​ (786)Other non-operating income (expense), net​$ 15,311​$ (75,642)​$ 137,650​During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. As described in Note 13, on August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment.During fiscal 2020, the Company recognized gains of $137.5 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment.Income TaxesIncome taxes for fiscal 2022, 2021, and 2020 were at effective rates of 12.7%, 5.8%, and 17.1%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2022 compared to fiscal 2021 was driven by a mix of increased net income and the dilutive effect the increased net income has on the favorable rate benefits, which are mainly related to share-based compensation. The Company had share-based compensation excess tax benefits of $29.3 million in fiscal 2022. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. The Company's discrete tax benefits in fiscal 2020 primarily related to share-based compensation excess tax benefits of $17.7 million. ​37 Table of Contents Table of Contents Table of Contents Other Non-Operating Expense, NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2022​2021​2020​​​​​​​​​​Foreign currency gains (losses)​$ 699​$ (6,650)​$ 1,703Rental income​ 599​ 1,036​ 1,140Real estate taxes, depreciation and utilities​ (2,035)​ (1,845)​ (1,915)Gain (loss) on investment​ 15,186​ (68,047)​ 137,508Miscellaneous (expense) income​ 862​ (136)​ (786)Other non-operating income (expense), net​$ 15,311​$ (75,642)​$ 137,650​During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. As described in Note 13, on August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment.During fiscal 2020, the Company recognized gains of $137.5 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment.Income TaxesIncome taxes for fiscal 2022, 2021, and 2020 were at effective rates of 12.7%, 5.8%, and 17.1%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2022 compared to fiscal 2021 was driven by a mix of increased net income and the dilutive effect the increased net income has on the favorable rate benefits, which are mainly related to share-based compensation. The Company had share-based compensation excess tax benefits of $29.3 million in fiscal 2022. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. The Company's discrete tax benefits in fiscal 2020 primarily related to share-based compensation excess tax benefits of $17.7 million. ​

**Current (2023):**

Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5. 37 37 Table of ContentsOther Non-Operating Income / (Expense), NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Foreign currency gains (losses)​$ 676​$ 699​$ (6,650)Rental income​ 426​ 599​ 1,036Real estate taxes, depreciation and utilities​ (1,810)​ (2,035)​ (1,845)Gain (loss) on investment​ 49,328​ 15,186​ (68,047)Gain (loss) on equity method investment​​ (1,143)​​  - ​​  - Miscellaneous (expense) income​ 43​ 862​ (136)Other non-operating income (expense), net​$ 47,520​$ 15,311​$ (75,642)​During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.Income TaxesIncome taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price. The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. ​38 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Foreign currency gains (losses)​$ 676​$ 699​$ (6,650)Rental income​ 426​ 599​ 1,036Real estate taxes, depreciation and utilities​ (1,810)​ (2,035)​ (1,845)Gain (loss) on investment​ 49,328​ 15,186​ (68,047)Gain (loss) on equity method investment​​ (1,143)​​  - ​​  - Miscellaneous (expense) income​ 43​ 862​ (136)Other non-operating income (expense), net​$ 47,520​$ 15,311​$ (75,642)​During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.Income TaxesIncome taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price. The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. ​

---

## Modified: Square Feet

**Key changes:**

- Reworded sentence: "​ ​ ​ ​ ​ ​ ​ Bio-Techne Ltd Langley, United Kingdom Warehouse 12,000 Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000 PrimeGene Shanghai, China Office/manufacturing/lab 79,900 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd."
- Reworded sentence: "Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022."
- Reworded sentence: "The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan."
- Reworded sentence: "The Company became part of the S&P 500 Index during fiscal 2022."
- Reworded sentence: "Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022."

**Prior (2022):**

​ ​ ​ ​ ​ ​ ​ Bio-Techne Ltd Langley, United Kingdom Warehouse 14,300 Bio-Techne China Shanghai and Beijing, China Office/warehouse 25,500 Boston Biochem Cambridge, Massachusetts Office/lab 7,400 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000 PrimeGene Shanghai, China Office/manufacturing/lab 20,600 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 29,400 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800 CyVek Wallingford, Connecticut Office/manufacturing/warehouse 17,500 Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900 Bio-Techne France Rennes, France Office/warehouse 11,000 Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400 R&D Systems Minneapolis, Minnesota Office/manufacturing/warehouse 10,700 Asuragen Austin, Texas Office/manufacturing/warehouse 47,400 Bio-Techne Ireland ​ Dublin, Ireland ​ Warehouse ​ 25,000 ​ The Company entered into a definitive agreement in November 2021 for a 74,000 square foot facility in Centennial, Colorado for the next 12.5 years with annual rental impact of $0.9 million. Construction is underway and once complete, 29 29 Table of Contentsthe commencement of the lease will occur, which is expected to be in the first half of fiscal 2023. The facility replaces a current leased facility in the same location that will terminate upon completion of construction of the new facility. The Company believes the owned and leased properties, inclusive of the leased property in Colorado, are adequate to meet its occupancy needs in the foreseeable future.ITEM 3. LEGAL PROCEEDINGSAs of August 19, 2022, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Holders of Common Stock and Dividends PaidAs of August 19, 2022, there were over 121,000 beneficial shareholders of the Company's common stock and over 148 shareholders of record. The Company paid annual cash dividends totaling $50.2 million, $49.6 million, and $48.9 million in fiscal 2022, 2021, and 2020, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million. The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.Issuer Purchases of Equity SecuritiesDuring the years ended June 30, 2022 and June 30, 2021, the Company repurchased 394,238 shares of its common stock at an average share price of $408.26 and 120,000 shares at an average share price of $359.82, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 89,238 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 305,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. As of June 30, 2022, the Company had $280.3 million available to repurchase under our existing plan.Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index, the S&P 500 Life Sciences Tools and Services Index, the S&P Midcap 400 Index and the S&P 400 MidCap Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The 30 Table of Contents Table of Contents Table of Contents the commencement of the lease will occur, which is expected to be in the first half of fiscal 2023. The facility replaces a current leased facility in the same location that will terminate upon completion of construction of the new facility. The Company believes the owned and leased properties, inclusive of the leased property in Colorado, are adequate to meet its occupancy needs in the foreseeable future.ITEM 3. LEGAL PROCEEDINGSAs of August 19, 2022, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Holders of Common Stock and Dividends PaidAs of August 19, 2022, there were over 121,000 beneficial shareholders of the Company's common stock and over 148 shareholders of record. The Company paid annual cash dividends totaling $50.2 million, $49.6 million, and $48.9 million in fiscal 2022, 2021, and 2020, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million. The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.Issuer Purchases of Equity SecuritiesDuring the years ended June 30, 2022 and June 30, 2021, the Company repurchased 394,238 shares of its common stock at an average share price of $408.26 and 120,000 shares at an average share price of $359.82, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 89,238 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 305,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. As of June 30, 2022, the Company had $280.3 million available to repurchase under our existing plan.Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index, the S&P 500 Life Sciences Tools and Services Index, the S&P Midcap 400 Index and the S&P 400 MidCap Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The the commencement of the lease will occur, which is expected to be in the first half of fiscal 2023. The facility replaces a current leased facility in the same location that will terminate upon completion of construction of the new facility. The Company believes the owned and leased properties, inclusive of the leased property in Colorado, are adequate to meet its occupancy needs in the foreseeable future. ITEM 3. LEGAL PROCEEDINGS As of August 19, 2022, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER

**Current (2023):**

​ ​ ​ ​ ​ ​ ​ Bio-Techne Ltd Langley, United Kingdom Warehouse 12,000 Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000 PrimeGene Shanghai, China Office/manufacturing/lab 79,900 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800 CyVek Wallingford, Connecticut Office/manufacturing/warehouse 22,700 Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900 Bio-Techne France Rennes, France Office/warehouse 11,000 Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400 R&D Systems Minneapolis, Minnesota Office/manufacturing/warehouse 10,700 Asuragen Austin, Texas Office/manufacturing/warehouse 47,400 Bio-Techne Ireland ​ Dublin, Ireland ​ Warehouse ​ 25,000 ​ ITEM 3. LEGAL PROCEEDINGS As of August 18, 2023, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows. 30 30 Table of ContentsITEM 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022. See Note 1 for details. Holders of Common Stock and Dividends PaidAs of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record. The Company paid annual cash dividends totaling $50.3 million, $50.2 million, and $49.6 million in fiscal 2023, 2022, and 2021, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 1, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.Issuer Purchases of Equity SecuritiesDuring the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan. As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan.Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​31 Table of Contents Table of Contents Table of Contents ITEM 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022. See Note 1 for details. Holders of Common Stock and Dividends PaidAs of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record. The Company paid annual cash dividends totaling $50.3 million, $50.2 million, and $49.6 million in fiscal 2023, 2022, and 2021, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 1, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.Issuer Purchases of Equity SecuritiesDuring the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan. As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan.Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER

---

## Modified: Income Taxes

**Key changes:**

- Reworded sentence: "Income taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes."
- Reworded sentence: "​ 38 38 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​ ​​​​​​​​​ ​​​Year Ended June 30, ​​​​2023​2022​2021 ​​​​​​​​​​​​Net earnings before taxes - GAAP​​$ 338,659​$ 301,386​$ 148,175​Identified adjustments attributable to Bio-Techne:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​​ 400​ 1,596​ 1,565​Amortization of intangibles​​ 76,413​ 73,054​ 64,239​Amortization of Wilson Wolf intangible assets and acquired inventory ​​​ 2,805​​  - ​​  - ​Acquisition related expenses and other​​ (9,147)​ (18,694)​ 7,489​Eminence impairment​​​  - ​ 18,715​​  - ​Gain on sale of partially-owned consolidated subsidiaries​​​ (11,682)​​  - ​​  - ​Stock based compensation, inclusive of employer taxes​​ 41,217​ 46,401​ 51,846​Restructuring costs​​ 3,829​ 1,640​ 142​Investment (gain) loss and other non-operating​​ (37,646)​ (16,171)​ 68,391​Impact of partially-owned subsidiaries(1)​​ (420)​ 2,675​ 1,390​Net earnings before taxes - Adjusted​​$ 404,428​$ 410,602​$ 343,237​​​​​​​​​​​​​Non-GAAP tax rate​​ 20.5% 21.2% 20.2%Non-GAAP tax expense​​$ 82,948​$ 87,090​$ 69,478​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)​​$ 321,480​$ 323,512​$ 273,759​Earnings per share - diluted - Adjusted(2)​​$ 1.99​$ 1.97​$ 1.69​​(1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022."
- Reworded sentence: "The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2023, 2022, and 2021.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2023​2022​2021 ​​​​​​​GAAP effective tax rate 15.7% 12.7% 5.8%Discrete items 3.4 11.3 19.0​Impact of non-taxable net gain 0.7​  - ​  - ​Long-term GAAP tax rate 19.8% 24.0% 24.8%​​​​​​​Rate impact items ​Stock based compensation (1.4)​ (1.9)​ (5.7)​Other 2.1 (0.9) 1.1​Total rate impact items 0.7% (2.8)% (4.6)%Non-GAAP adjusted tax rate 20.5% 21.2% 20.2%​39 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​ ​​​​​​​​​ ​​​Year Ended June 30, ​​​​2023​2022​2021 ​​​​​​​​​​​​Net earnings before taxes - GAAP​​$ 338,659​$ 301,386​$ 148,175​Identified adjustments attributable to Bio-Techne:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​​ 400​ 1,596​ 1,565​Amortization of intangibles​​ 76,413​ 73,054​ 64,239​Amortization of Wilson Wolf intangible assets and acquired inventory ​​​ 2,805​​  - ​​  - ​Acquisition related expenses and other​​ (9,147)​ (18,694)​ 7,489​Eminence impairment​​​  - ​ 18,715​​  - ​Gain on sale of partially-owned consolidated subsidiaries​​​ (11,682)​​  - ​​  - ​Stock based compensation, inclusive of employer taxes​​ 41,217​ 46,401​ 51,846​Restructuring costs​​ 3,829​ 1,640​ 142​Investment (gain) loss and other non-operating​​ (37,646)​ (16,171)​ 68,391​Impact of partially-owned subsidiaries(1)​​ (420)​ 2,675​ 1,390​Net earnings before taxes - Adjusted​​$ 404,428​$ 410,602​$ 343,237​​​​​​​​​​​​​Non-GAAP tax rate​​ 20.5% 21.2% 20.2%Non-GAAP tax expense​​$ 82,948​$ 87,090​$ 69,478​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)​​$ 321,480​$ 323,512​$ 273,759​Earnings per share - diluted - Adjusted(2)​​$ 1.99​$ 1.97​$ 1.69​​(1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022."
- Reworded sentence: "The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2023, 2022, and 2021.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2023​2022​2021 ​​​​​​​GAAP effective tax rate 15.7% 12.7% 5.8%Discrete items 3.4 11.3 19.0​Impact of non-taxable net gain 0.7​  - ​  - ​Long-term GAAP tax rate 19.8% 24.0% 24.8%​​​​​​​Rate impact items ​Stock based compensation (1.4)​ (1.9)​ (5.7)​Other 2.1 (0.9) 1.1​Total rate impact items 0.7% (2.8)% (4.6)%Non-GAAP adjusted tax rate 20.5% 21.2% 20.2%​"

**Prior (2022):**

Income taxes for fiscal 2022, 2021, and 2020 were at effective rates of 12.7%, 5.8%, and 17.1%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2022 compared to fiscal 2021 was driven by a mix of increased net income and the dilutive effect the increased net income has on the favorable rate benefits, which are mainly related to share-based compensation. The Company had share-based compensation excess tax benefits of $29.3 million in fiscal 2022. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. The Company's discrete tax benefits in fiscal 2020 primarily related to share-based compensation excess tax benefits of $17.7 million. ​ 37 37 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​ ​Year Ended June 30, ​​2022​2021​2020 ​​​​​​​​​​Net earnings before taxes - GAAP$ 301,386​$ 148,175​$ 276,477​Identified adjustments attributable to Bio-Techne: ​​ ​​ ​Costs recognized upon sale of acquired inventory 1,596​ 1,565​  - ​Amortization of intangibles 73,054​ 64,239​ 60,865​Acquisition related expenses (18,694)​ 7,489​ 793​Gain on escrow settlement  - ​  - ​ (7,170)​Eminence impairment​ 18,715​​  - ​​​​Stock based compensation, inclusive of employer taxes 46,401​ 51,846​ 34,262​Restructuring costs 1,640​ 142​ 87​Investment (gain) loss and other (16,171)​ 68,391​ (136,716)​Impact of partially owned subsidiaries(1) 2,675​ 1,390​  - ​Earnings before taxes - Adjusted$ 410,602​$ 343,237​$ 228,598​​​​​​​​​​​Non-GAAP tax rate 21.2% 20.2% 21.6%Non-GAAP tax expense 87,090​ 69,478​ 49,280​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)$ 323,512​ 273,759​ 179,318​Earnings per share - diluted - Adjusted 7.89​ 6.76​ 4.55​​(1)Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.​Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2022, 2021, and 2020.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2022​2021​2020 ​​​​​​​GAAP effective tax rate 12.7% 5.8% 17.1%Discrete items 11.3 19.0 7.0​Long-term GAAP tax rate 24.0% 24.8% 24.1​​​​​​​​Rate impact items ​Stock based compensation (1.9)% (5.7)% (2.4)%Acquisition costs (0.0) (0.2) 0.4​Change in fair value of investments (0.1) 0.5 (0.4)​Other (0.8) 0.8 (0.1)​Total rate impact items (2.8)% (4.6)% (2.5)%Non-GAAP adjusted tax rate(1) 21.2% 20.2% 21.6%​Refer to Note 11 for additional discussion relating to the change in discrete tax items between fiscal 2022 and fiscal 2021.38 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​ ​Year Ended June 30, ​​2022​2021​2020 ​​​​​​​​​​Net earnings before taxes - GAAP$ 301,386​$ 148,175​$ 276,477​Identified adjustments attributable to Bio-Techne: ​​ ​​ ​Costs recognized upon sale of acquired inventory 1,596​ 1,565​  - ​Amortization of intangibles 73,054​ 64,239​ 60,865​Acquisition related expenses (18,694)​ 7,489​ 793​Gain on escrow settlement  - ​  - ​ (7,170)​Eminence impairment​ 18,715​​  - ​​​​Stock based compensation, inclusive of employer taxes 46,401​ 51,846​ 34,262​Restructuring costs 1,640​ 142​ 87​Investment (gain) loss and other (16,171)​ 68,391​ (136,716)​Impact of partially owned subsidiaries(1) 2,675​ 1,390​  - ​Earnings before taxes - Adjusted$ 410,602​$ 343,237​$ 228,598​​​​​​​​​​​Non-GAAP tax rate 21.2% 20.2% 21.6%Non-GAAP tax expense 87,090​ 69,478​ 49,280​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)$ 323,512​ 273,759​ 179,318​Earnings per share - diluted - Adjusted 7.89​ 6.76​ 4.55​​(1)Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.​Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2022, 2021, and 2020.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2022​2021​2020 ​​​​​​​GAAP effective tax rate 12.7% 5.8% 17.1%Discrete items 11.3 19.0 7.0​Long-term GAAP tax rate 24.0% 24.8% 24.1​​​​​​​​Rate impact items ​Stock based compensation (1.9)% (5.7)% (2.4)%Acquisition costs (0.0) (0.2) 0.4​Change in fair value of investments (0.1) 0.5 (0.4)​Other (0.8) 0.8 (0.1)​Total rate impact items (2.8)% (4.6)% (2.5)%Non-GAAP adjusted tax rate(1) 21.2% 20.2% 21.6%​Refer to Note 11 for additional discussion relating to the change in discrete tax items between fiscal 2022 and fiscal 2021.

**Current (2023):**

Income taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price. The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. ​ 38 38 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​ ​​​​​​​​​ ​​​Year Ended June 30, ​​​​2023​2022​2021 ​​​​​​​​​​​​Net earnings before taxes - GAAP​​$ 338,659​$ 301,386​$ 148,175​Identified adjustments attributable to Bio-Techne:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​​ 400​ 1,596​ 1,565​Amortization of intangibles​​ 76,413​ 73,054​ 64,239​Amortization of Wilson Wolf intangible assets and acquired inventory ​​​ 2,805​​  - ​​  - ​Acquisition related expenses and other​​ (9,147)​ (18,694)​ 7,489​Eminence impairment​​​  - ​ 18,715​​  - ​Gain on sale of partially-owned consolidated subsidiaries​​​ (11,682)​​  - ​​  - ​Stock based compensation, inclusive of employer taxes​​ 41,217​ 46,401​ 51,846​Restructuring costs​​ 3,829​ 1,640​ 142​Investment (gain) loss and other non-operating​​ (37,646)​ (16,171)​ 68,391​Impact of partially-owned subsidiaries(1)​​ (420)​ 2,675​ 1,390​Net earnings before taxes - Adjusted​​$ 404,428​$ 410,602​$ 343,237​​​​​​​​​​​​​Non-GAAP tax rate​​ 20.5% 21.2% 20.2%Non-GAAP tax expense​​$ 82,948​$ 87,090​$ 69,478​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)​​$ 321,480​$ 323,512​$ 273,759​Earnings per share - diluted - Adjusted(2)​​$ 1.99​$ 1.97​$ 1.69​​(1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022. Refer to Note 1 for details.​Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2023, 2022, and 2021.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2023​2022​2021 ​​​​​​​GAAP effective tax rate 15.7% 12.7% 5.8%Discrete items 3.4 11.3 19.0​Impact of non-taxable net gain 0.7​  - ​  - ​Long-term GAAP tax rate 19.8% 24.0% 24.8%​​​​​​​Rate impact items ​Stock based compensation (1.4)​ (1.9)​ (5.7)​Other 2.1 (0.9) 1.1​Total rate impact items 0.7% (2.8)% (4.6)%Non-GAAP adjusted tax rate 20.5% 21.2% 20.2%​39 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​ ​​​​​​​​​ ​​​Year Ended June 30, ​​​​2023​2022​2021 ​​​​​​​​​​​​Net earnings before taxes - GAAP​​$ 338,659​$ 301,386​$ 148,175​Identified adjustments attributable to Bio-Techne:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​​ 400​ 1,596​ 1,565​Amortization of intangibles​​ 76,413​ 73,054​ 64,239​Amortization of Wilson Wolf intangible assets and acquired inventory ​​​ 2,805​​  - ​​  - ​Acquisition related expenses and other​​ (9,147)​ (18,694)​ 7,489​Eminence impairment​​​  - ​ 18,715​​  - ​Gain on sale of partially-owned consolidated subsidiaries​​​ (11,682)​​  - ​​  - ​Stock based compensation, inclusive of employer taxes​​ 41,217​ 46,401​ 51,846​Restructuring costs​​ 3,829​ 1,640​ 142​Investment (gain) loss and other non-operating​​ (37,646)​ (16,171)​ 68,391​Impact of partially-owned subsidiaries(1)​​ (420)​ 2,675​ 1,390​Net earnings before taxes - Adjusted​​$ 404,428​$ 410,602​$ 343,237​​​​​​​​​​​​​Non-GAAP tax rate​​ 20.5% 21.2% 20.2%Non-GAAP tax expense​​$ 82,948​$ 87,090​$ 69,478​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)​​$ 321,480​$ 323,512​$ 273,759​Earnings per share - diluted - Adjusted(2)​​$ 1.99​$ 1.97​$ 1.69​​(1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022. Refer to Note 1 for details.​Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2023, 2022, and 2021.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2023​2022​2021 ​​​​​​​GAAP effective tax rate 15.7% 12.7% 5.8%Discrete items 3.4 11.3 19.0​Impact of non-taxable net gain 0.7​  - ​  - ​Long-term GAAP tax rate 19.8% 24.0% 24.8%​​​​​​​Rate impact items ​Stock based compensation (1.4)​ (1.9)​ (5.7)​Other 2.1 (0.9) 1.1​Total rate impact items 0.7% (2.8)% (4.6)%Non-GAAP adjusted tax rate 20.5% 21.2% 20.2%​

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## Modified: LIQUIDITY AND CAPITAL RESOURCES

**Key changes:**

- Reworded sentence: "Cash, cash equivalents and available-for-sale investments at June 30, 2023 were $204.3 million compared to $247.0 million at June 30, 2022."
- Reworded sentence: "At June 30, 2023, all of the Company's available-for-sale investment account balances of $23.7 million were located in Canada."

**Prior (2022):**

Cash, cash equivalents and available-for-sale investments at June 30, 2022 were $247.0 million compared to $231.6 million at June 30, 2021. Included in available-for-sale investments at June 30, 2022 and June 30, 2021 was the fair value of the Company's investment in CCXI of $36.0 million and $20.0 million, respectively, as well as the Company's exchange traded investment grade bond funds of $23.9 million as of June 30, 2022. The Company purchased these bond funds during the year ended June 30, 2022. At June 30, 2022, approximately 31% of the Company's cash and equivalent account balances of $172.6 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2022, approximately 48% of the Company's available-for-sale investment account balances of $74.5 million were located in the U.S., with the remaining 32% in Canada and 20% in China. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.

**Current (2023):**

Cash, cash equivalents and available-for-sale investments at June 30, 2023 were $204.3 million compared to $247.0 million at June 30, 2022. Included in the available-for-sale-investments was the fair value of the Company's investment in exchange traded investment grade bond funds, which was $23.7 million as of June 30, 2023 and $23.9 million as of June 30, 2022. During the first fiscal quarter, the Company sold its remaining shares of its investment in CCXI. As of June 30, 2022, the fair value of the Company's investment in CCXI was $36.0 million. Also included in the June 30, 2022 balance were $14.5 million of certificates of deposit that were sold and not repurchased during fiscal year 2023. At June 30, 2023, approximately 39% of the Company's cash and equivalent account balances of $68.5 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2023, all of the Company's available-for-sale investment account balances of $23.7 million were located in Canada. At June 30, 2023, we had $350 million in borrowings under the revolving credit facility, resulting in $650 million of unutilized availability under our revolving credit facility. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net earnings, including noncontrolling interest ​ $ 285,442 $ 263,099 $ 139,585 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ Depreciation and amortization ​ 107,238 101,069 87,747 Costs recognized on sale of acquired inventory ​ 400 1,596 1,565 Deferred income taxes ​ (29,567) 6,816 (27,431) Stock-based compensation expense ​ 39,230 42,183 48,982 Fair value adjustment to contingent consideration payable ​ (12,100) (20,400) 5,300 Contingent consideration payments - operating ​  -  (3,300) (337) Gain on sale of CCXI investment ​ (37,176)  -   -  Fair value adjustment on available-for-sale investments ​ (472) (15,002) 67,879 (Gain) loss on equity method investment ​ ​ 1,143 ​  -  ​  -  Asset impairment restructuring ​ ​  -  ​ 546 ​  -  Eminence impairment ​ ​  -  ​ 18,715 ​  -  Gain on sale of Eminence ​ ​ (11,682) ​  -  ​  -  Leases, net ​ 2,059 (1,201) 75 Other operating activity ​ 455 668 (464) Change in operating assets and operating liabilities, net of acquisition: ​ ​ ​ Trade accounts and other receivables, net ​ (20,867) (57,596) (15,549) Inventories ​ (30,167) (32,007) (7,140) Prepaid expenses ​ (4,585) (3,082) (1,101) Trade accounts payable, accrued expenses, contract liabilities, and other ​ (7,908) 12,741 19,091 Salaries, wages and related accruals ​ (24,558) 7,760 20,536 Income taxes payable ​ (2,492) 2,667 13,426 Net cash provided by (used in) operating activities ​ 254,393 325,272 352,164 ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ Proceeds from maturities of available-for-sale investments ​ 35,236 26,055 66,377 Purchases of available-for-sale investments ​ (20,500) (52,998) (39,684) Proceeds from sale of CCXI investment ​ ​ 73,219 ​  -  ​  -  Additions to property and equipment ​ (38,244) (44,908) (44,301) Acquisitions, net of cash acquired ​ (101,184)  -  (225,352) Investment in unconsolidated entity, net ​ ​  -  ​  -  (556) Proceeds from sale of Eminence ​ 17,824  -  ​  -  Investment of forward purchase contract ​ ​  -  ​ (25,000) ​  -  Investment in Wilson Wolf ​ ​ (232,000) ​  -  ​  -  Net cash provided by (used in) investing activities ​ (265,649) (96,851) (243,516) ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ Cash dividends ​ (50,285) (50,185) (49,622) Proceeds from stock option exercises ​ 29,813 77,155 65,092 Re-purchases of common stock ​ (19,562) (160,950) (43,178) Borrowings under line-of-credit agreement ​ 619,661 90,000 256,000 Repayments of long-term debt ​ (525,661) (175,500) (271,500) Contingent consideration payments - financing ​  -  (700)  -  Taxes paid on RSUs and net share settlements ​ ​ (28,893) ​ (23,461) ​ (19,343) Other financing activity ​ (2,457) 788  -  Net cash provided by (used in) financing activities ​ 22,616 (242,853) (62,551) ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ (3,356) (12,092) 6,369 Net change in cash and cash equivalents ​ 8,004 (26,524) 52,466 Cash and cash equivalents at beginning of period ​ 172,567 199,091 146,625 Cash and cash equivalents at end of period ​ $ 180,571 $ 172,567 $ 199,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ See Notes to Consolidated Financial Statements."
- Reworded sentence: "Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company's articles of incorporation to increase the number of authorized shares of the Company's common stock from 100,000,000 to 400,000,000."
- Reworded sentence: "As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations."
- Reworded sentence: "Development activities generally relate to creating new products, improving or creating variations of existing products, or modifying existing products to meet new applications.Advertising costs: Advertising expenses were $4.8 million, $4.6 million, and $4.7 million for fiscal 2023, 2022, and 2021 respectively."
- Reworded sentence: "Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company's articles of incorporation to increase the number of authorized shares of the Company's common stock from 100,000,000 to 400,000,000."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Gross Margins

**Key changes:**

- Reworded sentence: "Consolidated gross margins were 67.7%, 68.4%, and 68.0% in fiscal 2023, 2022, and 2021."

**Prior (2022):**

Consolidated gross margins were 68.4%, 68.0%, and 65.4% in fiscal 2022, 2021, and 2020. Consolidated gross margins were positively impacted as a result of broad based revenue growth. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 72.5%, 72.3%, and 70.3% in fiscal 2022, 2021, and 2020 respectively. Fiscal 2022 adjusted gross margin was positively impacted by volume leverage and product mix, partially offset by additional investments made in the business to support future growth, when compared to fiscal 2020 and fiscal 2019. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold and intangible amortization included in cost of sales, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

Consolidated gross margins were 67.7%, 68.4%, and 68.0% in fiscal 2023, 2022, and 2021. Consolidated gross margins were impacted by revenue. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 71.7%, 72.5%, and 72.3% in fiscal 2023, 2022, and 2021, respectively. Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to the prior period. Consolidated gross margins for fiscal 2022 and fiscal 2021 were impacted as a result of volume leverage and product mix, partially offset by additional investments made in the business to support future growth. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold and intangible amortization included in cost of sales, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Cash Flows From Financing Activities

**Key changes:**

- Reworded sentence: "In fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively."
- Reworded sentence: "The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively."
- Reworded sentence: "The Company made $0.3 million in contingent consideration payments, which were classified within operating activities During fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units."
- Added sentence: "The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter."

**Prior (2022):**

In fiscal 2022, 2021, and 2020, the Company paid cash dividends of $50.2 million, $49.6 million, $48.9 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $77.2 million, $65.1 million, $71.0 million, for the exercise of options for 613,000, 627,000, 743,000 shares of common stock in fiscal 2022, 2021 and 2020, respectively. During fiscal 2022, 2021, and 2020, the Company repurchased $161.0 million, $43.2 million, and $50.1 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2022, 2021, and 2020, the Company drew $90.0 million, $256.0 million, and $40.0 million, respectively, under its revolving line-of-credit facility. Repayments of $175.5 million, $271.5 million, and $188.5 million were made on its line-of-credit in fiscal 2022, 2021, and 2020, respectively. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activities. During fiscal 2020, the Company made $4.4 million ($4 million for Quad and $0.4 million for B-MoGen) in cash payments towards the Quad, Exosome, and B-MoGen contingent consideration liabilities. Of the $4.4 million in total payments, $3.4 million is classified as financing on the statement of cash flows. The remaining $1 million is recorded as operating on the statement of cash flows. During fiscal 2022, 2021 and 2020, the Company paid $23.5 million, $19.3 million and $3.8 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.

**Current (2023):**

In fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively. During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2023, 2022, and 2021, the Company drew $619.7 million, $90.0 million, and $256.0 million, respectively, under its revolving line-of-credit facility. Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively. There were no payments during fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activities During fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows. The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.

---

## Modified: Impairment of Goodwill

**Key changes:**

- Reworded sentence: "Goodwill Goodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets."
- Reworded sentence: "To analyze goodwill for impairment, we must assign our goodwill to individual reporting units."
- Reworded sentence: "We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business."
- Reworded sentence: "The qualitative assessment identified no indicators of impairment."
- Reworded sentence: "As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business."

**Prior (2022):**

Goodwill Goodwill was $822.1 million as of June 30, 2022, which represented 36% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment. 41 41 Table of ContentsTo analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022, Changzhou Eminence Biotechnology Co., Ltd. (Eminence) notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company holds a financial interest of approximately 57.4% in those tangible assets in the upcoming liquidation process.2022 Goodwill Impairment AnalysesIn completing our 2022 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all five of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017‑04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value- weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The Company did not identify any triggering events after our annual 42 Table of Contents Table of Contents Table of Contents To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022, Changzhou Eminence Biotechnology Co., Ltd. (Eminence) notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company holds a financial interest of approximately 57.4% in those tangible assets in the upcoming liquidation process.2022 Goodwill Impairment AnalysesIn completing our 2022 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all five of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017‑04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value- weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The Company did not identify any triggering events after our annual To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In the second quarter of fiscal 2022, Changzhou Eminence Biotechnology Co., Ltd. (Eminence) notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business. Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company holds a financial interest of approximately 57.4% in those tangible assets in the upcoming liquidation process. 2022 Goodwill Impairment Analyses In completing our 2022 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all five of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017‑04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value- weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The Company did not identify any triggering events after our annual 42 42 Table of Contentsgoodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.2021 Goodwill Impairment AnalysesIn completing our 2021 annual goodwill impairment analyses, we elected to perform a quantitative assessment for each of our five reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.Because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.2020 Goodwill Impairment AnalysesIn completing our 2020 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.Because our 2020 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.43 Table of Contents Table of Contents Table of Contents goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.2021 Goodwill Impairment AnalysesIn completing our 2021 annual goodwill impairment analyses, we elected to perform a quantitative assessment for each of our five reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.Because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.2020 Goodwill Impairment AnalysesIn completing our 2020 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.Because our 2020 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. 2021 Goodwill Impairment Analyses In completing our 2021 annual goodwill impairment analyses, we elected to perform a quantitative assessment for each of our five reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. Because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment. 2020 Goodwill Impairment Analyses In completing our 2020 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units. In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit. In determining the fair values of our reporting units, we utilized the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. Because our 2020 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. 43 43 Table of ContentsThe quantitative assessment completed as of April 1, 2020 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2020 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2022 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 1, 2022, the Company completed the acquisition of Namocell, Inc. for approximately $100 million, plus contingent consideration of up to $25 million upon the achievement of certain future milestones. On August 4, 2022, the Company sold its remaining shares of CCXI for approximately $73.3 million. The cost basis of the investment was $6.6 million. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.Our non-GAAP financial measure of organic growth represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, as well as the impact of partially-owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenue from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. Revenue from partially-owned subsidiaries was $4.6 million for the year ended June 30, 2022.44 Table of Contents Table of Contents Table of Contents The quantitative assessment completed as of April 1, 2020 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2020 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2022 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 1, 2022, the Company completed the acquisition of Namocell, Inc. for approximately $100 million, plus contingent consideration of up to $25 million upon the achievement of certain future milestones. On August 4, 2022, the Company sold its remaining shares of CCXI for approximately $73.3 million. The cost basis of the investment was $6.6 million. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.Our non-GAAP financial measure of organic growth represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, as well as the impact of partially-owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenue from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. Revenue from partially-owned subsidiaries was $4.6 million for the year ended June 30, 2022. The quantitative assessment completed as of April 1, 2020 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2020 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.

**Current (2023):**

Goodwill Goodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business. Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full 43 43 Table of Contentsimpairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2023 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA for approximately $165 million, net of cash acquired. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to 44 Table of Contents Table of Contents Table of Contents impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2023 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA for approximately $165 million, net of cash acquired. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency gains (losses) ​ $ 676 ​ $ 699 ​ $ (6,650) Rental income ​ 426 ​ 599 ​ 1,036 Real estate taxes, depreciation and utilities ​ (1,810) ​ (2,035) ​ (1,845) Gain (loss) on investment ​ 49,328 ​ 15,186 ​ (68,047) Gain (loss) on equity method investment ​ ​ (1,143) ​ ​  -  ​ ​  -  Miscellaneous (expense) income ​ 43 ​ 862 ​ (136) Other non-operating income (expense), net ​ $ 47,520 ​ $ 15,311 ​ $ (75,642) ​ During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc."
- Reworded sentence: "On August 4, 2022, the Company sold all of its shares in CCXI."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before taxes - GAAP ​ ​ $ 338,659 ​ $ 301,386 ​ $ 148,175 ​ Identified adjustments attributable to Bio-Techne: ​ ​ ​ ​ ​ ​ ​ Costs recognized upon sale of acquired inventory ​ ​ 400 ​ 1,596 ​ 1,565 ​ Amortization of intangibles ​ ​ 76,413 ​ 73,054 ​ 64,239 ​ Amortization of Wilson Wolf intangible assets and acquired inventory ​ ​ ​ 2,805 ​ ​  -  ​ ​  -  ​ Acquisition related expenses and other ​ ​ (9,147) ​ (18,694) ​ 7,489 ​ Eminence impairment ​ ​ ​  -  ​ 18,715 ​ ​  -  ​ Gain on sale of partially-owned consolidated subsidiaries ​ ​ ​ (11,682) ​ ​  -  ​ ​  -  ​ Stock based compensation, inclusive of employer taxes ​ ​ 41,217 ​ 46,401 ​ 51,846 ​ Restructuring costs ​ ​ 3,829 ​ 1,640 ​ 142 ​ Investment (gain) loss and other non-operating ​ ​ (37,646) ​ (16,171) ​ 68,391 ​ Impact of partially-owned subsidiaries(1) ​ ​ (420) ​ 2,675 ​ 1,390 ​ Net earnings before taxes - Adjusted ​ ​ $ 404,428 ​ $ 410,602 ​ $ 343,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP tax rate ​ ​ 20.5 % 21.2 % 20.2 % Non-GAAP tax expense ​ ​ $ 82,948 ​ $ 87,090 ​ $ 69,478 ​ Non-GAAP adjusted net earnings attributable to Bio-Techne(1) ​ ​ $ 321,480 ​ $ 323,512 ​ $ 273,759 ​ Earnings per share - diluted - Adjusted(2) ​ ​ $ 1.99 ​ $ 1.97 ​ $ 1.69 ​ ​ (1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share."
- Reworded sentence: "The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2023, 2022, and 2021."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: OVERALL RESULTS

**Key changes:**

- Reworded sentence: "Operational Update For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022."
- Reworded sentence: "Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021."
- Reworded sentence: "After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021."
- Reworded sentence: "​Business Strategy Update​Environmental​The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development."
- Reworded sentence: "Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.​Digital​In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information."

**Prior (2022):**

Operational Update For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. ​ Consolidated earnings, including non-controlling interest, increased 88% compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, 32 32 Table of Contentsrestructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. For fiscal 2021, consolidated net sales increased 26% as compared to fiscal 2020. Organic growth was 22%, with currency translation and acquisitions having a 3% and 1% impact on revenue respectively. Organic revenue growth was broad based and driven by accelerated momentum of the Company's long-term growth strategy as well as customer site closures in the latter half of fiscal 2020 due to the COVID-19 pandemic. For fiscal 2021, consolidated earnings, including non-controlling interest, decreased 39% compared to fiscal 2020. The decrease in earnings was primarily due to a non-operating loss of approximately $67.9 million on our ChemoCentryx investment, compared to a gain on investment of $137 million in the last fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the loss on investment, certain income tax items in both years, and non-controlling interest, adjusted net earnings increased 52% in fiscal 2021 as compared to fiscal 2020. Adjusted earnings growth was driven by the reopening of customer sites closing during the latter half of fiscal 2020, volume leverage, operational productivity, and product mix.​Business Strategy Update​Environmental​The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. The Company was also focused on evaluating how climate change impacts from our business operations might be measured and mitigated, with the plan of integrating consideration of greenhouse gas emissions and other climate variables into those key business strategies.​In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.​The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company is creating a cross-functional internal council to evaluate potential long-term business impacts while driving long-term sustainability solutions.​Digital​In driving our four key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.​The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars.33 Table of Contents Table of Contents Table of Contents restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. For fiscal 2021, consolidated net sales increased 26% as compared to fiscal 2020. Organic growth was 22%, with currency translation and acquisitions having a 3% and 1% impact on revenue respectively. Organic revenue growth was broad based and driven by accelerated momentum of the Company's long-term growth strategy as well as customer site closures in the latter half of fiscal 2020 due to the COVID-19 pandemic. For fiscal 2021, consolidated earnings, including non-controlling interest, decreased 39% compared to fiscal 2020. The decrease in earnings was primarily due to a non-operating loss of approximately $67.9 million on our ChemoCentryx investment, compared to a gain on investment of $137 million in the last fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the loss on investment, certain income tax items in both years, and non-controlling interest, adjusted net earnings increased 52% in fiscal 2021 as compared to fiscal 2020. Adjusted earnings growth was driven by the reopening of customer sites closing during the latter half of fiscal 2020, volume leverage, operational productivity, and product mix.​Business Strategy Update​Environmental​The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. The Company was also focused on evaluating how climate change impacts from our business operations might be measured and mitigated, with the plan of integrating consideration of greenhouse gas emissions and other climate variables into those key business strategies.​In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.​The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company is creating a cross-functional internal council to evaluate potential long-term business impacts while driving long-term sustainability solutions.​Digital​In driving our four key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.​The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars. restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. For fiscal 2021, consolidated net sales increased 26% as compared to fiscal 2020. Organic growth was 22%, with currency translation and acquisitions having a 3% and 1% impact on revenue respectively. Organic revenue growth was broad based and driven by accelerated momentum of the Company's long-term growth strategy as well as customer site closures in the latter half of fiscal 2020 due to the COVID-19 pandemic. For fiscal 2021, consolidated earnings, including non-controlling interest, decreased 39% compared to fiscal 2020. The decrease in earnings was primarily due to a non-operating loss of approximately $67.9 million on our ChemoCentryx investment, compared to a gain on investment of $137 million in the last fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the loss on investment, certain income tax items in both years, and non-controlling interest, adjusted net earnings increased 52% in fiscal 2021 as compared to fiscal 2020. Adjusted earnings growth was driven by the reopening of customer sites closing during the latter half of fiscal 2020, volume leverage, operational productivity, and product mix. ​

**Current (2023):**

Operational Update For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. ​ Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence). After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to 33 33 Table of Contentsfiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. ​Business Strategy Update​Environmental​The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies. The Company also strives to innovate and improve all aspects of Bio-Techne's operations, including reducing the environmental impacts of our manufacturing operations. As described in our Corporate Sustainability Report, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.​In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.​The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.​Digital​In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.​The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.​34 Table of Contents Table of Contents Table of Contents fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. ​Business Strategy Update​Environmental​The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies. The Company also strives to innovate and improve all aspects of Bio-Techne's operations, including reducing the environmental impacts of our manufacturing operations. As described in our Corporate Sustainability Report, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.​In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.​The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.​Digital​In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.​The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.​ fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. ​

---

## Modified: Selling, General and Administrative Expenses

**Key changes:**

- Added sentence: "Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022."
- Added sentence: "Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition."
- Added sentence: "36 36 Table of ContentsSelling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021."
- Added sentence: "Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth."
- Added sentence: "Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 203,834​$ 195,328​$ 159,489Diagnostics and Genomics​ 101,805​ 93,578​ 75,160Total segment expenses​ 305,639​ 288,906​ 234,649Amortization of intangibles​ 32,076​ 32,492​ 27,788Acquisition related expenses​ (9,965)​ (19,082)​ 7,097Eminence Impairment(1)​​  - ​​ 18,715​​  - Restructuring costs​ 3,829​ 1,640​ 142Stock-based compensation​ 40,269​ 45,085​ 50,200Corporate selling, general and administrative expenses​ 6,530​ 5,010​ 5,075Total selling, general and administrative expenses​$ 378,378​$ 372,766​$ 324,951(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment."

**Prior (2022):**

Selling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of prior year's Asuragen acquisition and strategic investments made in the business to support future growth. Selling, general and administrative expenses increased $64.4 million (25%) in fiscal 2021 when compared to fiscal 2020. Selling, general, and administrative expenses increased primarily due to investments made by the Company to support volume growth within each of the segments as well as additional expenses related to the acquisition of Asuragen, Inc. 35 35 Table of ContentsConsolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2022​2021​2020​​​​​​​​​​Protein Sciences​$ 195,328​$ 159,489​$ 138,792Diagnostics and Genomics​ 93,578​ 75,160​ 65,407Total segment expenses​ 288,906​ 234,649​ 204,199Amortization of intangibles​ 32,492​ 27,788​ 26,358Acquisition related expenses​ (19,082)​ 7,097​ 415Eminence impairment(1)​​ 18,715​​  - ​​  - Gain on escrow litigation​  - ​  - ​ (7,159)Restructuring costs​ 1,640​ 142​ 87Stock-based compensation​ 45,085​ 50,200​ 32,667Corporate selling, general and administrative expenses​ 5,010​ 5,075​ 4,016Total selling, general and administrative expenses​$ 372,766​$ 324,951​$ 260,583(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $16.5 million (23%) and $5.4 million (8%) in fiscal 2022 and 2021, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2022 as compared to 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. The increase in research and development expenses in fiscal 2021 as compared to fiscal 2020 was primarily attributable to continued investment in future growth platforms of the Company and recent acquisitions. ​​​​​​​​​​​ Year Ended June 30, ​​2022​2021​2020​​​​​​​​​​Protein Sciences​$ 56,370​$ 46,361​$ 43,022Diagnostics and Genomics​ 30,770​ 24,242​ 22,170Total segment expenses​ 87,140​ 70,603​ 65,192Unallocated corporate expenses​  - ​  - ​  - Total research and development expenses​$ 87,140​$ 70,603​$ 65,192​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2022, 2021, and 2020 was ($10.5) million, $(13.5) million, and $(18.6) million, respectively. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative. Net interest expense in fiscal 2021 decreased when compared to fiscal 2020 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative. ​36 Table of Contents Table of Contents Table of Contents Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2022​2021​2020​​​​​​​​​​Protein Sciences​$ 195,328​$ 159,489​$ 138,792Diagnostics and Genomics​ 93,578​ 75,160​ 65,407Total segment expenses​ 288,906​ 234,649​ 204,199Amortization of intangibles​ 32,492​ 27,788​ 26,358Acquisition related expenses​ (19,082)​ 7,097​ 415Eminence impairment(1)​​ 18,715​​  - ​​  - Gain on escrow litigation​  - ​  - ​ (7,159)Restructuring costs​ 1,640​ 142​ 87Stock-based compensation​ 45,085​ 50,200​ 32,667Corporate selling, general and administrative expenses​ 5,010​ 5,075​ 4,016Total selling, general and administrative expenses​$ 372,766​$ 324,951​$ 260,583(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $16.5 million (23%) and $5.4 million (8%) in fiscal 2022 and 2021, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2022 as compared to 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. The increase in research and development expenses in fiscal 2021 as compared to fiscal 2020 was primarily attributable to continued investment in future growth platforms of the Company and recent acquisitions. ​​​​​​​​​​​ Year Ended June 30, ​​2022​2021​2020​​​​​​​​​​Protein Sciences​$ 56,370​$ 46,361​$ 43,022Diagnostics and Genomics​ 30,770​ 24,242​ 22,170Total segment expenses​ 87,140​ 70,603​ 65,192Unallocated corporate expenses​  - ​  - ​  - Total research and development expenses​$ 87,140​$ 70,603​$ 65,192​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2022, 2021, and 2020 was ($10.5) million, $(13.5) million, and $(18.6) million, respectively. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative. Net interest expense in fiscal 2021 decreased when compared to fiscal 2020 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative. ​ Consolidated selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022. Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition. 36 36 Table of ContentsSelling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth. Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 203,834​$ 195,328​$ 159,489Diagnostics and Genomics​ 101,805​ 93,578​ 75,160Total segment expenses​ 305,639​ 288,906​ 234,649Amortization of intangibles​ 32,076​ 32,492​ 27,788Acquisition related expenses​ (9,965)​ (19,082)​ 7,097Eminence Impairment(1)​​  - ​​ 18,715​​  - Restructuring costs​ 3,829​ 1,640​ 142Stock-based compensation​ 40,269​ 45,085​ 50,200Corporate selling, general and administrative expenses​ 6,530​ 5,010​ 5,075Total selling, general and administrative expenses​$ 378,378​$ 372,766​$ 324,951(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition. The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. ​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 58,251​$ 56,370​$ 46,361Diagnostics and Genomics​ 34,242​ 30,770​ 24,242Total segment expenses​ 92,493​ 87,140​ 70,603Unallocated corporate expenses​  - ​  - ​  - Total research and development expenses​$ 92,493​$ 87,140​$ 70,603​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5. 37 Table of Contents Table of Contents Table of Contents Selling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth. Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 203,834​$ 195,328​$ 159,489Diagnostics and Genomics​ 101,805​ 93,578​ 75,160Total segment expenses​ 305,639​ 288,906​ 234,649Amortization of intangibles​ 32,076​ 32,492​ 27,788Acquisition related expenses​ (9,965)​ (19,082)​ 7,097Eminence Impairment(1)​​  - ​​ 18,715​​  - Restructuring costs​ 3,829​ 1,640​ 142Stock-based compensation​ 40,269​ 45,085​ 50,200Corporate selling, general and administrative expenses​ 6,530​ 5,010​ 5,075Total selling, general and administrative expenses​$ 378,378​$ 372,766​$ 324,951(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition. The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. ​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 58,251​$ 56,370​$ 46,361Diagnostics and Genomics​ 34,242​ 30,770​ 24,242Total segment expenses​ 92,493​ 87,140​ 70,603Unallocated corporate expenses​  - ​  - ​  - Total research and development expenses​$ 92,493​$ 87,140​$ 70,603​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5. Selling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth. Consolidated selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Cash Flows From Investing Activities

**Key changes:**

- Reworded sentence: "During fiscal year 2023, the Company acquired Namocell, Inc for $101.2 million, net of cash acquired."
- Reworded sentence: "The Company made $0.3 million in contingent consideration payments, which were classified within operating activitiesDuring fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units."
- Reworded sentence: "41 Table of Contents Table of Contents Table of Contents grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods."
- Reworded sentence: "The Company made $0.3 million in contingent consideration payments, which were classified within operating activitiesDuring fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units."
- Reworded sentence: "grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods."

**Prior (2022):**

We continue to make investments in our business, including capital expenditures. There are no cash payments for acquisitions during fiscal year 2022. The Company acquired Eminence Biotechnology and Asuragen, Inc. during fiscal year 2021 for a total of approximately $225.4 million, net of cash acquired. The Company did not make any acquisitions in fiscal 2020. The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2022, 2021, and 2020 were $(26.9) million, $26.7 million, and $76.9 million, respectively. The decrease in fiscal 2022 compared to fiscal 2021 was driven by the purchase of the exchange traded investment grade bond funds, which have a cost basis of $25.0 million. The decrease in fiscal 2021 compared to fiscal 2020 was driven by the sale of a portion of the CCXI investment in fiscal year 2020, which did not reoccur in fiscal year 2021. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible. Capital additions in fiscal year 2022, 2021, and 2020 were $44.9 million, $44.3 million, and $51.7 million. Fiscal 2022 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2021 capital expenditures related to investments in new buildings, in particular, the Company's GMP manufacturing facility. Capital additions planned for fiscal 2023 are approximately $62 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2023 is related to increasing capacity to meet expected sales growth across the Company. 39 39 Table of ContentsDuring the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or EBITDA thresholds are met. The Company is currently forecasting the first option payment of $231 million to occur in fiscal 2023 with the second option payment of approximately $1 billion plus potential contingent consideration occurring between fiscal 2026 and fiscal 2028.Cash Flows From Financing ActivitiesIn fiscal 2022, 2021, and 2020, the Company paid cash dividends of $50.2 million, $49.6 million, $48.9 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $77.2 million, $65.1 million, $71.0 million, for the exercise of options for 613,000, 627,000, 743,000 shares of common stock in fiscal 2022, 2021 and 2020, respectively.During fiscal 2022, 2021, and 2020, the Company repurchased $161.0 million, $43.2 million, and $50.1 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2022, 2021, and 2020, the Company drew $90.0 million, $256.0 million, and $40.0 million, respectively, under its revolving line-of-credit facility. Repayments of $175.5 million, $271.5 million, and $188.5 million were made on its line-of-credit in fiscal 2022, 2021, and 2020, respectively.During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activities. During fiscal 2020, the Company made $4.4 million ($4 million for Quad and $0.4 million for B-MoGen) in cash payments towards the Quad, Exosome, and B-MoGen contingent consideration liabilities. Of the $4.4 million in total payments, $3.4 million is classified as financing on the statement of cash flows. The remaining $1 million is recorded as operating on the statement of cash flows. During fiscal 2022, 2021 and 2020, the Company paid $23.5 million, $19.3 million and $3.8 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, 40 Table of Contents Table of Contents Table of Contents During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or EBITDA thresholds are met. The Company is currently forecasting the first option payment of $231 million to occur in fiscal 2023 with the second option payment of approximately $1 billion plus potential contingent consideration occurring between fiscal 2026 and fiscal 2028.Cash Flows From Financing ActivitiesIn fiscal 2022, 2021, and 2020, the Company paid cash dividends of $50.2 million, $49.6 million, $48.9 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $77.2 million, $65.1 million, $71.0 million, for the exercise of options for 613,000, 627,000, 743,000 shares of common stock in fiscal 2022, 2021 and 2020, respectively.During fiscal 2022, 2021, and 2020, the Company repurchased $161.0 million, $43.2 million, and $50.1 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2022, 2021, and 2020, the Company drew $90.0 million, $256.0 million, and $40.0 million, respectively, under its revolving line-of-credit facility. Repayments of $175.5 million, $271.5 million, and $188.5 million were made on its line-of-credit in fiscal 2022, 2021, and 2020, respectively.During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activities. During fiscal 2020, the Company made $4.4 million ($4 million for Quad and $0.4 million for B-MoGen) in cash payments towards the Quad, Exosome, and B-MoGen contingent consideration liabilities. Of the $4.4 million in total payments, $3.4 million is classified as financing on the statement of cash flows. The remaining $1 million is recorded as operating on the statement of cash flows. During fiscal 2022, 2021 and 2020, the Company paid $23.5 million, $19.3 million and $3.8 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or EBITDA thresholds are met. The Company is currently forecasting the first option payment of $231 million to occur in fiscal 2023 with the second option payment of approximately $1 billion plus potential contingent consideration occurring between fiscal 2026 and fiscal 2028.

**Current (2023):**

We continue to make investments in our business, including capital expenditures. During fiscal year 2023, the Company acquired Namocell, Inc for $101.2 million, net of cash acquired. There were no acquisitions fiscal year 2022. The Company acquired Eminence and Asuragen during fiscal year 2021 for a total of approximately $225.4 million, net of cash acquired. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in the comparative prior year period. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in the comparative prior year period. The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2023, 2022, and 2021 were $14.7 million, $(26.9) million, and $26.7 million, respectively. During fiscal year 2023, the Company's proceeds in available-for-sale investments relates to the sale of excess cash in certificates of deposit that matured. As of June 30, 2023, there were no outstanding certificates of deposit. The outflow of cash in fiscal year 2022 compared to fiscal year 2023 and fiscal year 2021 was driven by the purchase of the exchange traded investment 40 40 Table of Contentsgrade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods. The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.Capital additions in fiscal year 2023, 2022, and 2021 were $38.2 million, $44.9 million, and $44.3 million. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment . Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company.During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. There were no comparable activities in the comparative prior year period.Cash Flows From Financing ActivitiesIn fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively.During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2023, 2022, and 2021, the Company drew $619.7 million, $90.0 million, and $256.0 million, respectively, under its revolving line-of-credit facility. Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively.There were no payments during fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activitiesDuring fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. 41 Table of Contents Table of Contents Table of Contents grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods. The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.Capital additions in fiscal year 2023, 2022, and 2021 were $38.2 million, $44.9 million, and $44.3 million. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment . Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company.During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. There were no comparable activities in the comparative prior year period.Cash Flows From Financing ActivitiesIn fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively.During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2023, 2022, and 2021, the Company drew $619.7 million, $90.0 million, and $256.0 million, respectively, under its revolving line-of-credit facility. Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively.There were no payments during fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activitiesDuring fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods. The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible. Capital additions in fiscal year 2023, 2022, and 2021 were $38.2 million, $44.9 million, and $44.3 million. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment . Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company. During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. There were no comparable activities in the comparative prior year period.

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ GAAP effective tax rate 15.7 % 12.7 % 5.8 % Discrete items 3.4 11.3 19.0 ​ Impact of non-taxable net gain 0.7 ​  -  ​  -  ​ Long-term GAAP tax rate 19.8 % 24.0 % 24.8 % ​ ​ ​ ​ ​ ​ ​ Rate impact items ​ Stock based compensation (1.4) ​ (1.9) ​ (5.7) ​ Other 2.1 (0.9) 1.1 ​ Total rate impact items 0.7 % (2.8) % (4.6) % Non-GAAP adjusted tax rate 20.5 % 21.2 % 20.2 % ​ 39 39 Table of ContentsRefer to Note 12 for additional discussion relating to the change in discrete tax items between fiscal 2023 and fiscal 2022.LIQUIDITY AND CAPITAL RESOURCESCash, cash equivalents and available-for-sale investments at June 30, 2023 were $204.3 million compared to $247.0 million at June 30, 2022."
- Reworded sentence: "Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations.Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.Cash Flows From Operating ActivitiesThe Company generated cash from operations of $254.4 million, $325.3 million, and $352.2 million in fiscal 2023, 2022, and 2021 respectively."
- Removed sentence: "The increase in cash generated from operating activities in fiscal 2021 as compared to fiscal 2020 was mainly a result of an increase in year over year operating income of $79.9 million and a $29.3 million benefit to operating cash from year-over-year changes in operating assets and liabilities as well as a non-cash stock-based compensation expense of $16.6 million."
- Reworded sentence: "During fiscal year 2023, the Company acquired Namocell, Inc for $101.2 million, net of cash acquired."
- Reworded sentence: "Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations.Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.Cash Flows From Operating ActivitiesThe Company generated cash from operations of $254.4 million, $325.3 million, and $352.2 million in fiscal 2023, 2022, and 2021 respectively."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Business Strategy Update

**Key changes:**

- Reworded sentence: "​ Environmental ​ The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development."

**Prior (2022):**

Net Sales Consolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars. 33 33 Table of Contents​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2022 2021 2020 ​​​​​​​​Organic sales growth 17% 22% 4%Acquisitions sales growth 3% 1% 0%Impact of foreign currency fluctuations (1)% 3% 0%Consolidated net sales growth 19% 26% 4%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2022 2021 2020Protein Sciences​$ 832,311​$ 704,564​$ 555,352Diagnostics and Genomics​ 274,843​ 227,744​ 184,549Intersegment​ (1,555)​ (1,276)​ (1,210)Consolidated net sales​$ 1,105,599​$ 931,032​$ 738,691​In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021. Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue.Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools.In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021. Organic growth for the segment was 10% with acquisitions contributing 11% and currency translation having an immaterial impact on revenue growth.Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth. Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines.​In fiscal 2021, Protein Sciences segment net sales increased 27% compared to fiscal 2020. Organic growth for the segment was 24% for the fiscal year, with foreign currency translation having a favorable impact of 3%, and acquisitions contributing an immaterial amount. Overall segment growth was driven by continued market acceptance of our portfolio of productivity enhancing solutions across end-markets and geographies combined with the reopening of customer sites that were closed in the latter half of fiscal 2020 due to COVID-19. In fiscal 2021, Diagnostics and Genomics segment net sales increased 23% compared to fiscal 2020. Organic growth was 18% with acquisitions and foreign currency having a favorable impact of 4% and 1% impact on revenue, respectively. Overall segment revenue growth was driven by broad based organic growth across product lines and geographies and the acquisition of Asuragen in the fourth quarter of fiscal year 2021. RNAscope products had an exceptional year in both the Academia and Bio-Pharma end markets, while the Exosome product line also provided year over year growth despite navigating limitations and/or customer avoidance of non-essential medical procedures throughout fiscal 2021 associated with the COVID-19 pandemic. 34 Table of Contents Table of Contents Table of Contents ​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2022 2021 2020 ​​​​​​​​Organic sales growth 17% 22% 4%Acquisitions sales growth 3% 1% 0%Impact of foreign currency fluctuations (1)% 3% 0%Consolidated net sales growth 19% 26% 4%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2022 2021 2020Protein Sciences​$ 832,311​$ 704,564​$ 555,352Diagnostics and Genomics​ 274,843​ 227,744​ 184,549Intersegment​ (1,555)​ (1,276)​ (1,210)Consolidated net sales​$ 1,105,599​$ 931,032​$ 738,691​In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021. Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue.Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools.In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021. Organic growth for the segment was 10% with acquisitions contributing 11% and currency translation having an immaterial impact on revenue growth.Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth. Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines.​In fiscal 2021, Protein Sciences segment net sales increased 27% compared to fiscal 2020. Organic growth for the segment was 24% for the fiscal year, with foreign currency translation having a favorable impact of 3%, and acquisitions contributing an immaterial amount. Overall segment growth was driven by continued market acceptance of our portfolio of productivity enhancing solutions across end-markets and geographies combined with the reopening of customer sites that were closed in the latter half of fiscal 2020 due to COVID-19. In fiscal 2021, Diagnostics and Genomics segment net sales increased 23% compared to fiscal 2020. Organic growth was 18% with acquisitions and foreign currency having a favorable impact of 4% and 1% impact on revenue, respectively. Overall segment revenue growth was driven by broad based organic growth across product lines and geographies and the acquisition of Asuragen in the fourth quarter of fiscal year 2021. RNAscope products had an exceptional year in both the Academia and Bio-Pharma end markets, while the Exosome product line also provided year over year growth despite navigating limitations and/or customer avoidance of non-essential medical procedures throughout fiscal 2021 associated with the COVID-19 pandemic. ​ Consolidated net sales growth was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ Environmental ​ The Company's key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies. The Company also strives to innovate and improve all aspects of Bio-Techne's operations, including reducing the environmental impacts of our manufacturing operations. As described in our Corporate Sustainability Report, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials. ​ In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change. ​ The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions. ​ Digital ​ In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks. ​ The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach. ​ 34 34 Table of ContentsRESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021 ​​​​​​​​Organic sales growth 5% 17% 22%Acquisitions sales growth 0% 3% 1%Impact of foreign currency fluctuations (2)% (1)% 3%Consolidated net sales growth 3% 19% 26%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Protein Sciences​$ 845,747​$ 832,311​$ 704,564Diagnostics and Genomics​ 292,602​ 274,843​ 227,744Intersegment​ (1,647)​ (1,555)​ (1,276)Consolidated net sales​$ 1,136,702​$ 1,105,599​$ 931,032​In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022. Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact on revenue growth. Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022. Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%. Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021. Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue. ​Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021. Organic growth for the segment was 10% with acquisitions contributing 11% and currency translation having an immaterial impact on revenue growth. ​Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth. Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines. ​35 Table of Contents Table of Contents Table of Contents RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021 ​​​​​​​​Organic sales growth 5% 17% 22%Acquisitions sales growth 0% 3% 1%Impact of foreign currency fluctuations (2)% (1)% 3%Consolidated net sales growth 3% 19% 26%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Protein Sciences​$ 845,747​$ 832,311​$ 704,564Diagnostics and Genomics​ 292,602​ 274,843​ 227,744Intersegment​ (1,647)​ (1,555)​ (1,276)Consolidated net sales​$ 1,136,702​$ 1,105,599​$ 931,032​In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022. Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact on revenue growth. Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022. Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%. Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021. Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue. ​Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021. Organic growth for the segment was 10% with acquisitions contributing 11% and currency translation having an immaterial impact on revenue growth. ​Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth. Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines. ​

---

## Modified: CONSOLIDATED BALANCE SHEETS

**Key changes:**

- Reworded sentence: "Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 180,571 ​ $ 172,567 Short-term available-for-sale investments ​ 23,739 ​ 74,462 Accounts receivable, less allowance for doubtful accounts of $4,738 and $2,568, respectively ​ 218,468 ​ 194,548 Inventories ​ 171,638 ​ 141,123 Other current assets ​ 27,066 ​ 22,856 Total current assets ​ 621,482 ​ 605,556 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 226,200 ​ 223,242 Right of use asset ​ 98,326 ​ 65,556 Goodwill ​ 872,737 ​ 822,101 Intangible assets, net ​ 534,645 ​ 531,522 Other assets ​ 285,302 ​ 46,828 Total assets ​ $ 2,638,692 ​ $ 2,294,805 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 25,679 ​ $ 33,865 Salaries, wages and related accruals ​ 36,747 ​ 61,953 Accrued expenses ​ 14,880 ​ 17,886 Contract liabilities ​ 23,069 ​ 23,406 Income taxes payable ​ 12,022 ​ 13,237 Operating lease liabilities - current ​ 11,199 ​ 11,928 Contingent consideration payable ​ 3,500 ​  -  Current portion of long-term debt obligations ​  -  ​ 12,500 Other current liabilities ​ 1,413 ​ 1,243 Total current liabilities ​ 128,509 ​ 176,018 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 88,982 ​ 98,994 Long-term debt obligations ​ 350,000 ​ 243,410 Long-term contingent consideration payable ​  -  ​ 5,000 Operating lease liabilities ​ 93,766 ​ 58,133 Other long-term liabilities ​ 10,919 ​ 12,239 ​ ​ ​ Bio-Techne's Shareholders' equity: ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding ​  -  ​  -  Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 157,641,914 and 156,644,212, respectively(1) issued outstanding ​ 1,576 ​ 1,566 Additional paid-in capital(1) ​ 721,543 ​ 652,467 Retained earnings(1) ​ 1,309,461 ​ 1,122,937 Accumulated other comprehensive loss ​ (66,064) ​ (75,200) Total Bio-Techne's shareholders' equity ​ 1,966,516 ​ 1,701,770 Noncontrolling interest ​  -  ​ (759) Total shareholders' equity ​ 1,966,516 ​ 1,701,011 Total liabilities and shareholders' equity ​ $ 2,638,692 ​ $ 2,294,805 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022."

**Prior (2022):**

Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2022 ​ 2021 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 172,567 ​ $ 199,091 Short-term available-for-sale investments 74,462 ​ 32,463 Accounts receivable, less allowance for doubtful accounts of $2,568 and $1,229, respectively 194,548 ​ 145,385 Inventories 141,123 ​ 116,748 Other current assets 22,856 ​ 16,919 Total current assets 605,556 ​ 510,606 ​ ​ ​ ​ ​ ​ Property and equipment, net 223,242 ​ 207,907 Right of use asset 65,556 ​ 73,834 Goodwill 822,101 ​ 843,067 Intangible assets, net 531,522 ​ 615,968 Other assets 46,828 ​ 11,575 Total assets $ 2,294,805 ​ $ 2,262,957 LIABILITIES AND SHAREHOLDERS' EQUITY ​ Current liabilities: ​ Trade accounts payable $ 33,865 ​ $ 29,384 Salaries, wages and related accruals 61,953 ​ 51,294 Accrued expenses 17,886 ​ 15,282 Contract liabilities 23,406 ​ 18,995 Income taxes payable 13,237 ​ 5,336 Operating lease liabilities - current 11,928 ​ 11,602 Contingent consideration payable  -  ​ 4,000 Current portion of long-term debt obligations 12,500 ​ 12,500 Other current liabilities 1,243 ​ 3,891 Total current liabilities 176,018 ​ 152,284 ​ ​ ​ ​ ​ ​ Deferred income taxes 98,994 ​ 93,125 Long-term debt obligations 243,410 ​ 328,827 Long-term contingent consideration payable 5,000 ​ 25,400 Operating lease liabilities 58,133 ​ 67,625 Other long-term liabilities 12,239 ​ 24,462 Bio-Techne's Shareholders' equity: ​ ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding  -  ​  -  Common stock, par value $.01 per share; authorized 100,000,000; issued and outstanding 39,160,000 and 38,955,484, respectively issued outstanding 392 ​ 390 Additional paid-in capital 653,657 ​ 534,411 Retained earnings 1,122,921 ​ 1,085,461 Accumulated other comprehensive loss (75,200) ​ (57,291) Total Bio-Techne's shareholders' equity 1,701,770 ​ 1,562,971 Noncontrolling interest (759) ​ 8,263 Total shareholders' equity 1,701,011 ​ 1,571,234 Total liabilities and shareholders' equity $ 2,294,805 ​ $ 2,262,957 ​ See Notes to Consolidated Financial Statements. ​ 48 48 Table of ContentsCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income(Loss)​Interest ​TotalBalances at June 30, 2019 37,934​$ 379​$ 316,797​$ 931,934​$ (83,521)​$  - ​$ 1,165,589Cumulative effect adjustments due to adoption of new accounting standards and other ​​ ​​ ​ (879)​ ​ ​ (879)Net earnings ​​ ​​ ​ 229,296​ ​ ​ 229,296Other comprehensive income (loss) ​​ ​​ ​ ​​ (13,678)​ ​ (13,678)Share repurchases (279)​ (3)​ ​​ (50,109)​ ​ ​ (50,112)Surrender and retirement of stock to exercise option​ (2)​  - ​ (400)​ ​​ ​ ​ (400)Common stock issued for exercise of options 730​ 7​ 69,461​ (1,642)​ ​​ ​ 67,826Common stock issued for restricted stock awards 56​ 1​ (1)​ (2,229)​ ​​ ​ (2,228)Cash dividends ​​​​​ ​ (48,902)​ ​​ ​ (48,902)Stock-based compensation expense ​​​​​ 31,932​ ​​ ​ ​ 31,932Common stock issued to employee stock purchase plan 14​  - ​ 2,312​ ​​ ​ ​ 2,312Employee stock purchase plan expense ​​​​​ 435​ ​​ ​ ​ 435Balances at June 30, 2020 38,453​$ 385​$ 420,536​$ 1,057,470​$ (97,199)​$  - ​$ 1,381,192Cumulative effect adjustments due to adoption of new accounting standards and other ​​​​​ ​ (276)​ ​​ ​ (276)Non-controlling interest in Eminence​​​​​​ ​ ​ ​ 8,985​ 8,985Net earnings ​​​​​​​​ 140,410​ ​​​ (825)​ 139,585Other comprehensive income (loss) ​​​​​​​​ ​ 39,908​ 103​ 40,011Share repurchases (120)​ (1)​ ​​ (43,177)​ ​ ​ (43,178)Common stock issued for exercise of options 573​ 6​ 62,102​ (12,287)​ ​​ ​ 49,821Common stock issued for restricted stock awards 38​ 0 ​ 0 ​ (7,057)​ ​​ ​ (7,057)Cash dividends ​​​​​ ​ (49,622)​ ​​ ​ (49,622)Stock-based compensation expense ​​​​​ 48,065​ ​​ ​ ​ 48,065Common stock issued to employee stock purchase plan 11​ 0 ​ 2,791​ ​​ ​ ​ 2,791Employee stock purchase plan expense ​​​​​ 917​ ​​ ​ ​ 917Balances at June 30, 2021 38,955​$ 390​$ 534,411​$ 1,085,461​$ (57,291)​$ 8,263​$ 1,571,234Non-controlling interest in Eminence ​​​​​​​​​​​​​​​​​​  - Net earnings ​​​​​​​​​272,051 ​​​​​ (8,952)​​ 263,099Other comprehensive income (loss) ​​​​​​​​​​​​(17,909)​​ (70)​​ (17,979)Share repurchases (394)​​(4)​​​​​(160,946)​​​​​​​​ (160,950)Common stock issued for exercise of options 570​​6 ​​74,371 ​​(13,482)​​​​​​​​ 60,895Common stock issued for restricted stock awards 22​​0 ​​0 ​​(9,978)​​​​​​​​ (9,978)Cash dividends ​​​​​​​​​(50,185)​​​​​​​​ (50,185)Stock-based compensation expense ​​​​​​41,208 ​​​​​​​​​​​ 41,208Common stock issued to employee stock purchase plan 7​​0 ​​2,694 ​​​​​​​​​​​ 2,694Employee stock purchase plan expense ​​​​​​973 ​​​​​​​​​​​ 973Balances at June 30, 2022 39,160​$ 392​$ 653,657​$ 1,122,921​$ (75,200)​$ (759)​$ 1,701,011​See Notes to Consolidated Financial Statements.​49 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income(Loss)​Interest ​TotalBalances at June 30, 2019 37,934​$ 379​$ 316,797​$ 931,934​$ (83,521)​$  - ​$ 1,165,589Cumulative effect adjustments due to adoption of new accounting standards and other ​​ ​​ ​ (879)​ ​ ​ (879)Net earnings ​​ ​​ ​ 229,296​ ​ ​ 229,296Other comprehensive income (loss) ​​ ​​ ​ ​​ (13,678)​ ​ (13,678)Share repurchases (279)​ (3)​ ​​ (50,109)​ ​ ​ (50,112)Surrender and retirement of stock to exercise option​ (2)​  - ​ (400)​ ​​ ​ ​ (400)Common stock issued for exercise of options 730​ 7​ 69,461​ (1,642)​ ​​ ​ 67,826Common stock issued for restricted stock awards 56​ 1​ (1)​ (2,229)​ ​​ ​ (2,228)Cash dividends ​​​​​ ​ (48,902)​ ​​ ​ (48,902)Stock-based compensation expense ​​​​​ 31,932​ ​​ ​ ​ 31,932Common stock issued to employee stock purchase plan 14​  - ​ 2,312​ ​​ ​ ​ 2,312Employee stock purchase plan expense ​​​​​ 435​ ​​ ​ ​ 435Balances at June 30, 2020 38,453​$ 385​$ 420,536​$ 1,057,470​$ (97,199)​$  - ​$ 1,381,192Cumulative effect adjustments due to adoption of new accounting standards and other ​​​​​ ​ (276)​ ​​ ​ (276)Non-controlling interest in Eminence​​​​​​ ​ ​ ​ 8,985​ 8,985Net earnings ​​​​​​​​ 140,410​ ​​​ (825)​ 139,585Other comprehensive income (loss) ​​​​​​​​ ​ 39,908​ 103​ 40,011Share repurchases (120)​ (1)​ ​​ (43,177)​ ​ ​ (43,178)Common stock issued for exercise of options 573​ 6​ 62,102​ (12,287)​ ​​ ​ 49,821Common stock issued for restricted stock awards 38​ 0 ​ 0 ​ (7,057)​ ​​ ​ (7,057)Cash dividends ​​​​​ ​ (49,622)​ ​​ ​ (49,622)Stock-based compensation expense ​​​​​ 48,065​ ​​ ​ ​ 48,065Common stock issued to employee stock purchase plan 11​ 0 ​ 2,791​ ​​ ​ ​ 2,791Employee stock purchase plan expense ​​​​​ 917​ ​​ ​ ​ 917Balances at June 30, 2021 38,955​$ 390​$ 534,411​$ 1,085,461​$ (57,291)​$ 8,263​$ 1,571,234Non-controlling interest in Eminence ​​​​​​​​​​​​​​​​​​  - Net earnings ​​​​​​​​​272,051 ​​​​​ (8,952)​​ 263,099Other comprehensive income (loss) ​​​​​​​​​​​​(17,909)​​ (70)​​ (17,979)Share repurchases (394)​​(4)​​​​​(160,946)​​​​​​​​ (160,950)Common stock issued for exercise of options 570​​6 ​​74,371 ​​(13,482)​​​​​​​​ 60,895Common stock issued for restricted stock awards 22​​0 ​​0 ​​(9,978)​​​​​​​​ (9,978)Cash dividends ​​​​​​​​​(50,185)​​​​​​​​ (50,185)Stock-based compensation expense ​​​​​​41,208 ​​​​​​​​​​​ 41,208Common stock issued to employee stock purchase plan 7​​0 ​​2,694 ​​​​​​​​​​​ 2,694Employee stock purchase plan expense ​​​​​​973 ​​​​​​​​​​​ 973Balances at June 30, 2022 39,160​$ 392​$ 653,657​$ 1,122,921​$ (75,200)​$ (759)​$ 1,701,011​See Notes to Consolidated Financial Statements.​

**Current (2023):**

Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 180,571 ​ $ 172,567 Short-term available-for-sale investments ​ 23,739 ​ 74,462 Accounts receivable, less allowance for doubtful accounts of $4,738 and $2,568, respectively ​ 218,468 ​ 194,548 Inventories ​ 171,638 ​ 141,123 Other current assets ​ 27,066 ​ 22,856 Total current assets ​ 621,482 ​ 605,556 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 226,200 ​ 223,242 Right of use asset ​ 98,326 ​ 65,556 Goodwill ​ 872,737 ​ 822,101 Intangible assets, net ​ 534,645 ​ 531,522 Other assets ​ 285,302 ​ 46,828 Total assets ​ $ 2,638,692 ​ $ 2,294,805 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 25,679 ​ $ 33,865 Salaries, wages and related accruals ​ 36,747 ​ 61,953 Accrued expenses ​ 14,880 ​ 17,886 Contract liabilities ​ 23,069 ​ 23,406 Income taxes payable ​ 12,022 ​ 13,237 Operating lease liabilities - current ​ 11,199 ​ 11,928 Contingent consideration payable ​ 3,500 ​  -  Current portion of long-term debt obligations ​  -  ​ 12,500 Other current liabilities ​ 1,413 ​ 1,243 Total current liabilities ​ 128,509 ​ 176,018 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 88,982 ​ 98,994 Long-term debt obligations ​ 350,000 ​ 243,410 Long-term contingent consideration payable ​  -  ​ 5,000 Operating lease liabilities ​ 93,766 ​ 58,133 Other long-term liabilities ​ 10,919 ​ 12,239 ​ ​ ​ Bio-Techne's Shareholders' equity: ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding ​  -  ​  -  Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 157,641,914 and 156,644,212, respectively(1) issued outstanding ​ 1,576 ​ 1,566 Additional paid-in capital(1) ​ 721,543 ​ 652,467 Retained earnings(1) ​ 1,309,461 ​ 1,122,937 Accumulated other comprehensive loss ​ (66,064) ​ (75,200) Total Bio-Techne's shareholders' equity ​ 1,966,516 ​ 1,701,770 Noncontrolling interest ​  -  ​ (759) Total shareholders' equity ​ 1,966,516 ​ 1,701,011 Total liabilities and shareholders' equity ​ $ 2,638,692 ​ $ 2,294,805 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details. ​ See Notes to Consolidated Financial Statements. ​ 48 48 Table of ContentsCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares(1)​Amount(1)​Capital(1)​Earnings(1)​Income(Loss)​Interest ​TotalBalances at June 30, 2020 153,812​$ 1,538​$ 419,383​$ 1,057,470​$ (97,199)​$  - ​$ 1,381,192Cumulative effect adjustments due to adoption of new accounting standards and other ​​​​​​​​ (276)​ ​​ ​​ (276)Non-controlling interest in Eminence​​​​​​​​​ ​​ ​​ 8,985​​ 8,985Net earnings ​​​​​​​​ 140,410​ ​​​ (825)​ 139,585Other comprehensive income (loss) ​​​​​​​​ ​​ 39,908​ 103​ 40,011Share repurchases (480)​ (5)​ ​​ (43,173)​ ​​​​​ (43,178)Common stock issued for exercise of options 2,293​ 23​ 62,085​ (12,287)​ ​​​​​ 49,821Common stock issued for restricted stock awards 153​ 2​ (2)​ (7,057)​ ​​​​​ (7,057)Cash dividends ​​​​​​​​ (49,622)​ ​​​​​ (49,622)Stock-based compensation expense ​​​​​ 48,065​ ​​ ​​​​​ 48,065Common stock issued to employee stock purchase plan 44​ 0​ 2,791​ ​​ ​​​​​ 2,791Employee stock purchase plan expense ​​​​​ 917​ ​​ ​​​​​ 917Balances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​​ 272,051​​​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​​​​​ (17,909)​​ (70)​ (17,979)Share repurchases (1,577)​​ (16)​​​​​ (160,934)​​​​​​​ (160,950)Common stock issued for exercise of options 2,282​​ 23​​ 74,354​​ (13,482)​​​​​​​ 60,895Common stock issued for restricted stock awards 89​​ 1​​ (1)​​ (9,978)​​​​​​​ (9,978)Cash dividends ​​​​​​​​​ (50,185)​​​​​​​ (50,185)Stock-based compensation expense ​​​​​​ 41,208​​​​​​​​​​ 41,208Common stock issued to employee stock purchase plan 28​​0​​ 2,694​​​​​​​​​​ 2,694Employee stock purchase plan expense ​​​​​​ 973​​​​​​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​​285,263 ​​​​​ 179​​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​8,984 ​​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​ 1​​ 4,905​​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$  - ​$ 1,966,516​(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.​See Notes to Consolidated Financial Statements.​49 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares(1)​Amount(1)​Capital(1)​Earnings(1)​Income(Loss)​Interest ​TotalBalances at June 30, 2020 153,812​$ 1,538​$ 419,383​$ 1,057,470​$ (97,199)​$  - ​$ 1,381,192Cumulative effect adjustments due to adoption of new accounting standards and other ​​​​​​​​ (276)​ ​​ ​​ (276)Non-controlling interest in Eminence​​​​​​​​​ ​​ ​​ 8,985​​ 8,985Net earnings ​​​​​​​​ 140,410​ ​​​ (825)​ 139,585Other comprehensive income (loss) ​​​​​​​​ ​​ 39,908​ 103​ 40,011Share repurchases (480)​ (5)​ ​​ (43,173)​ ​​​​​ (43,178)Common stock issued for exercise of options 2,293​ 23​ 62,085​ (12,287)​ ​​​​​ 49,821Common stock issued for restricted stock awards 153​ 2​ (2)​ (7,057)​ ​​​​​ (7,057)Cash dividends ​​​​​​​​ (49,622)​ ​​​​​ (49,622)Stock-based compensation expense ​​​​​ 48,065​ ​​ ​​​​​ 48,065Common stock issued to employee stock purchase plan 44​ 0​ 2,791​ ​​ ​​​​​ 2,791Employee stock purchase plan expense ​​​​​ 917​ ​​ ​​​​​ 917Balances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​​ 272,051​​​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​​​​​ (17,909)​​ (70)​ (17,979)Share repurchases (1,577)​​ (16)​​​​​ (160,934)​​​​​​​ (160,950)Common stock issued for exercise of options 2,282​​ 23​​ 74,354​​ (13,482)​​​​​​​ 60,895Common stock issued for restricted stock awards 89​​ 1​​ (1)​​ (9,978)​​​​​​​ (9,978)Cash dividends ​​​​​​​​​ (50,185)​​​​​​​ (50,185)Stock-based compensation expense ​​​​​​ 41,208​​​​​​​​​​ 41,208Common stock issued to employee stock purchase plan 28​​0​​ 2,694​​​​​​​​​​ 2,694Employee stock purchase plan expense ​​​​​​ 973​​​​​​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​​285,263 ​​​​​ 179​​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​8,984 ​​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​ 1​​ 4,905​​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$  - ​$ 1,966,516​(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.​See Notes to Consolidated Financial Statements.​

---

## Modified: Income(Loss)

**Key changes:**

- Reworded sentence: "​ Interest ​ Total Balances at June 30, 2020 153,812 ​ $ 1,538 ​ $ 419,383 ​ $ 1,057,470 ​ $ (97,199) ​ $  -  ​ $ 1,381,192 Cumulative effect adjustments due to adoption of new accounting standards and other ​ ​ ​ ​ ​ ​ ​ ​ (276) ​ ​ ​ ​ ​ (276) Non-controlling interest in Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,985 ​ ​ 8,985 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 140,410 ​ ​ ​ ​ (825) ​ 139,585 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39,908 ​ 103 ​ 40,011 Share repurchases (480) ​ (5) ​ ​ ​ (43,173) ​ ​ ​ ​ ​ ​ (43,178) Common stock issued for exercise of options 2,293 ​ 23 ​ 62,085 ​ (12,287) ​ ​ ​ ​ ​ ​ 49,821 Common stock issued for restricted stock awards 153 ​ 2 ​ (2) ​ (7,057) ​ ​ ​ ​ ​ ​ (7,057) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (49,622) ​ ​ ​ ​ ​ ​ (49,622) Stock-based compensation expense ​ ​ ​ ​ ​ 48,065 ​ ​ ​ ​ ​ ​ ​ ​ 48,065 Common stock issued to employee stock purchase plan 44 ​ 0 ​ 2,791 ​ ​ ​ ​ ​ ​ ​ ​ 2,791 Employee stock purchase plan expense ​ ​ ​ ​ ​ 917 ​ ​ ​ ​ ​ ​ ​ ​ 917 Balances at June 30, 2021 155,822 ​ $ 1,558 ​ $ 533,239 ​ $ 1,085,465 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ ​ (8,952) ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ ​ (70) ​ (17,979) Share repurchases (1,577) ​ ​ (16) ​ ​ ​ ​ ​ (160,934) ​ ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 2,282 ​ ​ 23 ​ ​ 74,354 ​ ​ (13,482) ​ ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 89 ​ ​ 1 ​ ​ (1) ​ ​ (9,978) ​ ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 28 ​ ​ 0 ​ ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 Reclassification of cumulative translation adjustment for Eminence to non-operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 152 ​ ​ (33) ​ ​ 119 Elimination of noncontrolling equity interest from sale of Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 613 ​ ​ 613 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ ​ 179 ​ ​ 285,442 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ ​ ​ 8,984 Share repurchases (222) ​ ​ (2) ​ ​ ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ ​ 10 ​ ​ 24,942 ​ ​ (22,163) ​ ​ ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ ​ 1 ​ ​ (1) ​ ​ (6,731) ​ ​ ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ ​ 1 ​ ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $  -  ​ $ 1,966,516 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022."

**Prior (2022):**

​ Interest ​ Total Balances at June 30, 2019 37,934 ​ $ 379 ​ $ 316,797 ​ $ 931,934 ​ $ (83,521) ​ $  -  ​ $ 1,165,589 Cumulative effect adjustments due to adoption of new accounting standards and other ​ ​ ​ ​ ​ (879) ​ ​ ​ (879) Net earnings ​ ​ ​ ​ ​ 229,296 ​ ​ ​ 229,296 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ (13,678) ​ ​ (13,678) Share repurchases (279) ​ (3) ​ ​ ​ (50,109) ​ ​ ​ (50,112) Surrender and retirement of stock to exercise option ​ (2) ​  -  ​ (400) ​ ​ ​ ​ ​ (400) Common stock issued for exercise of options 730 ​ 7 ​ 69,461 ​ (1,642) ​ ​ ​ ​ 67,826 Common stock issued for restricted stock awards 56 ​ 1 ​ (1) ​ (2,229) ​ ​ ​ ​ (2,228) Cash dividends ​ ​ ​ ​ ​ ​ (48,902) ​ ​ ​ ​ (48,902) Stock-based compensation expense ​ ​ ​ ​ ​ 31,932 ​ ​ ​ ​ ​ 31,932 Common stock issued to employee stock purchase plan 14 ​  -  ​ 2,312 ​ ​ ​ ​ ​ 2,312 Employee stock purchase plan expense ​ ​ ​ ​ ​ 435 ​ ​ ​ ​ ​ 435 Balances at June 30, 2020 38,453 ​ $ 385 ​ $ 420,536 ​ $ 1,057,470 ​ $ (97,199) ​ $  -  ​ $ 1,381,192 Cumulative effect adjustments due to adoption of new accounting standards and other ​ ​ ​ ​ ​ ​ (276) ​ ​ ​ ​ (276) Non-controlling interest in Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,985 ​ 8,985 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 140,410 ​ ​ ​ ​ (825) ​ 139,585 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ 39,908 ​ 103 ​ 40,011 Share repurchases (120) ​ (1) ​ ​ ​ (43,177) ​ ​ ​ (43,178) Common stock issued for exercise of options 573 ​ 6 ​ 62,102 ​ (12,287) ​ ​ ​ ​ 49,821 Common stock issued for restricted stock awards 38 ​ 0 ​ 0 ​ (7,057) ​ ​ ​ ​ (7,057) Cash dividends ​ ​ ​ ​ ​ ​ (49,622) ​ ​ ​ ​ (49,622) Stock-based compensation expense ​ ​ ​ ​ ​ 48,065 ​ ​ ​ ​ ​ 48,065 Common stock issued to employee stock purchase plan 11 ​ 0 ​ 2,791 ​ ​ ​ ​ ​ 2,791 Employee stock purchase plan expense ​ ​ ​ ​ ​ 917 ​ ​ ​ ​ ​ 917 Balances at June 30, 2021 38,955 ​ $ 390 ​ $ 534,411 ​ $ 1,085,461 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Non-controlling interest in Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​  -  Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ ​ (8,952) ​ ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ ​ (70) ​ ​ (17,979) Share repurchases (394) ​ ​ (4) ​ ​ ​ ​ ​ (160,946) ​ ​ ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 570 ​ ​ 6 ​ ​ 74,371 ​ ​ (13,482) ​ ​ ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 22 ​ ​ 0 ​ ​ 0 ​ ​ (9,978) ​ ​ ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 7 ​ ​ 0 ​ ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 39,160 ​ $ 392 ​ $ 653,657 ​ $ 1,122,921 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 ​ See Notes to Consolidated Financial Statements. ​ 49 49 Table of ContentsCONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​Year Ended June 30, ​202220212020CASH FLOWS FROM OPERATING ACTIVITIES:​ ​ ​ Net earnings, including noncontrolling interest$ 263,099$ 139,585$ 229,296Adjustments to reconcile net earnings to net cash provided by operating activities: ​ Depreciation and amortization 101,069 87,747 82,737Costs recognized on sale of acquired inventory 1,596 1,565  - Deferred income taxes 6,816 (27,431) 13,130Stock-based compensation expense 42,183 48,982 32,367Fair value adjustment to contingent consideration payable (20,400) 5,300 (905)Contingent consideration payments - operating (3,300) (337) (958)Fair value adjustment on available for sale investments (15,002) 67,879 (137,527)Asset impairment restructuring​ 546​  - ​  - Eminence impairment​ 18,715​  - ​  - Leases, net (1,201) 75 225Gain on escrow settlement  -   -  (7,170)Other operating activity 668 (464) (732)Change in operating assets and operating liabilities, net of acquisition: ​ Trade accounts and other receivables, net (57,596) (15,549) 6,556Inventories (32,007) (7,140) (14,861)Prepaid expenses (3,082) (1,101) (2,605)Trade accounts payable, accrued expenses, contract liabilities, and other 12,741 19,091 10,343Salaries, wages and related accruals 7,760 20,536 2,552Income taxes payable 2,667 13,426 (7,231)Net cash provided by (used in) operating activities 325,272 352,164 205,217​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of available-for-sale investments 26,055 66,377 147,120Purchases of available-for-sale investments (52,998) (39,684) (70,187)Additions to property and equipment (44,908) (44,301) (51,744)Acquisitions, net of cash acquired  -  (225,352)  - Investment in unconsolidated entity, net​  - ​ (556) 1,906Investment of forward purchase contract (25,000)  - ​  - Net cash provided by (used in) investing activities (96,851) (243,516) 27,095​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (50,185) (49,622) (48,902)Proceeds from stock option exercises 77,155 65,092 70,983Re-purchases of common stock (160,950) (43,178) (50,112)Borrowings under line-of-credit agreement 90,000 256,000 40,000Payments on line-of-credit (175,500) (271,500) (188,500)Contingent consideration payments - financing (700)  -  (3,400)Taxes paid on RSUs and net share settlements​ (23,461)​ (19,343)​ (3,872)Other financing activity 788  -   - Net cash provided by (used in) financing activities (242,853) (62,551) (183,802)​​​​​​​Effect of exchange rate changes on cash and cash equivalents (12,092) 6,369 (2,771)Net change in cash and cash equivalents (26,524) 52,466 45,739Cash and cash equivalents at beginning of period 199,091 146,625 100,886Cash and cash equivalents at end of period$ 172,567$ 199,091$ 146,625​See Notes to Consolidated Financial Statements.​50 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​Year Ended June 30, ​202220212020CASH FLOWS FROM OPERATING ACTIVITIES:​ ​ ​ Net earnings, including noncontrolling interest$ 263,099$ 139,585$ 229,296Adjustments to reconcile net earnings to net cash provided by operating activities: ​ Depreciation and amortization 101,069 87,747 82,737Costs recognized on sale of acquired inventory 1,596 1,565  - Deferred income taxes 6,816 (27,431) 13,130Stock-based compensation expense 42,183 48,982 32,367Fair value adjustment to contingent consideration payable (20,400) 5,300 (905)Contingent consideration payments - operating (3,300) (337) (958)Fair value adjustment on available for sale investments (15,002) 67,879 (137,527)Asset impairment restructuring​ 546​  - ​  - Eminence impairment​ 18,715​  - ​  - Leases, net (1,201) 75 225Gain on escrow settlement  -   -  (7,170)Other operating activity 668 (464) (732)Change in operating assets and operating liabilities, net of acquisition: ​ Trade accounts and other receivables, net (57,596) (15,549) 6,556Inventories (32,007) (7,140) (14,861)Prepaid expenses (3,082) (1,101) (2,605)Trade accounts payable, accrued expenses, contract liabilities, and other 12,741 19,091 10,343Salaries, wages and related accruals 7,760 20,536 2,552Income taxes payable 2,667 13,426 (7,231)Net cash provided by (used in) operating activities 325,272 352,164 205,217​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of available-for-sale investments 26,055 66,377 147,120Purchases of available-for-sale investments (52,998) (39,684) (70,187)Additions to property and equipment (44,908) (44,301) (51,744)Acquisitions, net of cash acquired  -  (225,352)  - Investment in unconsolidated entity, net​  - ​ (556) 1,906Investment of forward purchase contract (25,000)  - ​  - Net cash provided by (used in) investing activities (96,851) (243,516) 27,095​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (50,185) (49,622) (48,902)Proceeds from stock option exercises 77,155 65,092 70,983Re-purchases of common stock (160,950) (43,178) (50,112)Borrowings under line-of-credit agreement 90,000 256,000 40,000Payments on line-of-credit (175,500) (271,500) (188,500)Contingent consideration payments - financing (700)  -  (3,400)Taxes paid on RSUs and net share settlements​ (23,461)​ (19,343)​ (3,872)Other financing activity 788  -   - Net cash provided by (used in) financing activities (242,853) (62,551) (183,802)​​​​​​​Effect of exchange rate changes on cash and cash equivalents (12,092) 6,369 (2,771)Net change in cash and cash equivalents (26,524) 52,466 45,739Cash and cash equivalents at beginning of period 199,091 146,625 100,886Cash and cash equivalents at end of period$ 172,567$ 199,091$ 146,625​See Notes to Consolidated Financial Statements.​

**Current (2023):**

​ Interest ​ Total Balances at June 30, 2020 153,812 ​ $ 1,538 ​ $ 419,383 ​ $ 1,057,470 ​ $ (97,199) ​ $  -  ​ $ 1,381,192 Cumulative effect adjustments due to adoption of new accounting standards and other ​ ​ ​ ​ ​ ​ ​ ​ (276) ​ ​ ​ ​ ​ (276) Non-controlling interest in Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,985 ​ ​ 8,985 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 140,410 ​ ​ ​ ​ (825) ​ 139,585 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39,908 ​ 103 ​ 40,011 Share repurchases (480) ​ (5) ​ ​ ​ (43,173) ​ ​ ​ ​ ​ ​ (43,178) Common stock issued for exercise of options 2,293 ​ 23 ​ 62,085 ​ (12,287) ​ ​ ​ ​ ​ ​ 49,821 Common stock issued for restricted stock awards 153 ​ 2 ​ (2) ​ (7,057) ​ ​ ​ ​ ​ ​ (7,057) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (49,622) ​ ​ ​ ​ ​ ​ (49,622) Stock-based compensation expense ​ ​ ​ ​ ​ 48,065 ​ ​ ​ ​ ​ ​ ​ ​ 48,065 Common stock issued to employee stock purchase plan 44 ​ 0 ​ 2,791 ​ ​ ​ ​ ​ ​ ​ ​ 2,791 Employee stock purchase plan expense ​ ​ ​ ​ ​ 917 ​ ​ ​ ​ ​ ​ ​ ​ 917 Balances at June 30, 2021 155,822 ​ $ 1,558 ​ $ 533,239 ​ $ 1,085,465 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ ​ (8,952) ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ ​ (70) ​ (17,979) Share repurchases (1,577) ​ ​ (16) ​ ​ ​ ​ ​ (160,934) ​ ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 2,282 ​ ​ 23 ​ ​ 74,354 ​ ​ (13,482) ​ ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 89 ​ ​ 1 ​ ​ (1) ​ ​ (9,978) ​ ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 28 ​ ​ 0 ​ ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 Reclassification of cumulative translation adjustment for Eminence to non-operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 152 ​ ​ (33) ​ ​ 119 Elimination of noncontrolling equity interest from sale of Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 613 ​ ​ 613 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ ​ 179 ​ ​ 285,442 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ ​ ​ 8,984 Share repurchases (222) ​ ​ (2) ​ ​ ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ ​ 10 ​ ​ 24,942 ​ ​ (22,163) ​ ​ ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ ​ 1 ​ ​ (1) ​ ​ (6,731) ​ ​ ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ ​ 1 ​ ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $  -  ​ $ 1,966,516 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details. ​ See Notes to Consolidated Financial Statements. ​ 49 49 Table of ContentsCONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​ ​​​​​​​​Year Ended June 30, ​​202320222021CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442$ 263,099$ 139,585Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 107,238 101,069 87,747Costs recognized on sale of acquired inventory​ 400 1,596 1,565Deferred income taxes​ (29,567) 6,816 (27,431)Stock-based compensation expense​ 39,230 42,183 48,982Fair value adjustment to contingent consideration payable​ (12,100) (20,400) 5,300Contingent consideration payments - operating​  -  (3,300) (337)Gain on sale of CCXI investment​ (37,176)  -   - Fair value adjustment on available-for-sale investments​ (472) (15,002) 67,879(Gain) loss on equity method investment​​ 1,143​  - ​  - Asset impairment restructuring​​  - ​ 546​  - Eminence impairment​​  - ​ 18,715​  - Gain on sale of Eminence​​ (11,682)​  - ​  - Leases, net​ 2,059 (1,201) 75Other operating activity​ 455 668 (464)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​ Trade accounts and other receivables, net​ (20,867) (57,596) (15,549)Inventories​ (30,167) (32,007) (7,140)Prepaid expenses​ (4,585) (3,082) (1,101)Trade accounts payable, accrued expenses, contract liabilities, and other​ (7,908) 12,741 19,091Salaries, wages and related accruals​ (24,558) 7,760 20,536Income taxes payable​ (2,492) 2,667 13,426Net cash provided by (used in) operating activities​ 254,393 325,272 352,164​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from maturities of available-for-sale investments​ 35,236 26,055 66,377Purchases of available-for-sale investments​ (20,500) (52,998) (39,684)Proceeds from sale of CCXI investment​​ 73,219​  - ​  - Additions to property and equipment​ (38,244) (44,908) (44,301)Acquisitions, net of cash acquired​ (101,184)  -  (225,352)Investment in unconsolidated entity, net​​  - ​  -  (556)Proceeds from sale of Eminence​ 17,824  - ​  - Investment of forward purchase contract​​  - ​ (25,000)​  - Investment in Wilson Wolf​​ (232,000)​  - ​  - Net cash provided by (used in) investing activities​ (265,649) (96,851) (243,516)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,285) (50,185) (49,622)Proceeds from stock option exercises​ 29,813 77,155 65,092Re-purchases of common stock​ (19,562) (160,950) (43,178)Borrowings under line-of-credit agreement​ 619,661 90,000 256,000Repayments of long-term debt​ (525,661) (175,500) (271,500)Contingent consideration payments - financing​  -  (700)  - Taxes paid on RSUs and net share settlements​​ (28,893)​ (23,461)​ (19,343)Other financing activity​ (2,457) 788  - Net cash provided by (used in) financing activities​ 22,616 (242,853) (62,551)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (3,356) (12,092) 6,369Net change in cash and cash equivalents​ 8,004 (26,524) 52,466Cash and cash equivalents at beginning of period​ 172,567 199,091 146,625Cash and cash equivalents at end of period​$ 180,571$ 172,567$ 199,091​​​​​​​​​See Notes to Consolidated Financial Statements.​50 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​ ​​​​​​​​Year Ended June 30, ​​202320222021CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442$ 263,099$ 139,585Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 107,238 101,069 87,747Costs recognized on sale of acquired inventory​ 400 1,596 1,565Deferred income taxes​ (29,567) 6,816 (27,431)Stock-based compensation expense​ 39,230 42,183 48,982Fair value adjustment to contingent consideration payable​ (12,100) (20,400) 5,300Contingent consideration payments - operating​  -  (3,300) (337)Gain on sale of CCXI investment​ (37,176)  -   - Fair value adjustment on available-for-sale investments​ (472) (15,002) 67,879(Gain) loss on equity method investment​​ 1,143​  - ​  - Asset impairment restructuring​​  - ​ 546​  - Eminence impairment​​  - ​ 18,715​  - Gain on sale of Eminence​​ (11,682)​  - ​  - Leases, net​ 2,059 (1,201) 75Other operating activity​ 455 668 (464)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​ Trade accounts and other receivables, net​ (20,867) (57,596) (15,549)Inventories​ (30,167) (32,007) (7,140)Prepaid expenses​ (4,585) (3,082) (1,101)Trade accounts payable, accrued expenses, contract liabilities, and other​ (7,908) 12,741 19,091Salaries, wages and related accruals​ (24,558) 7,760 20,536Income taxes payable​ (2,492) 2,667 13,426Net cash provided by (used in) operating activities​ 254,393 325,272 352,164​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from maturities of available-for-sale investments​ 35,236 26,055 66,377Purchases of available-for-sale investments​ (20,500) (52,998) (39,684)Proceeds from sale of CCXI investment​​ 73,219​  - ​  - Additions to property and equipment​ (38,244) (44,908) (44,301)Acquisitions, net of cash acquired​ (101,184)  -  (225,352)Investment in unconsolidated entity, net​​  - ​  -  (556)Proceeds from sale of Eminence​ 17,824  - ​  - Investment of forward purchase contract​​  - ​ (25,000)​  - Investment in Wilson Wolf​​ (232,000)​  - ​  - Net cash provided by (used in) investing activities​ (265,649) (96,851) (243,516)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,285) (50,185) (49,622)Proceeds from stock option exercises​ 29,813 77,155 65,092Re-purchases of common stock​ (19,562) (160,950) (43,178)Borrowings under line-of-credit agreement​ 619,661 90,000 256,000Repayments of long-term debt​ (525,661) (175,500) (271,500)Contingent consideration payments - financing​  -  (700)  - Taxes paid on RSUs and net share settlements​​ (28,893)​ (23,461)​ (19,343)Other financing activity​ (2,457) 788  - Net cash provided by (used in) financing activities​ 22,616 (242,853) (62,551)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (3,356) (12,092) 6,369Net change in cash and cash equivalents​ 8,004 (26,524) 52,466Cash and cash equivalents at beginning of period​ 172,567 199,091 146,625Cash and cash equivalents at end of period​$ 180,571$ 172,567$ 199,091​​​​​​​​​See Notes to Consolidated Financial Statements.​

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 ​ 2022 ​ 2021 Euro ​ ​ ​ High ​ $ 1.10 ​ $ 1.19 ​ $ 1.23 Low ​ 0.98 ​ 1.05 ​ 1.16 Average ​ 1.05 ​ 1.12 ​ 1.20 British pound sterling ​ ​ ​ ​ ​ High ​ $ 1.27 ​ $ 1.39 ​ $ 1.42 Low ​ 1.11 ​ 1.21 ​ 1.29 Average ​ 1.21 ​ 1.32 ​ 1.35 Chinese yuan ​ ​ ​ ​ ​ High ​ $ 0.15 ​ $ 0.16 ​ $ 0.16 Low ​ 0.14 ​ 0.15 ​ 0.14 Average ​ 0.14 ​ 0.15 ​ 0.15 Canadian dollar ​ ​ ​ ​ ​ High ​ $ 0.78 ​ $ 0.81 ​ $ 0.83 Low ​ 0.73 ​ 0.78 ​ 0.75 Average ​ 0.74 ​ 0.79 ​ 0.78 ​ The Company's exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency."
- Reworded sentence: "dollar from June 30, 2023 levels against the euro, British pound sterling, Chinese yuan and Canadian dollar are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Decrease in translation of earnings of foreign subsidiaries $ 10,101 Decrease in translation of net assets of foreign subsidiaries ​ 90,354 Additional transaction losses ​ 4,593 ​ ​ ​ 46 46 Table of ContentsITEM 8."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 203,834 ​ $ 195,328 ​ $ 159,489 Diagnostics and Genomics ​ 101,805 ​ 93,578 ​ 75,160 Total segment expenses ​ 305,639 ​ 288,906 ​ 234,649 Amortization of intangibles ​ 32,076 ​ 32,492 ​ 27,788 Acquisition related expenses ​ (9,965) ​ (19,082) ​ 7,097 Eminence Impairment(1) ​ ​  -  ​ ​ 18,715 ​ ​  -  Restructuring costs ​ 3,829 ​ 1,640 ​ 142 Stock-based compensation ​ 40,269 ​ 45,085 ​ 50,200 Corporate selling, general and administrative expenses ​ 6,530 ​ 5,010 ​ 5,075 Total selling, general and administrative expenses ​ $ 378,378 ​ $ 372,766 ​ $ 324,951 (1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ 2023 2022 2021 ​ ​ ​ ​ United States ​ $ 642,465 ​ $ 614,107 ​ $ 502,080 EMEA, excluding United Kingdom ​ 220,230 ​ 219,055 ​ 204,264 United Kingdom ​ 49,457 ​ 48,637 ​ 40,945 APAC, excluding Greater China ​ 73,190 ​ 76,139 ​ 69,013 Greater China ​ 113,868 ​ 112,438 ​ 87,556 Rest of World ​ 37,492 ​ 35,223 ​ 27,174 Net Sales ​ $ 1,136,702 ​ $ 1,105,599 ​ $ 931,032 ​ ​"

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences 75.3 % 75.5 % 76.0 % Diagnostics and Genomics 61.2 % 63.1 % 60.5 % ​ The change in the Protein Sciences segment's gross margin percentage for fiscal 2023 as compared to fiscal 2022 and 2021 was primarily attributable to mix of product sales within the segment."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 58,251 ​ $ 56,370 ​ $ 46,361 Diagnostics and Genomics ​ 34,242 ​ 30,770 ​ 24,242 Total segment expenses ​ 92,493 ​ 87,140 ​ 70,603 Unallocated corporate expenses ​  -  ​  -  ​  -  Total research and development expenses ​ $ 92,493 ​ $ 87,140 ​ $ 70,603 ​"

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

---

## Modified: RECENT ACQUISITIONS

**Key changes:**

- Reworded sentence: "As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones."

**Prior (2022):**

A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. The Company did not make any acquisitions in fiscal year 2022. As disclosed in Note 1, the Company made a $25 million investment in a forward contract, which allows the Company to acquire Wilson Wolf based on certain revenue or EBITDA thresholds being met. As further disclosed in Note 13, the Company closed on the acquisition of Namocell, Inc on July 1, 2022.

**Current (2023):**

A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones. We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023.

---

## Modified: Useful Life

**Key changes:**

- Reworded sentence: "​ June 30, ​ ​ (years) ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 616,311 ​ $ 542,038 Trade names 2 - 20 ​ 146,945 ​ 146,457 Customer relationships 7 - 16 ​ 213,878 ​ 225,882 Patents 10 10 ​ 3,815 ​ 3,313 Other intangibles 5 - 15 ​ 11,566 ​ 6,306 Definite-lived intangible assets ​ ​ ​ 992,515 ​ 923,996 Accumulated amortization ​ ​ ​ (480,570) ​ (415,174) Definite-lived intangibles assets, net ​ ​ ​ 511,945 ​ 508,822 In process research and development ​ ​ ​ 22,700 ​ 22,700 Total intangible assets, net ​ ​ ​ $ 534,645 ​ $ 531,522 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 531,522 ​ $ 615,968 Acquisitions ​ 75,600 ​  -  Other additions(1) ​ 5,710 ​ 293 Amortization expense ​ (77,491) ​ (74,147) Currency translation ​ ​ (696) ​ ​ (2,029) Eminence impairment ​ ​  -  ​ ​ (8,563) Ending balance ​ $ 534,645 ​ $ 531,522 ​ (1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023."
- Reworded sentence: "Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5.61 Table of Contents Table of Contents Table of Contents The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands):​​​​2024 $ 75,3312025​ 72,0562026​ 68,0892027​ 57,9202028​ 54,470Thereafter​ 184,079Total​$ 511,945​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2021 $ 392,717​$ 450,350​$ 843,067Acquisitions​  - ​​ (4,407)​ (4,407)Eminence impairment​​ (8,275)​​  - ​​ (8,275)Currency translation​ (7,949)​​ (335)​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​  - ​​ 51,257Currency translation​ (723)​​ 102​​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737​Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2023​2022​​​​​​​Investment in Wilson Wolf​$ 255,857​$ 25,000Derivative instruments​​ 16,857​​ 11,026Long-term inventory​​ 5,387​​ 5,111Other​ 7,201​ 5,691Other assets​$ 285,302​$ 46,828​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Income taxes paid​$ 88,428​$ 30,341​$ 20,952Interest paid​ 8,368​ 11,027​ 13,576Non-cash activities:​ ​​ ​ Acquisition-related liabilities (1)​ 12,100​ 20,400​ 23,600Other intangibles (2)​  - ​  - ​ 4,000(1)Consists of holdback payments due at future dates and liabilities for contingent consideration."
- Reworded sentence: "Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5."

**Prior (2022):**

​ June 30, ​ ​ (years) ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 542,038 ​ $ 552,160 Trade names 2 - 20 ​ 146,457 ​ 147,640 Customer relationships 7 - 16 ​ 225,882 ​ 232,493 Patents 10 10 ​ 3,313 ​ 2,926 Other intangibles 5 - 15 ​ 6,306 ​ 6,316 Definite-lived intangible assets ​ ​ ​ 923,996 ​ 941,535 Accumulated amortization ​ ​ ​ (415,174) ​ (348,267) Definite-lived intangibles assets, net ​ ​ ​ 508,822 ​ 593,268 In process research and development ​ ​ ​ 22,700 ​ 22,700 Total intangible assets, net ​ ​ ​ $ 531,522 ​ $ 615,968 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 615,968 ​ $ 516,545 Acquisitions ​  -  ​ 153,311 Other additions ​ 293 ​ 5,912 Amortization expense ​ (74,147) ​ (64,940) Currency translation ​ ​ (2,029) ​ ​ 5,140 Eminence impairment (1) ​ (8,563) ​  -  Ending balance ​ $ 531,522 ​ $ 615,968 (1) As disclosed in Note 1, the Company recorded an impairment charge of $8.6 million related to Eminence in Q2 of fiscal 2022. ​ Amortization expense related to developed technologies included in cost of sales was $40.6 million, $36.5 million, and $34.5 million in fiscal 2022, 2021, and 2020, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.5 million, $28.4 million, and $26.6 million, in fiscal 2022, 2021, and 2020 respectively. The estimated future amortization expense for intangible assets as of June 30, 2022, excluding any possible future amortization associated with acquired IPR&D which has not met technological feasibility, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 $ 71,366 2024 ​ 68,702 2025 ​ 65,266 2026 ​ 61,689 2027 ​ 51,771 Thereafter ​ 190,028 Total ​ $ 508,822 ​ ​ 60 60 Table of Contents​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2020 $ 373,081 $ 355,229 $ 728,310Acquisitions (Note 4)​ 7,848​ 94,970​ 102,818Currency translation​ 11,788​ 151​ 11,939June 30, 2021​$ 392,717​$ 450,350​$ 843,067Acquisitions(1)​  - ​​ (4,407)​​ (4,407)Eminence impairment​​ (8,275)​​  - ​​ (8,275)Currency translation​ (7,949)​​ (335)​​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101​(1)As discussed in Note 4, there was an adjustment to the preliminary allocation of the Asuragen acquisition opening balance sheet during the measurement period.​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2022 2021 2020Income taxes paid​$ 30,341​$ 20,952​$ 41,992Interest paid​ 11,027​ 13,576​ 18,615Non-cash activities:​ ​​ ​ Acquisition-related liabilities(1)​ 20,400​ 23,600​ (2,105)Other intangibles(2)​  - ​ 4,000​  - (1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5.(2)$4.0 million of the third party patented technology acquired in fiscal 2021 was a non-cash activity within the consolidated statement of cash flows as a cash payment was not made within the fiscal year ended June 30, 2021.​Note 4. Acquisitions:We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included in our consolidated statements of comprehensive income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred.There were no acquisitions in fiscal 2022 or fiscal 2020. 61 Table of Contents Table of Contents Table of Contents ​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2020 $ 373,081 $ 355,229 $ 728,310Acquisitions (Note 4)​ 7,848​ 94,970​ 102,818Currency translation​ 11,788​ 151​ 11,939June 30, 2021​$ 392,717​$ 450,350​$ 843,067Acquisitions(1)​  - ​​ (4,407)​​ (4,407)Eminence impairment​​ (8,275)​​  - ​​ (8,275)Currency translation​ (7,949)​​ (335)​​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101​(1)As discussed in Note 4, there was an adjustment to the preliminary allocation of the Asuragen acquisition opening balance sheet during the measurement period.​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2022 2021 2020Income taxes paid​$ 30,341​$ 20,952​$ 41,992Interest paid​ 11,027​ 13,576​ 18,615Non-cash activities:​ ​​ ​ Acquisition-related liabilities(1)​ 20,400​ 23,600​ (2,105)Other intangibles(2)​  - ​ 4,000​  - (1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5.(2)$4.0 million of the third party patented technology acquired in fiscal 2021 was a non-cash activity within the consolidated statement of cash flows as a cash payment was not made within the fiscal year ended June 30, 2021.​Note 4. Acquisitions:We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included in our consolidated statements of comprehensive income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred.There were no acquisitions in fiscal 2022 or fiscal 2020. ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Genomics ​ Total June 30, 2020 $ 373,081 $ 355,229 $ 728,310 Acquisitions (Note 4) ​ 7,848 ​ 94,970 ​ 102,818 Currency translation ​ 11,788 ​ 151 ​ 11,939 June 30, 2021 ​ $ 392,717 ​ $ 450,350 ​ $ 843,067 Acquisitions(1) ​  -  ​ ​ (4,407) ​ ​ (4,407) Eminence impairment ​ ​ (8,275) ​ ​  -  ​ ​ (8,275) Currency translation ​ (7,949) ​ ​ (335) ​ ​ (8,284) June 30, 2022 ​ $ 376,493 ​ $ 445,608 ​ $ 822,101 ​ (1)As discussed in Note 4, there was an adjustment to the preliminary allocation of the Asuragen acquisition opening balance sheet during the measurement period. ​ Supplemental Cash Flow Information: Supplemental cash flow information was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ June 30, ​ ​ (years) ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 616,311 ​ $ 542,038 Trade names 2 - 20 ​ 146,945 ​ 146,457 Customer relationships 7 - 16 ​ 213,878 ​ 225,882 Patents 10 10 ​ 3,815 ​ 3,313 Other intangibles 5 - 15 ​ 11,566 ​ 6,306 Definite-lived intangible assets ​ ​ ​ 992,515 ​ 923,996 Accumulated amortization ​ ​ ​ (480,570) ​ (415,174) Definite-lived intangibles assets, net ​ ​ ​ 511,945 ​ 508,822 In process research and development ​ ​ ​ 22,700 ​ 22,700 Total intangible assets, net ​ ​ ​ $ 534,645 ​ $ 531,522 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 531,522 ​ $ 615,968 Acquisitions ​ 75,600 ​  -  Other additions(1) ​ 5,710 ​ 293 Amortization expense ​ (77,491) ​ (74,147) Currency translation ​ ​ (696) ​ ​ (2,029) Eminence impairment ​ ​  -  ​ ​ (8,563) Ending balance ​ $ 534,645 ​ $ 531,522 ​ (1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively. 60 60 Table of ContentsThe estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands):​​​​2024 $ 75,3312025​ 72,0562026​ 68,0892027​ 57,9202028​ 54,470Thereafter​ 184,079Total​$ 511,945​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2021 $ 392,717​$ 450,350​$ 843,067Acquisitions​  - ​​ (4,407)​ (4,407)Eminence impairment​​ (8,275)​​  - ​​ (8,275)Currency translation​ (7,949)​​ (335)​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​  - ​​ 51,257Currency translation​ (723)​​ 102​​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737​Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2023​2022​​​​​​​Investment in Wilson Wolf​$ 255,857​$ 25,000Derivative instruments​​ 16,857​​ 11,026Long-term inventory​​ 5,387​​ 5,111Other​ 7,201​ 5,691Other assets​$ 285,302​$ 46,828​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Income taxes paid​$ 88,428​$ 30,341​$ 20,952Interest paid​ 8,368​ 11,027​ 13,576Non-cash activities:​ ​​ ​ Acquisition-related liabilities (1)​ 12,100​ 20,400​ 23,600Other intangibles (2)​  - ​  - ​ 4,000(1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5.61 Table of Contents Table of Contents Table of Contents The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands):​​​​2024 $ 75,3312025​ 72,0562026​ 68,0892027​ 57,9202028​ 54,470Thereafter​ 184,079Total​$ 511,945​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2021 $ 392,717​$ 450,350​$ 843,067Acquisitions​  - ​​ (4,407)​ (4,407)Eminence impairment​​ (8,275)​​  - ​​ (8,275)Currency translation​ (7,949)​​ (335)​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​  - ​​ 51,257Currency translation​ (723)​​ 102​​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737​Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2023​2022​​​​​​​Investment in Wilson Wolf​$ 255,857​$ 25,000Derivative instruments​​ 16,857​​ 11,026Long-term inventory​​ 5,387​​ 5,111Other​ 7,201​ 5,691Other assets​$ 285,302​$ 46,828​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Income taxes paid​$ 88,428​$ 30,341​$ 20,952Interest paid​ 8,368​ 11,027​ 13,576Non-cash activities:​ ​​ ​ Acquisition-related liabilities (1)​ 12,100​ 20,400​ 23,600Other intangibles (2)​  - ​  - ​ 4,000(1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5. The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 $ 75,331 2025 ​ 72,056 2026 ​ 68,089 2027 ​ 57,920 2028 ​ 54,470 Thereafter ​ 184,079 Total ​ $ 511,945 ​ Goodwill: ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Genomics ​ Total June 30, 2021 $ 392,717 ​ $ 450,350 ​ $ 843,067 Acquisitions ​  -  ​ ​ (4,407) ​ (4,407) Eminence impairment ​ ​ (8,275) ​ ​  -  ​ ​ (8,275) Currency translation ​ (7,949) ​ ​ (335) ​ (8,284) June 30, 2022 ​ $ 376,493 ​ $ 445,608 ​ $ 822,101 Acquisitions ​ 51,257 ​ ​  -  ​ ​ 51,257 Currency translation ​ (723) ​ ​ 102 ​ ​ (621) June 30, 2023 ​ $ 427,027 ​ $ 445,710 ​ $ 872,737 ​ Other Assets: ​ Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Investment in Wilson Wolf ​ $ 255,857 ​ $ 25,000 Derivative instruments Derivative instruments ​ ​ 16,857 ​ ​ 11,026 Long-term inventory ​ ​ 5,387 ​ ​ 5,111 Other ​ 7,201 ​ 5,691 Other assets ​ $ 285,302 ​ $ 46,828 ​ Supplemental Cash Flow Information: Supplemental cash flow information was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Note 6. Debt and Other Financing Arrangements:

**Key changes:**

- Reworded sentence: "On August 31, 2022, the Company entered into an amended and restated Credit Agreement (the Amended Credit Agreement)."

**Prior (2022):**

On August 1, 2018, the Company entered into a new uncollateralized revolving line-of-credit and term loan governed by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $600.0 million, which can be increased by an additional $200.0 million subject to certain conditions, and a term loan of $250.0 million. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the Eurodollar Loans term for which the interest rate is calculated as the sum of LIBOR plus an applicable margin. The applicable margin is determined for the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 12.5 basis points. The Company has recorded $12.5 million of our outstanding borrowings under the Credit Agreement as a current liability in our Consolidated Balance sheet, which represents our required quarterly debt payments to be made in fiscal year 2022. The Credit Agreement matures on August 1, 2023 and contains customary restrictive and financial covenants and customary events of default. At the closing on August 1, 2018 the company borrowed $250.0 million under the term loan and $330.0 million under the revolving credit facility. As of June 30, 2022 and 2021, the outstanding balance under the Credit Agreement was $256 million and $341 million respectively.

**Current (2023):**

On August 31, 2022, the Company entered into an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the revolving line-of-credit and term loan (the prior Credit Agreement), which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain 68 68 Table of Contentsconditions, and a term loan of $250.0 million. The prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023. The Amended Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Amended Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company's prior credit agreement that was entered into on August 1, 2018. Borrowings under the Amended Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The amended and restated Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 million.Note 7. Leases:As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands):​​​​​​​​​ ​​ As of​​​​​June 30, ​​Balance Sheet Classification​2023Operating leases: ​ ​ ​Operating lease right of use assets ​Right of Use Asset​$ 98,326​​​​​​​​Current operating lease liabilities ​Operating lease liabilities - current​$ 11,199Noncurrent operating lease liabilities ​Operating lease liabilities​ 93,766Total operating lease liabilities​​​​$ 104,965​​​​​​​​Weighted average remaining lease term (in years):​ ​​ 9.33​​​​​​​​Weighted average discount rate (%):​ ​​ 4.27​69 Table of Contents Table of Contents Table of Contents conditions, and a term loan of $250.0 million. The prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023. The Amended Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Amended Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company's prior credit agreement that was entered into on August 1, 2018. Borrowings under the Amended Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The amended and restated Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 million.Note 7. Leases:As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands):​​​​​​​​​ ​​ As of​​​​​June 30, ​​Balance Sheet Classification​2023Operating leases: ​ ​ ​Operating lease right of use assets ​Right of Use Asset​$ 98,326​​​​​​​​Current operating lease liabilities ​Operating lease liabilities - current​$ 11,199Noncurrent operating lease liabilities ​Operating lease liabilities​ 93,766Total operating lease liabilities​​​​$ 104,965​​​​​​​​Weighted average remaining lease term (in years):​ ​​ 9.33​​​​​​​​Weighted average discount rate (%):​ ​​ 4.27​ conditions, and a term loan of $250.0 million. The prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023. The Amended Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Amended Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company's prior credit agreement that was entered into on August 1, 2018. Borrowings under the Amended Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The amended and restated Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 million.

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## Modified: Note 3. Supplemental Balance Sheet and Cash Flow Information:

**Key changes:**

- Reworded sentence: "Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 84,551 ​ $ 79,291 Finished goods(1) ​ 92,474 ​ 66,943 Inventories, net ​ $ 177,025 ​ $ 146,234 Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date."

**Prior (2022):**

Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2022 2021 ​ ​ ​ ​ ​ ​ Raw materials $ 79,291 ​ $ 55,096 Finished goods(1) 66,943 ​ 67,108 Inventories, net $ 146,234 ​ $ 122,204 Finished goods inventory of $5,111 and $5,456 is included within other long-term assets in the June 30, 2022 and June 30, 2021 Balance Sheets, respectively, as it forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2022 2021 Cost: ​ ​ Land $ 8,572 ​ $ 8,612 Buildings and improvements 229,551 ​ 190,661 Machinery and equipment ​ 174,813 ​ 149,410 Construction in progress 21,729 ​ ​ 49,073 Property and equipment, cost 434,665 ​ 397,756 Accumulated depreciation and amortization (211,423) ​ (189,849) Property and equipment, net $ 223,242 ​ $ 207,907 ​ 59 59 Table of ContentsIntangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2022​2021​​​​​​​​​Developed technology 9 - 15​$ 542,038​$ 552,160Trade names 2 - 20​ 146,457​ 147,640Customer relationships 7 - 16​ 225,882​ 232,493Patents 10​ 3,313​ 2,926Other intangibles 5 - 15​ 6,306​ 6,316Definite-lived intangible assets​​​ 923,996​ 941,535Accumulated amortization​​​ (415,174)​ (348,267)Definite-lived intangibles assets, net​​​ 508,822​ 593,268In process research and development​​​ 22,700​ 22,700Total intangible assets, net​​​$ 531,522​$ 615,968​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2022​2021​​​​​​​Beginning balance​$ 615,968​$ 516,545Acquisitions​  - ​ 153,311Other additions​ 293​ 5,912Amortization expense​ (74,147)​ (64,940)Currency translation​​ (2,029)​​ 5,140Eminence impairment (1)​ (8,563)​  - Ending balance​$ 531,522​$ 615,968(1) As disclosed in Note 1, the Company recorded an impairment charge of $8.6 million related to Eminence in Q2 of fiscal 2022.​Amortization expense related to developed technologies included in cost of sales was $40.6 million, $36.5 million, and $34.5 million in fiscal 2022, 2021, and 2020, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.5 million, $28.4 million, and $26.6 million, in fiscal 2022, 2021, and 2020 respectively.The estimated future amortization expense for intangible assets as of June 30, 2022, excluding any possible future amortization associated with acquired IPR&D which has not met technological feasibility, is as follows (in thousands):​​​​​2023 $ 71,3662024​ 68,7022025​ 65,2662026​ 61,6892027​ 51,771Thereafter​ 190,028Total​$ 508,822​​60 Table of Contents Table of Contents Table of Contents Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2022​2021​​​​​​​​​Developed technology 9 - 15​$ 542,038​$ 552,160Trade names 2 - 20​ 146,457​ 147,640Customer relationships 7 - 16​ 225,882​ 232,493Patents 10​ 3,313​ 2,926Other intangibles 5 - 15​ 6,306​ 6,316Definite-lived intangible assets​​​ 923,996​ 941,535Accumulated amortization​​​ (415,174)​ (348,267)Definite-lived intangibles assets, net​​​ 508,822​ 593,268In process research and development​​​ 22,700​ 22,700Total intangible assets, net​​​$ 531,522​$ 615,968​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2022​2021​​​​​​​Beginning balance​$ 615,968​$ 516,545Acquisitions​  - ​ 153,311Other additions​ 293​ 5,912Amortization expense​ (74,147)​ (64,940)Currency translation​​ (2,029)​​ 5,140Eminence impairment (1)​ (8,563)​  - Ending balance​$ 531,522​$ 615,968(1) As disclosed in Note 1, the Company recorded an impairment charge of $8.6 million related to Eminence in Q2 of fiscal 2022.​Amortization expense related to developed technologies included in cost of sales was $40.6 million, $36.5 million, and $34.5 million in fiscal 2022, 2021, and 2020, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.5 million, $28.4 million, and $26.6 million, in fiscal 2022, 2021, and 2020 respectively.The estimated future amortization expense for intangible assets as of June 30, 2022, excluding any possible future amortization associated with acquired IPR&D which has not met technological feasibility, is as follows (in thousands):​​​​​2023 $ 71,3662024​ 68,7022025​ 65,2662026​ 61,6892027​ 51,771Thereafter​ 190,028Total​$ 508,822​​ Intangibles assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 84,551 ​ $ 79,291 Finished goods(1) ​ 92,474 ​ 66,943 Inventories, net ​ $ 177,025 ​ $ 146,234 Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. 59 59 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​June 30, ​2023 2022Land$ 9,100​$ 8,572Buildings and improvements 245,302​ 229,551Machinery and equipment ​ 190,019​ 174,813Construction in progress 15,491​​ 21,729Property and equipment, cost 459,912​ 434,665Accumulated depreciation and amortization (233,712)​ (211,423)Property and equipment, net$ 226,200​$ 223,242​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2023​2022​​​​​​​​​Developed technology 9 - 15​$ 616,311​$ 542,038Trade names 2 - 20​ 146,945​ 146,457Customer relationships 7 - 16​ 213,878​ 225,882Patents 10​ 3,815​ 3,313Other intangibles 5 - 15​ 11,566​ 6,306Definite-lived intangible assets​​​ 992,515​ 923,996Accumulated amortization​​​ (480,570)​ (415,174)Definite-lived intangibles assets, net​​​ 511,945​ 508,822In process research and development​​​ 22,700​ 22,700Total intangible assets, net​​​$ 534,645​$ 531,522​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2023​2022​​​​​​​Beginning balance​$ 531,522​$ 615,968Acquisitions​ 75,600​  - Other additions(1)​ 5,710​ 293Amortization expense​ (77,491)​ (74,147)Currency translation​​ (696)​​ (2,029)Eminence impairment​​  - ​​ (8,563)Ending balance​$ 534,645​$ 531,522​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively.60 Table of Contents Table of Contents Table of Contents Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​June 30, ​2023 2022Land$ 9,100​$ 8,572Buildings and improvements 245,302​ 229,551Machinery and equipment ​ 190,019​ 174,813Construction in progress 15,491​​ 21,729Property and equipment, cost 459,912​ 434,665Accumulated depreciation and amortization (233,712)​ (211,423)Property and equipment, net$ 226,200​$ 223,242​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2023​2022​​​​​​​​​Developed technology 9 - 15​$ 616,311​$ 542,038Trade names 2 - 20​ 146,945​ 146,457Customer relationships 7 - 16​ 213,878​ 225,882Patents 10​ 3,815​ 3,313Other intangibles 5 - 15​ 11,566​ 6,306Definite-lived intangible assets​​​ 992,515​ 923,996Accumulated amortization​​​ (480,570)​ (415,174)Definite-lived intangibles assets, net​​​ 511,945​ 508,822In process research and development​​​ 22,700​ 22,700Total intangible assets, net​​​$ 534,645​$ 531,522​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2023​2022​​​​​​​Beginning balance​$ 531,522​$ 615,968Acquisitions​ 75,600​  - Other additions(1)​ 5,710​ 293Amortization expense​ (77,491)​ (74,147)Currency translation​​ (696)​​ (2,029)Eminence impairment​​  - ​​ (8,563)Ending balance​$ 534,645​$ 531,522​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively. Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 Land $ 9,100 ​ $ 8,572 Buildings and improvements 245,302 ​ 229,551 Machinery and equipment ​ 190,019 ​ 174,813 Construction in progress 15,491 ​ ​ 21,729 Property and equipment, cost 459,912 ​ 434,665 Accumulated depreciation and amortization (233,712) ​ (211,423) Property and equipment, net $ 226,200 ​ $ 223,242 ​ Intangibles assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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## Modified: Year Ended June 30,

**Key changes:**

- Reworded sentence: "​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,136,702 ​ $ 1,105,599 ​ $ 931,032 Cost of sales ​ 366,887 ​ 349,103 ​ 298,182 Gross margin ​ 769,815 ​ 756,496 ​ 632,850 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ Selling, general and administrative ​ 378,378 ​ 372,766 ​ 324,951 Research and development ​ 92,493 ​ 87,140 ​ 70,603 Total operating expenses ​ 470,871 ​ 459,906 ​ 395,554 Operating income ​ 298,944 ​ 296,590 ​ 237,296 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ Interest expense ​ (11,215) ​ (11,309) ​ (13,952) Interest income ​ 3,410 ​ 794 ​ 473 Other non-operating income (expense), net ​ 47,520 ​ 15,311 ​ (75,642) Total other income (expense), net ​ 39,715 ​ 4,796 ​ (89,121) Earnings before income taxes ​ 338,659 ​ 301,386 ​ 148,175 Income taxes (benefit) ​ 53,217 ​ 38,287 ​ 8,590 Net earnings, including noncontrolling interest ​ 285,442 ​ 263,099 ​ 139,585 Net earnings (loss) attributable to noncontrolling interest ​ 179 ​ (8,952) ​ (825) Net earnings attributable to Bio-Techne ​ $ 285,263 ​ $ 272,051 ​ $ 140,410 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation adjustments ​ 4,191 ​ (32,241) ​ 32,951 Foreign currency translation reclassified to earnings with Eminence deconsolidation ​ ​ 119 ​ ​  -  ​ ​  -  Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8 ​ 4,793 ​ 14,262 ​ 7,060 Other comprehensive income (loss) ​ 9,103 ​ (17,979) ​ 40,011 Other comprehensive income (loss) attributable to noncontrolling interest ​ (33) ​ (70) ​ 103 Other comprehensive income (loss) attributable to Bio-Techne ​ 9,136 ​ (17,909) ​ 39,908 Comprehensive income attributable to Bio-Techne ​ $ 294,399 ​ $ 254,142 ​ $ 180,318 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share attributable to Bio-Techne(1): ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.81 ​ $ 1.73 ​ $ 0.91 Diluted ​ $ 1.76 ​ $ 1.66 ​ $ 0.87 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding(1): ​ ​ ​ Basic ​ 157,179 ​ 156,874 ​ 154,986 Diluted ​ 161,855 ​ 164,114 ​ 161,932 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022."

**Prior (2022):**

​ 2022 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 17 % 22 % 4 % Acquisitions sales growth 3 % 1 % 0 % Impact of foreign currency fluctuations (1) % 3 % 0 % Consolidated net sales growth 19 % 26 % 4 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

**Current (2023):**

​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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*Data sourced from SEC EDGAR. Last updated 2026-06-01.*