Bio-Techne (TECH) 10-K risk factor changes: FY2016 vs FY2015

Statements in this Annual Report on Form [removed: 10-K,] [added: 10-K] and [removed: elsewhere,] [added: elsewhere] that are forward-looking involve risks and uncertainties which may affect the Company’s actual results of operations.

The [removed: biotechnology and clinical control industries] [added: industry segments in which we operate] are very competitive, more so recently due to consolidation trends.

In addition, consolidation trends in the pharmaceutical and biotechnology [added: and diagnostics] industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on the Company.

The entry into the market by manufacturers in [removed: China] [added: China, India] and other low-cost manufacturing locations is also creating increased pricing and competitive pressures, particularly in developing markets.

Acquisitions [removed: and divestures] pose financial, management and other risks and challenges.

During fiscal 2015, the Company acquired Novus, ProteinSimple, and CyVek, [removed: In July] [added: and in fiscal] 2016, we acquired Cliniqa [removed: Corporation.][added: Corporation and Zephyrus BioSciences.]

[removed: Acquisitions or divestitures present] [added: When we do identify and consummate acquisitions, we may face] financial, managerial and operational challenges, including diversion of management attention, difficulty with integrating acquired businesses, integration of different corporate [removed: cultures or separating personnel and financial and other systems,] [added: cultures,] increased expenses, assumption of unknown liabilities, indemnities, [removed: and] potential disputes with the [removed: buyers or] sellers, and the need to evaluate the financial systems of and establish internal controls for acquired entities.

There can be no assurance that the Company will engage in any additional acquisitions or [removed: divestitures or] that the Company will be able to do so on terms that will result in any expected benefits.

The Company engages in business globally, with approximately [removed: 46%] [added: 37%] of the Company’s sales revenue in fiscal [removed: 2015] [added: 2016] coming from outside the U.S. This subjects the Company to a number of risks, including international economic, political, and labor conditions; [added: currency fluctuations;] tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond the Company’s control, including terrorism, war, natural disasters, climate change and diseases.

The Company conducts and plans to grow its business in developing [removed: markets,] [added: markets,] which may cause additional operational and legal [removed: risk.][added: risk.]

The Company’s efforts to grow its businesses [removed: depends,] [added: depend,] to a degree, on its success in developing market share in additional geographic markets including, but not limited to, China.

Approximately [removed: 24%] [added: 23%] of the Company’s net sales in fiscal [removed: 2015] [added: 2016] were made through its foreign subsidiaries, which transact their sales in foreign currencies.

The Company may incur losses as a result of its investments in ChemoCentryx, [removed: Inc. and] [added: Inc. and] other companies in which [removed: it does] [added: it does] not have a majority interest, the success of which is largely out of the Company’s control.

The Company has an approximate 14% equity investment in ChemoCentryx, Inc. (CCXI) that is valued at [removed: $52.3] [added: $28.6] million on the Company’s June 30, [removed: 2015] [added: 2016] Consolidated Balance Sheet.

These factors make it possible that the Company could experience future dilution or [removed: a decline in the $22.8 million unrealized gain it has on its CCXI investment and/or] [added: lose] its original $29.5 million investment in CCXI.

At August 26, [removed: 2015,] [added: 2016,] the market value of the Company’s investment in CCXI was approximately [removed: $44] [added: $31.8] million.

As of June 30, [removed: 2015,] [added: 2016,] we owned or exclusively licensed [removed: 45] [added: 76] granted U.S. patents and approximately [removed: 50] [added: 70] pending patent applications.

We may be involved in [removed: lawsuits] [added: disputes] to determine the scope, coverage and validity of others’ proprietary rights, or to defend against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may adversely impact our business.

In connection with the acquisition of [removed: ProteinSimple in July 2014,] [added: Advanced Cell Diagnostics on August 1, 2016,] the Company entered into a [added: new] revolving credit facility, governed by a Credit Agreement dated July 28, [removed: 2014.][added: 2016.]

As of [removed: July 31, 2015,] [added: August 26, 2016,] the Company had drawn [removed: $73] [added: $250] million under the Credit Agreement.

Any [added: further] disruptions, delays or deficiencies in the design and implementation of the new ERP system could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business.

With our acquisitions of ProteinSimple and CyVek in [removed: 2014,] [added: fiscal 2015,] we now manufacture and sell products that may be covered under the Securities and Exchange Commission’s (SEC) rule regarding “conflict minerals.” We are now required to determine whether these products contain conflict minerals, and, if so, to perform an extensive inquiry into our supply chain in an effort to determine whether or not such conflict minerals originate from the Democratic Republic of Congo (DRC) or an adjoining country.

However, we may be unable to identify or complete promising acquisitions for many reasons, including competition among buyers, the high valuations of businesses in our industry, the need for regulatory and other approvals, and availability of capital.

We may be required to record a significant charge to earnings if our goodwill and other amortizable intangible assets, or other investments become impaired.

We are required under generally accepted accounting principles to test goodwill for impairment at least annually and to review our amortizable intangible assets, including goodwill and other assets acquired through merger and acquisition activity, for impairment when events or changes in circumstance indicate the carrying value may not be recoverable.

Factors that could lead to impairment of goodwill and amortizable intangible assets (including goodwill or assets acquired via acquisitions) include significant adverse changes in the business climate and actual or projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of our business.

We have recorded and may be required in the future to record additional charges to earnings if our goodwill, amortizable intangible assets or other investments become impaired.

Any such charge would adversely impact our financial results.

The Credit Agreement provides for a revolving credit facility of $400 million.

| | | |

| | | |

We completed the first phase of implementation in July of 2016.

During this initial implementation, which covered most of our operations and accounting systems at our headquarters in Minneapolis, we experienced some disruption in our shipping and invoicing activities we believe will impact revenues in the short term.

As we continue expanding the use of our new ERP system to additional locations, we may experience further difficulties.

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, harm our operating results or cause us to fail to meet our reporting obligations.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act.

As disclosed in Item 9A, management identified a material weakness in our internal control over financial reporting involving the effectiveness of the control environment and risk assessment, information, communication, and monitoring processes resulting in a lack of effective controls over general information technology controls (GITC) for certain applications.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control—An Integrated Framework (2013 Framework).

We are actively engaged in developing a remediation plan designed to address this material weakness.

Any failure to implement effective internal controls could harm our operating results or cause usto fail to meet our reporting obligations.

Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock, and may require us to incur additional costs to improve our internal control system.

For example, a recent incident involving a Chinese university student who died after seeking treatment for a rare form of cancer from a treatment center identified through an internet search has led to a government investigation and a temporary halt to certain cancer treatments until more comprehensive safety regulations can be implemented, leading to lower sales growth in certain products offered by the Company.

In June of 2016, Britain voted to exit the European Union.

The uncertainty over the consequences of that decision has negatively impacted the value of the British pound and has led to some disruption in economic activity in the UK and in the Eurozone region.

The Company maintains its European headquarters and shipping facilities in the UK.

It is also unclear how and whether the British vote to depart the European Union will impact our ability to conduct business cost effectively from our UK headquarters.

The Company also operates in several geographic locations where competition for talent is strong, making employee retention particularly challenging in those locations.

The Company’s growth by acquisition also creates challenges in retaining employees.

As the Company integrates acquisitions and evolves its corporate culture to incorporate the new workforces, some employees may not find such integration or cultural changes appealing.

The Company’s clinical controls 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 our customers and, correspondingly, our sales to them.

In Japan, government investment in biotechnology research remains weak.

From time to time, the Company may also consider disposing of certain assets, subsidiaries, or lines of business.

In fiscal 2015, for example, the exchange rate between the Euro and the US dollar changed materially, resulting in consolidated net sales that were approximately $8.5 million lower in fiscal 2015 when compared to fiscal 2014.

The Credit Agreement provides for a revolving credit facility of $150 million, which can be increased by an additional $150 million subject to certain conditions.

| --- | --- | --- |

In addition, we may not be able to successfully complete the implementation of the new ERP system without experiencing difficulties.

The adjusted financial measures used in this Annual Report on Form 10-K quantify the impact the following events had on reported net sales, gross margin percentages and net earnings for fiscal [removed: 2015] [added: 2016] as compared to fiscal [removed: 2014] [added: 2015] and [removed: 2013:][added: 2014:]

| | ■ | the acquisitions in fiscal [added: 2016 of Cliniqa, Inc. (Cliniqa) on July 8,] 2015 [added: and Zephyrus BioSciences, Inc. on March 21, 2016. In fiscal 2015] of CyVek, Inc. (CyVek) on November 4, 2014, ProteinSimple on July 31, 2014, and Novus Biologicals, LLC (Novus) on July 1, 2014 and in fiscal 2014 of Shanghai-based PrimeGene Bio-Tech Co. (PrimeGene) on April 30, 2014 and Bionostics Holdings, Ltd. (Bionostics) on July 22, 2013 including the impact of amortizing intangible assets and the recognition of costs upon the sale of inventory written-up to fair value; |

| | ■ | professional fees and other costs incurred as part of the acquisitions of [removed: CyVek, ProteinSimple, and Novus in fiscal 2015 and of Bionostics] [added: the acquisitions listed above] and [removed: PrimeGene in fiscal 2014;] [added: other ongoing activity;] |

| | ■ | the gain on the purchase of [removed: CyVek] [added: CyVek;] |

The Clinical Controls reporting segment develops and manufactures [removed: controls] [added: controls, calibrators,] and [removed: calibrators] [added: other reagents] for the global clinical market.

The Protein Platforms reporting segment includes the product lines associated with the acquisitions of ProteinSimple in July, [removed: 2014 and] [added: 2014,] CyVek in November, [removed: 2014, both] [added: 2014 and Zephyrus Biosceinces in March 2016, all] of which expand the Company’s solutions that it can offer its customers by developing and commercializing proprietary systems and consumables for protein analysis.

For fiscal [removed: 2014,] [added: 2016,] consolidated net sales increased [removed: 15%] [added: 10%] as compared to fiscal [removed: 2013.][added: 2015.]

After adjusting for the [removed: 11%] impact of the [removed: Bionostics and PrimeGene acquisitions] [added: Cliniqa acquisition] in fiscal [removed: 2014,] [added: 2016,] as well as [removed: 2% positive impact of] foreign currency fluctuations, organic sales for the year increased [removed: 3%.][added: 6% with currency translation having a negative impact of 2% and acquisitions contributing 6% to the revenue growth.]

The [added: organic] growth was broad-based, with the Company achieving [removed: organic] growth in [removed: both the Biotechnology and Clinical Controls reporting segments and in most regions] [added: all three] of [removed: the world.][added: its segments reporting segments.]

Consolidated GAAP net earnings decreased [removed: 1%] [added: 3%] for fiscal [removed: 2014] [added: 2016] as compared to fiscal [removed: 2013.][added: 2015.]

After adjusting for acquisition related [removed: costs] [added: costs, stock based compensation,] and certain income tax items in both years, adjusted net earnings increased [removed: 6%] [added: 3%] in fiscal [removed: 2014] [added: 2016] as compared to fiscal [removed: 2013.][added: 2015.]

| | | [removed: _201__5_] [added: _201__6_] | | | | [removed: _201__4_] [added: _201__5_] | | |

| Organic sales growth | | | [removed: 4] [added: 6] | % | | | [removed: 3] [added: 4] | % |

| Acquisitions sales growth | | | [removed: 25] [added: 6] | % | | | [removed: 11] [added: 25] | % |

| Impact of foreign currency fluctuations | | | \-2 | % | | | [removed: 2] [added: \-2] | % |

| Consolidated net sales growth (may not foot due to rounding) | | | [removed: 26] [added: 10] | % | | | [removed: 15] [added: 26] | % |

| | | [removed: _201__5_] [added: _201__6_] | | | | [removed: _201__4_] [added: _201__5_] | | | | [removed: _20__13_] [added: _201__4_] | | |

| Protein Platforms | | | [removed: 66,247] [added: 77,324] | | | | [removed: 0] [added: 66,249] | | | | 0 | |

| Consolidated net sales | | $ | [removed: 452,247] [added: 499,023] | | | $ | [removed: 357,763] [added: 452,247] | | | $ | [removed: 310,575] [added: 357,763] | |

In fiscal 2015, Clinical Controls segment net sales increased [removed: 6%,] [added: 7%,] with organic sales contributing 5% to growth and the acquisition of Bionostics contributing 1% to growth.

This segment includes the ProteinSimple product lines associated with the acquisitions of ProteinSimple in July, [removed: 2014 and] [added: 2014,] CyVek in November, 2014, [removed: both] [added: and Zephyrus in March 2016, all] of which expand the Company’s solutions that it can offer its customers by developing and commercializing proprietary systems and consumables for protein analysis.

In fiscal [removed: 2014,] [added: 2016,] Biotechnology segment net sales increased [removed: 4%] [added: 3%] from the prior fiscal year.

In fiscal [removed: 2014, Clinical Controls] [added: 2016, the Protein Platforms] segment net sales increased [removed: $34.8 million, or 61%] [added: 17%] from the prior fiscal year.

Included in [added: fiscal 2016] Clinical Controls segment net sales was [removed: $33.1] [added: $26.6] million [removed: from] [added: generated by] the acquisition of [removed: Bionostics] [added: Cliniqa] in July [removed: 2013.][added: 2015, contributing essentially all of the growth.]

[removed: _Gross Margins_][added: _Gross Margins_]

Consolidated gross margins were 68%, [removed: 70%] [added: 68%] and [removed: 74%] [added: 70%] in fiscal [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

GAAP reported consolidated gross margins were negatively impacted as a result of purchase accounting related to inventory and intangible assets acquired during fiscal [added: 2016,] 2015, [removed: 2014, 2013] [added: 2014] and prior years.

Excluding the impact of acquired inventory sold and amortization of intangibles, adjusted gross margins were [removed: 72%, 74%] [added: 71%, 72%] and [removed: 77%] [added: 74%] in fiscal [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

| Consolidated gross margin percentage | | | [removed: 67.9] [added: 67.5] | % | | | [removed: 70.3] [added: 67.9] | % | | | [removed: 74.4] [added: 70.3] | % |

| Costs recognized upon sale of acquired inventory | | | [removed: 1.5] [added: 1.1] | % | | | [removed: 2.1] [added: 1.5] | % | | | [removed: 1.4] [added: 2.1] | % |

| Amortization of intangibles | | | [removed: 2.1] [added: 2.2] | % | | | [removed: 1.1] [added: 2.1] | % | | | [removed: 1.0] [added: 1.1] | % |

| Adjusted gross margin percentage | | | [removed: 71.6] [added: 70.8] | % | | | [removed: 73.5] [added: 71.6] | % | | | [removed: 76.8] [added: 73.5] | % |

In fiscal [removed: 2015,] [added: 2016,] the biggest impact to gross margin, as compared to fiscal [removed: 2014,] [added: 2015,] was the change in product mix associated with the [removed: acquisitions] [added: aquisition] of [removed: Novus, ProteinSimple, and CyVek.][added: Cliniqa.]

| Protein Platforms | | | [removed: 57.8] [added: 61.1] | % | | | [added: 57.8] | [added: %] | | | | |

| Consolidated | | | [removed: 67.9] [added: 67.5] | % | | | [removed: 70.3] [added: 67.9] | % | | | [removed: 74.4] [added: 70.3] | % |

The [removed: Biotechnology] [added: Clinical Controls] segment gross margin percentage for fiscal [added: 2016 and] 2015 was negatively impacted by purchase accounting and intangible asset amortization related to the [removed: Novus] acquisition [added: of Bionostics] in July [removed: 2014, as well as foreign currency translation, as discussed above.][added: 2013 and Cliniqa in July 2015.]

[removed: _Selling,] [added: _Selling,] General and Administrative [removed: Expenses_][added: Expenses_]

Selling, general and administrative expenses increased [removed: $58.7] [added: $21.5] million [removed: (97%)] [added: (18%)] and [removed: $17.3] [added: $58.7] million [removed: (40%)] [added: (97%)] in fiscal [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

The remaining increase in selling, general and administrative expenses in fiscal [removed: 2014] [added: 2016] included investments made in global commercial resources, administrative infrastructure, [added: non-cash stock based compensation,] and annual wage, salary and benefits increases.

| | | [removed: _201__5_] [added: _201__6_] | | | | [removed: _20__14_] [added: _201__5_] | | | | [removed: _20__13_] [added: _201__4_] | | |

| | ■ | expenses related to stock based compensation; and |

A strong bio-pharma end-market in the US and significant government funding of life science research in China and additional market demand for Protein Platform instruments were the biggest contributing factors impacting organic growth.

Adjusted earnings growth was driven by increased revenue partially offset by negative mix and a negative impact from foreign currency.

_Reorganization of Segments_

As previously disclosed, beginning in fiscal 2016, the Clinical Controls segment includes the financial results of the Company’s BiosPacific business.

Historically, this business was managed and reported as part of the Biotechnology segment.

The recent acquisition of Cliniqa and its commonality of customer and end markets with BiosPacific influenced this management and reporting change.

All comparisons to prior periods reflect the new reporting structure as if it existed in the prior reporting periods.

_Net Sales_

| Biotechnology | | $ | 317,340 | | | $ | 308,437 | | | $ | 285,142 | |

| Clinical Controls | | | 104,484 | | | | 77,866 | | | | 72,621 | |

| Intersegment | | | (125 | ) | | | (305 | ) | | | 0 | |

Organic growth for the segment was 6% for the fiscal year, with currency translation having an unfavorable impact of 3% on revenue growth.

Growth was achieved in all major geographies, especially in China and from BioPharma customers in the U.S. and Europe.

Japan was the only notable exception, where demand was weak due to delayed funding from Japanese government agencies.

In fiscal 2016, Clinical Controls segment net sales increased 34%.

Solid organic growth in the hematology controls product line was offset by customer delayed projects in the glucose controls product line due to reimbursement pricing pressures in that particular market segment.

Organic revenue increased 14% with an unfavorable currency impact of 2% and acquisitions adding 5% to segment growth.

Organic growth was driven by additional market demand for Simple Western instruments and consumables, a new instrument product launch in the Biologics product line (Maurice), and instrument/consumable sales of Ella, the Elisa-multiplexing solution that was the key technology acquired as part of the CyVek acquisition in the prior fiscal year.

Revenue from acquisitions included sales from ProteinSimple and CyVek for the months that we did not own them in the prior year.

There was no revenue from the Zephyrus acquisition in fiscal 2016.

At this time, the segment included product lines associated with the acquisitions of ProteinSimple in July, 2014 and CyVek in November, 2014.

In fiscal 2015, the biggest impact to gross margin, as compared to fiscal 2014, was the change in product mix associated with the acquisitions of Novus, ProteinSimple, and CyVek.We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates as well as future acquisitions.

| | | _201__6_ | | | | _201__5_ | | | | _201__4_ | | |

| Biotechnology | | | 78.3 | % | | | 76.9 | % | | | 78.0 | % |

| Clinical Controls | | | 41.4 | % | | | 40.4 | % | | | 39.8 | % |

The Biotechnology segment gross margin percentage for fiscal 2016 improved when compared to fiscal 2015 primarily due to less costs associated with the fair value inventory adjustment associated with acquisition accounting of prior acquisitions.

Gross margin percentage improvements in fiscal 2016 when compared to fiscal 2015 was mostly driven by operational productivity.

The increase in fiscal 2016 was primarily the result of $5.4 million added as a result of the Cliniqa acquisition, including $3.4 million of increased costs associated with stock based compensation.

Selling, general and administrative expenses increased $58.7 million (97%) in fiscal 2015.

| | | _201__6_ | | | | _201__5_ | | | | _201__4_ | | |

| Biotechnology | | $ | 63,474 | | | $ | 57,899 | | | $ | 41,403 | |

| Clinical Controls | | | 18,697 | | | | 11,738 | | | | 11,225 | |

The timing of the fiscal 2015 acquisitions also impacted comparatives.

The remaining increase in expenditures for fiscal 2016 were primarily related to the development of new products associated with our Protein Platforms segment.

| | | _201__6_ | | | | _201__5_ | | | | _201__4_ | | |

| | | _2016_ | | | | _201__5_ | | | | _201__4_ | | |

The effective rate for June 30, 2016 decreased by 0.9% compared to the prior year.

The rate decrease was primarily driven by additional R&D credit benefit due to the retroactive reinstatement of the credit under the Protecting Americans from Tax Hikes Act of 2015, an increase in the foreign rate benefit due to the reduction in the UK income tax rate and a reduction in state tax related to the prior year.

These decreases were partially offset by less of a foreign tax credit benefit than in the prior year and the non recurrence of a non-taxable gain.

| | ■ | income tax adjustments related to the reinstatement of the U.S. credit for research and development expenditures in fiscal 2013, the expiration of the credit on December 31, 2013, and the reversal of valuation allowances on deferred tax assets in fiscal 2012; and |

Commercial investments made globally in fiscal 2014, especially in China, were the biggest contributing factor impacting organic revenue growth.

Adjusted earnings growth was driven by increased sales partially offset by a lower margin mix from the acquired Bionostics business, as well as investments made in commercial operations and administrative infrastructure during fiscal 2014.

_Net_ _S__ales_

| Biotechnology | | $ | 325,897 | | | $ | 300,578 | | | $ | 288,156 | |

| Clinical Controls | | | 60,377 | | | | 57,185 | | | | 22,419 | |

| Intersegment | | | (273 | ) | | | 0 | | | | 0 | |

Included in fiscal 2014 Biotechnology segment net sales was $0.7 million from the acquisition of PrimeGene in April 2014 and the positive impact of foreign currency fluctuations of $3.5 million.

Excluding these amounts, organic net sales for the segment increased 3% in fiscal 2014, driven by the commercial investments made in China, solid execution from our Pacific Rim distributors, and a robust pharma and biotech market in the U.S. U.S. academic customers still suffered from decreases in NIH funding, but sales to these customers stabilized sequentially throughout fiscal 2014.

Included in fiscal 2014 net sales were $3.4 million of sales of new biotechnology products released during the fiscal year.

Clinical Controls segment organic net sales increased 7% in fiscal 2014 from each of the prior fiscal year, primarily as a result of strong end-market demand and operational execution.

In fiscal 2014, the biggest impact to gross margin, as compared to fiscal 2013, was the change in product mix associated with the acquisition of Bionostics.

We expect that, in the future, gross margins will continue to be impacted by future acquisitions as well as by the introduction and growth of lower-priced brands that will differentiate from our current premium brands, and allow the Company to better compete in more price-sensitive markets.

| Biotechnology | | | 77.8 | % | | | 76.3 | % | | | 76.4 | % |

| Clinical Controls | | | 40.1 | % | | | 38.5 | % | | | 49.0 | % |

The Clinical Controls segment gross margin percentage for fiscal 2015 and 2014 was negatively impacted by purchase accounting and intangible asset amortization related to the acquisition of Bionostics in July 2013, as discussed above, as well as reduced pricing for it’s glucose-based control products

The increase in fiscal 2014 was mainly the result of the acquisitions of Bionostics and PrimeGene, including $4.2 million of selling, general and administrative expenses by the acquired companies and an increase of $4.0 million of intangible amortization.

Selling, general and administrative expenses in fiscal 2014 also included $2.2 million of acquisition related professional fees.

| Biotechnology | | $ | 59,359 | | | $ | 42,863 | | | $ | 37,421 | |

| Clinical Controls | | | 10,278 | | | | 9,765 | | | | 1,561 | |

The remaining expenditures for fiscal 2015 and 2014 were primarily related to the development of new proteins, antibodies and assay kits within the Biotechnology segment, although fiscal 2015 research and development expenses were slightly lower within the Biotechnology segment than in prior years.

The Company introduced approximately 1,600 new biotechnology products in fiscal 2015 and in fiscal 2014.

Research and development expenses were composed of the following (in thousands):

Interest income in fiscal 2014 remained flat from fiscal 2013 due to an increase in cash flow slightly offset by cash used for the acquisition of Bionostics in the first quarter of fiscal 2014.

The impact of prior year acquisitions resulted in a net increase in the rate due to additional anticipated state tax filings in comparison to prior year.

This increase was offset by other discrete items including the non-taxable CyVek gain as well as an increased tax benefit resulting from a dividend paid from R&D Systems Europe.

In January 2013, the U.S. federal credit for research and development was reinstated for the period of January 2012 through December 2013.

As a result, fiscal 2014 included a credit of $0.5 million for the period of July 2013 through December 2013, while fiscal 2013 included a credit of $1.4 million for the period of January 2012 to June 2013.

| Adjusted net earnings | | $ | 126,758 | | | $ | 125,325 | | | $ | 118,032 | |

_Cash_ _Flows F__rom_ _O__perating_ _A__ctivities_

Operating cash flow also benefitted from the timing of certain trade receivable cash receipts, trade payable cash disbursements, and income tax payments in fiscal 2014 compared to fiscal 2013.

Included in the planned fiscal 2016 capital expenditures are approximately $5.6 million for leasehold improvements and equipment needed to complete the relocation and expansion of the Company’s Tocris facilities in the U.K.

_Cash_ _F__lows_ _F__rom_ _Financing A__ctivities_

In fiscal 2013, the Company purchased 8,324 shares of common stock, for its employee stock bonus plans at a cost of $0.6 million.

| Operating leases | | $ | 47,648 | | | $ | 5,578 | | | $ | 10,883 | | | $ | 8,679 | | | $ | 22,508 | |

| | | $ | 82,808 | | | $ | 5,738 | | | $ | 45,883 | | | $ | 8,679 | | | $ | 22,508 | |

_Valuation of_ _A__vailable__\-F__or-__S__ale_ _I__nvestments_

_Valuation of_ _I__nventory_

_Valuation of_ _I__nvestments_

Approximately [removed: 18%] [added: 24%] of the Company’s consolidated net sales in fiscal [removed: 2015] [added: 2016] were made in foreign currencies, including [removed: 6%] [added: 7%] in euro, [removed: 4%] [added: 6%] in British pound sterling, [removed: 5%] [added: 6%] in Chinese yuan and the remaining [removed: 3%] [added: 5%] in other European and Asian currencies.

In fiscal [removed: 2015,] [added: 2016,] for example, the [added: average] exchange rate between the [removed: Euro] [added: British Pound] and the US dollar changed [removed: materially,] [added: by 10% on,] resulting in consolidated net sales that were [removed: approximately $8.5 million] lower in fiscal [removed: 2015] [added: 2016] compared to fiscal [removed: 2014.][added: 2015.]

| British [removed: pound:] [added: pound sterling:] | | | | | | | | | | | | |

| High | | $ | [removed: 1.69] [added: 1.48] | | | $ | [removed: 1.71] [added: 1.69] | | | $ | [removed: 1.62] [added: 1.71] | |

| Low | | | [removed: 1.48] [added: 1.33] | | | | [removed: 1.52] [added: 1.48] | | | | 1.52 | |

| Average | | | [removed: 1.57] [added: 1.42] | | | | [removed: 1.64] [added: 1.57] | | | | [removed: 1.57] [added: 1.64] | |

| High | | $ | [removed: 1.34] [added: 1.13] | | | $ | [removed: 1.39] [added: 1.34] | | | $ | [removed: 1.36] [added: 1.39] | |

| Low | | | [removed: 1.08] [added: 1.10] | | | | [removed: 1.32] [added: 1.08] | | | | [removed: 1.23] [added: 1.32] | |

| Average | | | [removed: 1.19] [added: 1.12] | | | | [removed: 1.36] [added: 1.19] | | | | [removed: 1.30] [added: 1.36] | |

| High | | $ | [removed: .164] [added: .152] | | | $ | [removed: .165] [added: .164] | | | $ | [removed: .163] [added: .165] | |

| Low | | | [removed: .162] [added: .150] | | | | [removed: .160] [added: .162] | | | | [removed: .157] [added: .160] | |

| Average | | | [removed: .163] [added: .152] | | | | .163 | | | | [removed: .160] [added: .163] | |

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, [removed: 2015] [added: 2016] levels against the euro, British pound sterling and Chinese yuan are as follows (in thousands):

| Decrease in translation of [removed: 2015] [added: 2016] earnings into U.S. dollars | | $ | [removed: 3,352] [added: 2,391] | |

| Decrease in translation of net assets of foreign subsidiaries | | | [removed: 26,808] [added: 12,445] | |

| Additional transaction losses | | | [removed: 409] [added: 2,301] | |

| | | _201__6_ | | | | _201__5_ | | | | _201__4_ | | |

At the end of fiscal 2015, the Company had a portfolio of equity securities, excluding those classified as cash and cash equivalents, of $56.4 million (see Note 3 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K).

As the Company’s securities are classified as available-for-sale, unrealized gains or losses are recognized by the Company in “Other comprehensive income (loss)” on the Consolidated Statement of Earnings and Comprehensive Income.

| | | _2015_ | | | | _20__14_ | | | | _20__13_ | | |

At June 30, 2015, the Company had the following trade receivable and intercompany payables denominated in one currency but receivable or payable in another currency (in thousands):

| | | | _Denominated Currency_ | | | | _U. S. Dollar Equivalent_ | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accounts receivable in: | | | | | | | | |

| Euros | | £ | 451 | | | $ | 709 | |

| British Pound Sterling | | £ | 1,529 | | | $ | 2,402 | |

| | | | | | | | | |

| Intercompany payable in: | | | | | | | | |

| Euros | | £ | 451 | | | $ | 771 | |

| U.S. dollars | | £ | 2,956 | | | $ | 5,057 | |

| U.S. dollars | | yuan | 20,332 | | | $ | 3,305 | |

All of the above balances are revolving in nature and are not deemed to be long-term balances.

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology [removed: reagents,] [added: reagents and] instruments [added: for the research] and clinical diagnostic [removed: products] [added: markets] worldwide.

With our deep product portfolio and application expertise, Bio-Techne is a leader in providing specialized proteins, including cytokines and growth factors, antibodies, related immunoassays, biologically active small molecules and other [removed: reagents] [added: reagents, as well as instrumentation designed] to [removed: the research, diagnostics and clinical controls markets.][added: simplify key protein analysis processes.]

Techne Corporation, a public entity at the time, acquired R&D Systems in 1985 and through this action [removed: made] R&D Systems [added: became] a public company.

The initial products focused on the hematology blood controls and calibrators market but soon expanded through the creation of the Biotechnology [removed: Division] [added: segment] to include reagents used in life science [removed: research.][added: research, driven by a series of acquisitions beginning with the Amgen Inc. research business in 1991.]

We also [removed: increased] [added: strengthened] our [added: Clinical Controls segment solutions by acquiring Bionostics Holdings Limited (Bionostics) and also expanded our] Biotechnology segment [added: product] offerings through the acquisition of Shanghai-based PrimeGene Bio-Tech Co. (PrimeGene) [removed: and Novus Biologicals LLC (Novus Biologicals)] in [added: fiscal] 2014.

Also in [removed: 2014,] [added: fiscal 2015,] we acquired ProteinSimple and CyVek, [removed: Inc.,] [added: Inc. (CyVek),] both with innovative instrument platforms useful for protein analysis, and which together form our new Protein Platforms segment.

[removed: Following the 2015 fiscal year,] [added: Early] in [removed: July 2015,] [added: fiscal 2016,] we acquired Cliniqa [removed: Corporation,] [added: Corporation (Cliniqa) (July 2015),] which specializes in the manufacturing and commercialization of [added: blood chemistry] quality controls and calibrators as well as bulk reagents used [removed: in] [added: for] the clinical diagnostic market to further expand and complement our Clinical Controls solutions.

Recognizing the importance of a unified and global approach to meeting our mission and accomplishing our strategies, [removed: in fiscal 2014] we [removed: implemented] [added: have unified our brands and recent acquisitions under] a [removed: new] [added: single] global brand, Bio-Techne.

In November 2014 we [removed: also] changed the name of the parent corporation from Techne Corporation to Bio-Techne Corporation.

We operate globally, with offices in multiple locations in the United States, [removed: Europe] [added: Europe,] and [removed: China.][added: Asia.]

Today, our product line extends to over [removed: 275,000] [added: 300,000] products [removed: with] [added: in] state of the art facilities to accommodate many of our manufacturing needs.

We intend to build on Bio-Techne’s past accomplishments, high [added: product] quality reputation and sound financial position by executing strategies that position us to [removed: become] [added: serve as] the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets.

[removed: | | |] _Continued innovation in core products._ Through collaborations with key opinion [removed: leaders and] [added: leaders,] participation in scientific discussions and [removed: associations,] [added: societies, and leveraging our internal talent] we expect to [removed: leverage] [added: be able to convert] our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs. [removed: |]

[removed: | | |] _Investments in targeted acquisitions._ We [removed: intend] [added: will continue] to leverage our strong balance sheet to gain access to new technologies and products that improve our competitiveness in the current market, meet customers’ expanding work flow needs and allow us to enter adjacent markets. [removed: |]

[removed: | | |] _Expansion of geographic footprint._ We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us. [removed: |]

[removed: | | |] _Realignment of resources._ In recognition of the increased size and scale of the organization, we [removed: intend] [added: continue] to redesign our development and operational [removed: resources] [added: processes] to create greater efficiencies throughout the organization. [removed: |]

[removed: | | |] _Talent recruitment and retention._ We [removed: will] [added: strive to] recruit, train and retain the most talented staff to implement all of our strategies effectively. [removed: |]

Currently Bio-Techne operates worldwide and has three reportable business [removed: segments, the] [added: segments:] Biotechnology, Clinical Controls and Protein [removed: Platforms divisions.][added: Platforms.]

The Clinical Controls reporting segment develops and manufactures [removed: controls] [added: controls, calibrators, immunoassays] and [removed: calibrators] [added: other reagents] for the global clinical market.

[removed: And the] [added: The] Protein Platforms reporting segment develops and commercializes proprietary systems and consumables for protein analysis.

In fiscal [removed: 2015,] [added: 2016,] net sales from Bio-Techne’s Biotechnology, Clinical Controls and Protein Platforms segments represented [removed: 72.1%, 13.3%] [added: 64%, 21%,] and [removed: 14.6%] [added: 15%] of consolidated net sales, respectively.

Financial information relating to Bio-Techne’s segments is incorporated herein by reference to Note [removed: L] [added: 12] to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Our combined chemical and biological reagents portfolio provides new tools which customers can use in solving the complexity of important biological pathways and glean knowledge which may lead to a [removed: fuller] [added: more complete] understanding of biological processes and ultimately to the development of novel strategies to address different pathologies.

The growing interest by academic and commercial researchers in cytokines is largely due to the profound effect that tiny amounts of a cytokine can have on [removed: cell’s] [added: cells] and tissues.

We market a variety of immunoassays on different testing platforms, including microtiter-plate based kits sold under the trade name Quantikine®, multiplex immunoassays based on encoded bead technology and immunoassays based on planar spotted [removed: surfaces.][added: surfaces and microfluidic-based multiplex immunoassays on our automated testing platform.]

We also sell through third party distributors in China, Japan, southern [added: and eastern] Europe and the rest of the world.

Our sales are widely distributed, and no single end-user customer accounted for more than 10% of Biotechnology’s net sales during fiscal [removed: 2015, 2014] [added: 2016, 2015] or [removed: 2013.][added: 2014.]

A number of companies supply the worldwide market for [removed: protein related] [added: protein-related] and chemically-based research reagents, including GE Healthcare Life Sciences, BD Biosciences, Merck KGaA/EMD Chemicals, Inc., PeproTech, Inc., Santa Cruz Biotechnology, Inc., Abcam plc., Thermo Fisher Scientific, Inc., Cayman Chemical Company and Enzo Biochem, Inc. Market success is primarily dependent upon product quality, selection and reputation.

We further believe that the expanding line of our products, their recognized quality, and the growing demand for [removed: protein related] [added: protein-related] and chemically-based research reagents will allow us to remain competitive in the growing biotechnology research and diagnostic market.

Consequently, we had no significant backlog of orders for our Biotechnology segment products as of the date of this Annual Report on Form 10-K or as of a comparable date for fiscal [removed: 2014.][added: 2015.]

[removed: _Clinical Controls Segment_][added: _Clinical_ _Controls_ _Segment_]

In fiscal [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] OEM agreements accounted for [removed: $41.1] [added: $54.2] million, [removed: $41.2] [added: $41.1] million, and [removed: $10.8] [added: $41.2] million, respectively, or [added: 8%,] 9%, [removed: 12%,] and [removed: 3%] [added: 12%] of total consolidated net sales in each fiscal year, respectively.

The increase in fiscal [removed: 2014] [added: 2016] was [removed: a] [added: the] result of the acquisition of [removed: Bionostics.][added: Cliniqa.]

We sell our clinical control products directly to customers [added: and,] in [removed: the United States] [added: Europe] and [removed: primarily] [added: Asia, also] through [removed: distributors in the rest of the world.][added: distributors.]

One OEM customer accounted for approximately [removed: 13%] [added: 13%,] and 14% of Clinical Controls’ net sales during fiscal 2015 and [removed: 2014,] [added: 2014] respectively.

The principal clinical [removed: diagnostic] control competitors for our products in this segment are Abbott Diagnostics, Beckman Coulter, Inc., Bio-Rad Laboratories, Inc., Streck, Inc., Siemens Healthcare Diagnostics Inc. and Sysmex Corporation.

The primary raw material for our [removed: clinical] [added: hematology] controls products is whole blood.

The majority of the [removed: Clinical Control] [added: hematology controls] products are shipped based on a preset, recurring schedule.

There was no significant backlog of orders for our Clinical Control products as of the date of this Annual Report on Form 10-K or as of a comparable date for fiscal [removed: 2014.][added: 2015.]

_Protein [removed: Platforms_ _Segment_][added: Platforms Segment_]

Additionally we also serve the clinical markets with regulated products such as controls, calibrators, reagents and immunoassays intended for diagnostic uses.

From fiscal 2014 through fiscal 2016, we have added seven new businesses and product portfolios and formed a third segment -- Protein Platforms.

In fiscal 2015, we acquired Novus Biologicals LLC (Novus Biologicals) to expand our antibody business which was made part of our Biotechnology segment.

Zephyrus BioSciences, Inc. (Zephyrus) (March 2016) was also acquired with a product line that enables western blotting on single cells and is now part of our Protein Platforms segment.

Subsequent to the end of fiscal 2016, we acquired our Italian distributor, Space Import-Export Srl (Space) (July 2016) and Advanced Cell Diagnostics (ACD) (August 2016).

Space is a long and trusted business partner of Bio-Techne, distributing its products since 1985 and creating a very effective and visible presence in the Italian market space.

ACD develops and commercializes proprietary consumables for genomic analysis, reinventing the widely used in-situ hybridization technique.

Our mission is to build epic tools for epic science.

Our original business in this segment was focused on controls and calibrators for hematology clinical instruments.

With the acquisition of Bionostics in fiscal 2014 and Cliniqa in fiscal 2016, we expanded this segment to include blood chemistry and blood gases quality controls diagnostic immunoassays as well as other bulk and custom reagents for the in vitro diagnostic market.

Our BiosPacific brand product revenues are also now included in this segment as of fiscal 2016, and have been reclassified in prior years for comparative purposes.

Controls and Calibrators.

Bulk Reagents for Diagnostic Use.

We also develop and supply bulk purified proteins, enzymes, disease-state plasmas, infectious disease antigens and processed serums to the clinical diagnostic industry worldwide.

Often we manufacture these reagents on a custom basis to optimize their use in a customer’s diagnostic assay.

We supply these reagents in various formats including liquid, lyophilized and powder form.

This customer did not amount to 10% or more of the Company's consolidated revenue during these years.

SeraCare, HyTest Ltd and Thermo Fisher Scientific represent additional competitors in the clinical diagnostic manufacturing and reagents markets.

Other controls are derived from various bodily fluids collected which are then processed in house to isolate the product of interest or from other bulk reagent suppliers that specialize in certain products.

For the remainder of our Clinical Controls products, the shipments are determined by our customers’ needs, which can vary significantly from quarter to quarter and year to year.

Altered levels of certain proteins can prevent the cell from performing its intended function, produce the energy it requires, maintain its morphology or survive within the tissue.

However, proteins analysis is complex given the varied and unique three dimensional structure of the many proteins of interest.

The Western blot is able to report a protein’s molecular weight as well as its identity via an antibody mediated reaction.

Our Simple Western products are more sensitive than a traditional Western and in conjunction with the lower sample volume requirements and the ability to run multiple proteins simultaneously this technology offers many competitive advantages.

In fiscal 2016, we launched a new biologics product, Maurice, which profiles identity, purity, and hetergenity of biopharmaceuticals in one system.

Single Cell Western Platform.

With the acquisition of Zephyrus Biosciences in March 2016, we now sell an instrument and related reagents to perform western blot assays on individual cells versus an entire cell population.

We believe that the Zephyrus technology is a tool to elucidate the properties of individual cells to better understand cell behavior that can shape the overall cell population response in a disease or normal state.

| | | _2016_ | | | | _2015_ | | | | _201__4_ | | |

| U.K. | | | 88,680 | | | | 68,055 | | | | 55,144 | |

| Other Europe | | | 51,047 | | | | 66,022 | | | | 42,013 | |

| | | _2016_ | | | | _201__5_ | | | | _2014_ | | |

Bio-Techne is engaged in continuous ongoing research and development in all of our major product lines.

| | | _201__6_ | | | | _201__5_ | | | | _201__4_ | | |

_Fiscal 2017 Acquisitions_

On July 1, 2016, Bio-Techne’s affiliate, Bio-Techne Ltd., acquired Space Import-Export Srl (Space) of Milan, Italy for approximately $11 million.

Space is a long and trusted partner of Bio-Techne, distributing its products since 1985 and creating an effective and visible presence in the Italian market.

The acquisition of Space provides a platform to expand our sales presence in Southern Europe.

On August 1, 2016, Bio-Techne closed on the acquisition of Advanced Cell Diagnostics (ACD) for $250 million in cash plus contingent consideration of $75 million due upon the achievement of certain milestones.

The transaction was financed through a combination of cash on hand and a revolving line of credit facility that Bio-Techne obtained prior to the closing of the acquisition.

With recent acquisitions, we also support our customers with instrumentation designed to simplify key protein analysis processes.

We further expanded the product portfolio through a series of acquisitions, including, the Amgen Inc. research business in 1991, the Genzyme Corporation research business in 1998, Fortron Bio Science, Inc. and BiosPacific, Inc. (BiosPacific) in 2005, and Boston Biochem, Inc. and Tocris Holdings Limited (Tocris) in 2011.

In fiscal 2014, we strengthened our Clinical Controls solutions by acquiring Bionostics Holdings Limited (Bionostics).

With these recent investments, we are able to scale our business and expand our product portfilio as well as geographic markets.

The Bio-Techne name is derived from the Greek words “Bio,” or “life,” and “Techne,” or “the application of knowledge to practical matters.” The combination of these words and their meanings capture the essence of Bio-Techne, its products and mission.

| --- | --- | --- |

| | | |

We isolate and produce proteins in a pure form either from the native cells or through recombinant DNA technology.

With the acquisition of Tocris in April 2011, we added chemically-based products to our Biotechnology segment.

Our Clinical Controls segment develops and manufactures controls and calibrators for instruments in the global clinical market.

We offer a wide range of hematology controls and calibrators for both impedance and laser type cell counters.

We also supply hematology control products for use as proficiency testing tools by laboratory certifying authorities in a number of states and countries.

No single customer accounted for more than 10% of Clinical Controls’ net sales in fiscal 2013.

Without them, the cell cannot perform its intended function, produce the energy it requires, maintain its shape or survive in its environment.

However, proteins are difficult to interrogate because they are large, complex and unique.

This assay is an immunoassay, meaning that it requires a specific antibody in order to correctly identify the protein of interest.

The Western blot also shows the researcher the size of the protein identified.

Like the Western blot, our Simple Western also provides the user with the size of the protein and utilizes antibodies to identify specific proteins in the sample.

The Simple Western automates the entire workflow and transforms the Western blot into a gel-free, blot-free assay requiring just 30 minutes of sample prep time.

The reproducibility of the assay enables researchers to determine quantitatively how much protein exists in a given sample.

As has been demonstrated in numerous experiments conducted by us and our customers, each of our Simple Western products is more sensitive than a traditional Western, meaning that the Simple Western will detect a lower level of target protein in a given sample or allow a researcher to use less sample to run the assay.

Multiple proteins can also be assessed in every sample allowing a more holistic view of protein function.

ELISA tests detect a variety proteins, including cytokines, hormones, bacterial antigens, and antibodies.

ELISA tests can be cumbersome and time-consuming, and are not always easy to replicate, especially when attempting to test several proteins in a single assay.

Our micro-flow imaging, or MFI, platform detects both visible (10 µm and larger) and subvisible (below 10 µm) particles.

| | | _2015_ | | | | _2014_ | | | | _2013_ | | |

| Europe | | | 134,077 | | | | 97,157 | | | | 88,297 | |

Bio-Techne is engaged in ongoing research and development in all of our major product lines: controls and calibrators, protein analysis instrumentation and related reagents, and cytokines, antibodies, assays, small bioactive molecules and related biotechnology products.

Certain ProteinSimple stockholders are subject to non-compete and non-solicitation obligations for three years following the closing.

Some of Bio-Techne’s research groups use small amounts of radioactive materials in the form of radioisotopes in their product development activities.

Thus, Bio-Techne is subject to regulation and inspection by the Minnesota Department of Health and has been granted a license through August 2016.

Bio-Techne has had no difficulties in renewing this license in prior years and has no reason to believe it will not be renewed in the future.

If, however, the license was not renewed, it would have minimal effect on Bio-Techne’s business since there are other technologies the research groups could use to replace the use of radioisotopes.

Bio-Techne’s medical device excise tax for fiscal 2015 and 2014 was $0.6 million and $0.5 million, respectively.

For fiscal 2015, 2014 and 2013, total royalties expensed under these licenses were approximately $4.0 million, $3.5 million and $3.3 million, respectively.

ENVIRONMENT

Compliance with federal, state and local environmental protection laws in the United States, United Kingdom, Germany, China and Hong Kong had no material effect on Bio-Techne in fiscal 2015.

Marcel Veronneau was appointed as Vice President, Clinical Controls in March 1995.

Prior thereto, he served as Director of Operations for R&D Systems’ Clinical Controls Division since joining the Company in 1993.

As of August 26, [removed: 2015,] [added: 2016,] 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.

10-K 1 [removed: tech20150630_10k.htm] [added: tech20160630_10k.htm] FORM 10-K

[removed: FORM 10-K][added: FORM 10-K]

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [added: SECURITIES EXCHANGE ACT OF 1934]

[added: TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE] SECURITIES EXCHANGE ACT OF 1934

[removed: For the fiscal year ended June 30, 2015][added: For the fiscal year ended June 30, 2016]

For the transition period from [removed: ________to __________][added: to]

[removed: BIO-TECHNE CORPORATION][added: BIO-TECHNE CORPORATION]

| | Minnesota | 41-1427402 | [added: |]

| | (State of Incorporation) | (IRS Employer Identification No.) | [added: |]

| | [removed: 614 McKinley Place N.E., Minneapolis, MN] [added: 614 McKinley Place N.E., Minneapolis, MN] | 55413-2610 | [added: |]

| | (Address of principal executive offices) | (Zip Code) | [added: |]

Registrant’s telephone number: [removed: (612) 379-8854][added: (612) 379-8854]

[removed: Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value][added: Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value]

[removed: Name of each exchange on which registered: The Nasdaq Stock Market LLC][added: Name of each exchange on which registered: The Nasdaq Stock Market LLC]

[removed: (Nasdaq Global Select Market)][added: (Nasdaq Global Select Market)]

[removed: Securities registered pursuant to Section 12(g) of the Act: None][added: Securities registered pursuant to Section 12(g) of the Act: None]

[added: Yes (X) No ( )] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based upon the closing sale price on December 31, [removed: 2014] [added: 2015] as reported on The Nasdaq Stock Market [removed: ($92.40] [added: ($90.00] per share) was approximately [removed: $3.4] [added: $3.3] billion.

Shares of $0.01 par value Common Stock outstanding at August 26, [removed: 2015: 37,167,171][added: 2016: 37,296,323]

Portions of the Company’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders are incorporated by reference into Part III.

[removed: |] TABLE OF CONTENTS [removed: | | | |]

| | | Page | [removed: |]

| PART I | | | [removed: |]

| | | |

| | | |

| | | |

| | | |

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Yes (X) No ( )

| | | | |

| PART II | | | [removed: |]

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | | |

Controls and Procedures [removed: 56][added: 58]

| | | |

| | | |

| | | | |

| PART III | | | [removed: |]

Directors, Executive Officers and Corporate Governance [removed: 57][added: 60]

Executive Compensation [removed: 57][added: 60]

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters [removed: 57][added: 60]

Certain Relationships and Related Transactions, and Director Independence [removed: 58][added: 61]

Principal Accounting Fees and Services [removed: 59][added: 62]

| PART IV | | | [removed: |]

Exhibits, Financial Statement Schedules [removed: 59][added: 62]

| SIGNATURES | | [removed: 60 |] [added: 63] |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | | |

The Company leases the following [added: material] facilities, all of which are utilized by the Company’s Biotechnology segment with the exception of the location used by the Company’s Bionostics [removed: subsidiary] [added: and Cliniqa subsidiaries] (Clinical [removed: Control] [added: Controls] segment), and the ProteinSimple and CyVek sites which support the Protein Platforms [removed: segment:][added: segment.]

| _Subsidiary_ | | _Location_ | | _Type_ | | [removed: _Square_ _Feet_] [added: _Square Feet_] | |

| [removed: R&D Systems] [added: Bio-Techne] Europe Ltd. | | Langely, U.K. | | Warehouse | | 14,300 | |

The Company is currently pursuing new lease space for its [removed: Tocris] [added: Cliniqa] operations.

The Company believes the owned and leased properties, other than the [removed: Tocris] [added: Cliniqa] facility, are adequate to meet its occupancy needs in the foreseeable future.

Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.

| Cliniqa, Inc. | | San Marcos, California | | Office/manufacturing/warehouse | | 37,200 | |

The Company owns approximately 649 acres of farmland, including buildings, in southeast Minnesota.

A portion of the land and buildings are leased to third parties as cropland and for a dairy operation.

The remaining property is used by the Company to house animals for polyclonal antibody production for its Biotechnology segment.

Rental income from the above properties was $1.0 million, $1.0 million, and $0.8 million in fiscal 2015, 2014, and 2013, respectively.

| R&D Systems GmbH | | Wiesbaden-Nordenstadt, Germany | | Office space | | 4,200 | |

| BiosPacific, Inc. | | Emeryville, California | | Office space | | 3,000 | |

| Bio-Techne Hong Kong, Ltd. | | Hong Kong | | Office space | | 1,200 | |

| ProteinSimple Japan | | Tokyo, Japan | | Office | | 3,500 | |

| 1st Quarter | | $ | [removed: 97.15] [added: 114.56] | | | $ | [removed: 89.03] [added: 87.49] | | | $ | [removed: 83.83] [added: 97.15] | | | $ | [removed: 69.30] [added: 89.03] | |

| 2nd Quarter | | | [removed: 95.89] [added: 96.81] | | | | [removed: 86.01] [added: 83.90] | | | | [removed: 94.78] [added: 95.89] | | | | [removed: 77.14] [added: 86.01] | |

| 3rd Quarter | | | [removed: 101.60] [added: 96.83] | | | | [removed: 87.24] [added: 79.95] | | | | [removed: 96.96] [added: 101.60] | | | | [removed: 82.51] [added: 87.24] | |

| 4th Quarter | | | [removed: 103.56] [added: 114.62] | | | | [removed: 95.37] [added: 91.45] | | | | [removed: 93.06] [added: 103.56] | | | | [removed: 82.63] [added: 95.37] | |

As of August 26, [removed: 2015,] [added: 2016,] there were over 31,000 beneficial shareholders of the Company’s common stock and over 150 shareholders of record.

The Company paid quarterly cash dividends totaling [removed: $47.1] [added: $47.6] million, [removed: $45.4] [added: $47.1] million and [removed: $43.5] [added: $45.4] million in fiscal [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

The Company entered into a revolving line of credit in July [removed: 2014,] [added: 2016,] which would prohibit payment of dividends to Company shareholders in the event of a default thereunder.

There was no share repurchase activity by the Company in fiscal [removed: 2015.][added: 2016.]

[removed: ][added: ]

| | | _Fiscal 2016_ _Price_ | | | | | | | | _Fiscal 201__5_ _Price_ | | | | | | |

| | | _Fiscal 2015 Price_ | | | | | | | | _Fiscal 2014 Price_ | | | | | | |

| _Income and Share Data:_ | | [removed: _2015_ _(1)_] | [added: _2016_(1)__] | | | [removed: _2014_ _(__2__)_] | [added: _2015_(2)__] | | | [removed: _201__3_] | [added: _2014_(3)__] | | | [removed: _201__2_] | [added: _2013_] | | | [removed: _201__1_ _(__3)_] | [added: _2012_] | |

| Net sales | | $ | [removed: 452,246] [added: 499,023] | | | $ | [removed: 357,763] [added: 452,246] | | | $ | [removed: 310,575] [added: 357,763] | | | $ | [removed: 314,560] [added: 310,575] | | | $ | [removed: 289,962] [added: 314,560] | |

| Operating income | | | [removed: 147,023] [added: 150,593] | | | | [removed: 159,750] [added: 147,023] | | | | [removed: 158,469] [added: 159,750] | | | | [removed: 166,209] [added: 158,469] | | | | [removed: 163,055] [added: 166,209] | |

| Earnings before income taxes (4) | | | [removed: 154,162] [added: 147,481] | | | | [removed: 161,392] [added: 154,162] | | | | [removed: 160,662] [added: 161,392] | | | | [removed: 162,195] [added: 160,662] | | | | [removed: 164,981] [added: 162,195] | |

| Net earnings | | | [removed: 107,735] [added: 104,476] | | | | [removed: 110,948] [added: 107,735] | | | | [removed: 112,561] [added: 110,948] | | | | [removed: 112,331] [added: 112,561] | | | | [removed: 112,302] [added: 112,331] | |

| Diluted earnings per share | | | [removed: 2.89] [added: 2.80] | | | | [removed: 3.00] [added: 2.89] | | | | [removed: 3.05] [added: 3.00] | | | | [removed: 3.04] [added: 3.05] | | | | [removed: 3.02] [added: 3.04] | |

| Average common and common equivalent shares - diluted (in thousands) | | | [removed: 37,231] [added: 37,326] | | | | [removed: 37,005] [added: 37,231] | | | | [removed: 36,900] [added: 37,005] | | | | [removed: 37,006] [added: 36,900] | | | | [removed: 37,172] [added: 37,006] | |

| _Balance Sheet Data as of June 30:_ | | [removed: _2015_] [added: _201__6_] | | | | [removed: _201__4_] [added: _201__5_] | | | | [removed: _201__3_] [added: _201__4_] | | | | [removed: _201__2_] [added: _201__3_] | | | | [removed: _201__1_] [added: _201__2_] | | |

| Cash, cash equivalents and short-term available-for-sale investments | | | [removed: 110,921] [added: 95,835] | | | $ | [removed: 363,354] [added: 110,921] | | | $ | [removed: 332,937] [added: 363,354] | | | $ | [removed: 268,986] [added: 332,937] | | | $ | [removed: 140,813] [added: 268,986] | |

| Working capital | | | [removed: 208,515] [added: 199,744] | | | | [removed: 443,022] [added: 208,515] | | | | [removed: 377,432] [added: 443,022] | | | | [removed: 310,757] [added: 377,432] | | | | [removed: 212,229] [added: 310,757] | |

| Total assets | | | [removed: 1,063,360] [added: 1,129,581] | | | | [removed: 862,491] [added: 1,063,360] | | | | [removed: 778,098] [added: 862,491] | | | | [removed: 719,324] [added: 778,098] | | | | [removed: 617,670] [added: 719,324] | |

| Total shareholders’ equity | | | [removed: 846,935] [added: 879,280] | | | | [removed: 795,265] [added: 846,935] | | | | [removed: 737,541] [added: 795,265] | | | | [removed: 674,442] [added: 737,541] | | | | [removed: 586,122] [added: 674,442] | |

| _Cash Flow Data:_ | | [removed: _2015_] [added: _201__6_] | | | | [removed: _201__4_] [added: _201__5_] | | | | [removed: _201__3_] [added: _201__4_] | | | | [removed: _201__2_] [added: _201__3_] | | | | [removed: _201__1_] [added: _201__2_] | | |

| Net cash provided by operating activities | | $ | [removed: 139,359] [added: 143,870] | | | $ | [removed: 136,762] [added: 139,359] | | | $ | [removed: 123,562] [added: 136,762] | | | $ | [removed: 126,746] [added: 123,562] | | | $ | [removed: 127,194] [added: 126,746] | |

| Capital expenditures | | | [removed: 19,904] [added: 16,898] | | | | [removed: 13,821] [added: 19,904] | | | | [removed: 22,454] [added: 13,821] | | | | [removed: 6,017] [added: 22,454] | | | | [removed: 3,630] [added: 6,017] | |

| Cash dividends declared per share | | | [removed: 1.27] [added: 1.28] | | | | [removed: 1.23] [added: 1.27] | | | | [removed: 1.18] [added: 1.23] | | | | [removed: 1.11] [added: 1.18] | | | | [removed: 1.07] [added: 1.11] | |

| _Employee Data as of June 30:_ | | [removed: _2015_] [added: _201__6_] | | | | [removed: _201__4_] [added: _201__5_] | | | | [removed: _201__3_] [added: _201__4_] | | | | [removed: _201__2_] [added: _201__3_] | | | | [removed: _201__1_] [added: _201__2_] | | |

| Employees | | | [removed: 1,356] [added: 1,560] | | | | [removed: 967] [added: 1,356] | | | | [removed: 789] [added: 967] | | | | [removed: 783] [added: 789] | | | | [removed: 763] [added: 783] | |

| [removed: (1)] [added: (2)] | The Company acquired Novus [removed: Holdings LLC (Novus)] [added: Biologicals] on July 2, 2014, ProteinSimple on July 31, 2014, and [removed: CyVek Inc.] [added: CyVek,] on November 3, 2014. |

| [removed: (2)] [added: (3)] | The Company acquired Bionostics [removed: Holdings, Ltd] on July 22, 2013 and [removed: Shanghai] PrimeGene [removed: Bio-Tech Co.] on April 30, 2014. |

| (4) | Earnings before income taxes included acquisition related expenses related to amortization of intangibles, costs recognized on sale of acquired inventories and professional fees associated with acquisition activity, as follows: [added: 2016 - $37.6 million;] 2015 - $37.6 million; 2014 - $20.0 million; 2013 - $10.2 million; 2012 - $12.7 [removed: million; 2011 - $5.0 million; 2010.] [added: million.] |

| (1) | The Company acquired Cliniqa on July 8, 2015, and Zephyrus on March 21, 2016. |

| (3) | The Company acquired Boston Biochem, Inc. on April 1, 2011 and Tocris Holdings Limited and subsidiaries on April 28, 2011. |

CONSOLIDATED STATEMENTS OF [removed: EARNINGS AND] [added: EARNINGS AND] COMPREHENSIVE INCOME

[removed: _Bio-__T__echne_ _Corporation] [added: _Bio-Techne Corporation] and Subsidiaries

| | | _Year Ended June 30,_ | | | | | | | | | | | [added: | | |]

| | | [removed: _201__5_] [added: _201__6_] | | | | [removed: _20__14_] [added: _201__5_] | | | | [removed: _20__13_] [added: _201__4_] | | |

| Net sales | | $ | [removed: 452,246] [added: 499,023] | | | $ | [removed: 357,763] [added: 452,246] | | | $ | [removed: 310,575] [added: 357,763] | |

| Cost of sales | | | [removed: 144,969] [added: 162,364] | | | | [removed: 106,352] [added: 144,969] | | | | [removed: 79,465] [added: 106,352] | |

| Gross margin | | | [removed: 307,277] [added: 336,659] | | | | [removed: 251,411] [added: 307,277] | | | | [removed: 231,110] [added: 251,411] | |

| Selling, general and administrative | | | [removed: 119,401] [added: 140,879] | | | | [removed: 60,716] [added: 119,401] | | | | [removed: 43,384] [added: 60,716] | |

| Research and development | | | [removed: 40,853] [added: 45,187] | | | | [removed: 30,945] [added: 40,853] | | | | [removed: 29,257] [added: 30,945] | |

| Total operating expenses | | | [removed: 160,254] [added: 186,066] | | | | [removed: 91,661] [added: 160,254] | | | | [removed: 72,641] [added: 91,661] | |

| Operating income | | | [removed: 147,023] [added: 150,593] | | | | [removed: 159,750] [added: 147,023] | | | | [removed: 158,469] [added: 159,750] | |

| Interest expense | | | [removed: (1,544] [added: (1,748] | ) | | | [removed: 0] [added: (1,544] | [added: )] | | | 0 | |

| Interest income | | | [removed: 634] [added: 249] | | | | [removed: 2,684] [added: 634] | | | | [removed: 2,646] [added: 2,684] | |

| Other non-operating income (expense), net | | | [removed: 8,049] [added: (1,613] | [added: )] | | | [removed: (1,042] [added: 8,049] | [removed: )] | | | [removed: (453] [added: (1,042] | ) |

| Total other income (expense) | | | [removed: 7,139] [added: (3,112] | [added: )] | | | [removed: 1,642] [added: 7,139] | | | | [removed: 2,193] [added: 1,642] | |

| Earnings before income taxes | | | [removed: 154,162] [added: 147,481] | | | | [removed: 161,392] [added: 154,162] | | | | [removed: 160,662] [added: 161,392] | |

| Income taxes | | | [removed: 46,427] [added: 43,005] | | | | [removed: 50,444] [added: 46,427] | | | | [removed: 48,101] [added: 50,444] | |

| Net earnings | | | [removed: 107,735] [added: 104,476] | | | | [removed: 110,948] [added: 107,735] | | | | [removed: 112,561] [added: 110,948] | |

| Foreign currency translation adjustments | | | [removed: (36,513] [added: (19,932] | ) | | | [removed: 15,819] [added: (36,513] | [added: )] | | | [removed: (3,538] [added: 15,819] | [removed: )] |

| Unrealized (losses) gains on available-for-sale investments, net of tax of [removed: 3,895, ($17,110)] [added: ($3,794), $3,895,] and [removed: ($2,129),] [added: ($17,110)] respectively | | | [removed: 11,308] [added: (19,924] | [added: )] | | | [removed: (35,760] [added: 11,308] | [removed: )] | | | [removed: (3,684] [added: (35,760] | ) |

| Other comprehensive (loss) income | | | [removed: (25,205] [added: (39,812] | ) | | | [removed: (19,941] [added: (25,205] | ) | | | [removed: (7,222] [added: (19,941] | ) |

| Comprehensive income | | $ | [removed: 82,530] [added: 64,664] | | | $ | [removed: 91,007] [added: 82,530] | | | $ | [removed: 105,339] [added: 91,007] | |

| Basic | | $ | [removed: 2.90] [added: 2.81] | | | $ | [removed: 3.01] [added: 2.90] | | | $ | [removed: 3.06] [added: 3.01] | |

| Diluted | | $ | [removed: 2.89] [added: 2.80] | | | $ | [removed: 3.00] [added: 2.89] | | | $ | [removed: 3.05] [added: 3.00] | |

| Cash dividends per common share: | | $ | [removed: 1.27] [added: 1.28] | | | $ | [removed: 1.23] [added: 1.27] | | | $ | [removed: 1.18] [added: 1.23] | |

| Basic | | | [removed: 37,096] [added: 37,194] | | | | [removed: 36,890] [added: 37,096] | | | | [removed: 36,836] [added: 36,890] | |

| Diluted | | | [removed: 37,231] [added: 37,326] | | | | [removed: 37,005] [added: 37,231] | | | | [removed: 36,900] [added: 37,005] | |

[removed: CONSOLIDATED BALANCE] [added: CONSOLIDATED BALANCE] SHEETS

[removed: _Bio-__T__echne_ _Corporation and Subsidiaries__(in] [added: (in] thousands, except share and per share data)_

| | | [removed: _201__5_] [added: _201__6_] | | | | [removed: _20__14_] [added: _201__5_] | | |

| Cash and cash equivalents [added: at end of year] | | $ | [added: 64,237 | | | $ |] 54,532 | | | $ | 318,568 | |

| Short-term available-for-sale investments | | | [removed: 56,389] [added: 31,598] | | | | [removed: 44,786] [added: 56,389] | |

| Accounts receivable, less allowance for doubtful accounts of $555 and $487, respectively | | | [removed: 70,034] [added: 93,393] | | | | [removed: 55,001] [added: 70,034] | |

| Deferred income taxes | | | [removed: 11,511] [added: 0] | | | | [removed: 9,623] [added: 11,511] | |

| Inventories | | | [removed: 49,577] [added: 57,102] | | | | [removed: 38,847] [added: 49,577] | |

| Other current assets | | | [removed: 6,240] [added: 7,561] | | | | [removed: 2,588] [added: 6,240] | |

| Total current assets | | | [removed: 248,283] [added: 253,891] | | | | [removed: 469,413] [added: 248,283] | |

[removed: | Available-for-sale investments | | | 0 | | | | 3,575 | |][added: Available-For-Sale Investments:_]

| Property and equipment, net | | | [removed: 129,749] [added: 132,362] | | | | [removed: 117,120] [added: 129,749] | |

| [removed: Goodwill] [added: Consolidated goodwill] | | [added: $] | [added: 430,882 | | | $ |] 390,638 | | | [added: $] | 151,473 | |

| Cash and cash equivalents | | $ | 64,237 | | | $ | 54,532 | |

| Goodwill | | | 430,882 | | | | 390,638 | |

| | | $ | 1,129,581 | | | $ | 1,063,360 | |

| | | $ | 1,129,581 | | | $ | 1,063,360 | |

| Net earnings | | | | | | | | | | | | | | | 104,476 | | | | | | | | 104,476 | |

| Surrender and retirement of stock to exercise options | | | (0 | ) | | | (0 | ) | | | (31 | ) | | | | | | | | | | | (31 | ) |

| Common stock issued to employee stock purchase plan | | | 9 | | | | | | | | 692 | | | | | | | | | | | | 692 | |

| Employee stock purchase plan expense | | | | | | | | | | | 144 | | | | | | | | | | | | 144 | |

| Balances at June 30, 2016 | | | 37,254 | | | $ | 372 | | | $ | 178,760 | | | $ | 770,553 | | | $ | (70,405 | ) | | | 879,280 | |

_Bio-Techne Corporation and Subsidiaries

| | | _201__6_ | | | | _201__5_ | | | | _201__4_ | | |

_Bio-Techne Corporation and Subsidiaries_

Description of Business and Summary of Significant Accounting Policies:_

In November 2015, the FASB issued ASU 2015-17, "Income Taxes: Balance Sheet Classification of Deferred Taxes." ASU 2015-17 requires that deferred income tax liabilities and assets be classified as non-current in a statement of financial position.

The Company elected early adoption of this guidance during the quarter ended March 31, 2016, on a prospective basis.

The adoption of this ASU allows the Company to simplify its presentation of deferred income tax liabilities and assets.

Prior periods were not retrospectively adjusted.

Acquisitions:_

_Zephyrus Biosciences, Inc._

On March 14, 2016, the Company acquired Zephyrus Biosciences, Inc. (Zephyrus) for $8 million in cash and up to $7 million in contingent consideration.

Zephyrus provides research tools to enable protein analysis at the single cell level.

Addressing the burgeoning single cell analysis market, Zephyrus's first product, Milo™, enables western blotting on individual cells for the first time.

The acquisition was funded with cash on hand.

The purchase price of Zephyrus exceeded the preliminary estimated fair value of the identifiable net assets and, accordingly, the difference was allocated to goodwill, substantially all of which is not tax deductible.

Zephryus is included in the Company's Protein Platforms segment.

In connection with the Zephyrus acquisition, the Company recorded $7.4 million of in process research and development which is not amortized until it is converted to developed technology which occurs once a sale of its product is completed.

The intangible asset amortization for the developed technology is not deductible for income tax purposes.

Of further note the purchase accounting for this acquisition is still open and has not been finalized.

The Company will pay Zephyrus former shareholders and additional $3.5 million if and when 10 instruments are sold prior to the 3 year anniversary of the closing date (March 14, 2019).

In addition, the Company will pay Zephyrus former shareholders an additional $3.5 million if and when $3 million in cumulative sales are generated within 4.5 yrs of the closing date (September 14, 2020).

We have established an initial estimate of the fair value of these contingent consideration payments to be $3.5 million in total.

The Company is still in the process of finalizing the purchase accounting related to this acquisition.

The goodwill recorded as a result of the Zephyrus acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration from future products and customers.

_Cliniqa Corporation_

The acquisition was funded with a cash on hand and with funds obtained from our revolving credit facility.

Cliniqa is included in the Company’s Clinical Controls segment.

In connection with the Cliniqa acquisition, the Company recorded $18 million of developed technology intangible assets that have an estimated useful life of 14 years, $27 million of customer relationship intangible assets that have an estimated useful life of 13 years, and $1.1 million related to trade mark and trade names with a useful life of 4 years.

The goodwill recorded as a result of the Cliniqa acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration from future products and customers.

_CyVek Inc_

_ProteinSimple_

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| Investments in unconsolidated entities | | | 0 | | | | 10,446 | |

| Related party note payable, long-term | | | 0 | | | | 6,997 | |

| Balances at June 30, 2012 | | | 36,826 | | | $ | 368 | | | $ | 131,851 | | | $ | 520,448 | | | $ | 21,775 | | | $ | 674,442 | |

| Net earnings | | | | | | | | | | | | | | | 112,561 | | | | | | | | 112,561 | |

| Repurchase of common stock | | | (28 | ) | | | (0 | ) | | | | | | | (1,821 | ) | | | | | | | (1,821 | ) |

| Net (gain) loss from equity method investees | | | 0 | | | | 0 | | | | (570 | ) |

| Purchase of common stock for stock bonus plans | | | 0 | | | | 0 | | | | (573 | ) |

| Repurchase of common stock | | | 0 | | | | 0 | | | | (1,821 | ) |

| Cash and cash equivalents at end of year | | $ | 54,532 | | | $ | 318,568 | | | $ | 163,786 | |

_Note 1._ _Description of_ _B__usiness and_ _S__ummary of_ _S__ignificant_ _A__ccounting_ _P__olicies:_

Sales of previously unvalued protein, antibody and chemically-based inventory for fiscal years 2015, 2014, and 2013 were not material.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

The Company’s Condensed Consolidated Financial Statements include the following from the above acquisitions:

| | | _Novus_ | | | | _Protein__\-_ _Simple_ | | | | _CyVek_ | | |

| Net sales | | $ | 21,092 | | | $ | 65,512 | | | $ | 735 | |

| Net income (loss) | | | (610 | ) | | | (3,624 | ) | | | (4,196 | ) |

| Amortization expense | | | 1,898 | | | | 11,364 | | | | 981 | |

The unaudited pro forma financial information below summarizes the combined results of operations for Bio-Techne and the above acquisitions as though the companies were combined as of the beginning fiscal 2014.

The pro forma financial information for all periods presented includes the purchase accounting effects resulting from these acquisitions.

The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2014.

| | | _For the Year Ended June, 30_ | | | | | | |

| | | _2015_ | | | | _2014_ | | |

| Net sales | | $ | 457,270 | | | $ | 433,034 | |

| Net income | | | 104,132 | | | | 100,958 | |

Subsequent Events.

| | | _2015_ | | | | | | | | _20__14_ | | | | | | |

| State and municipal debt securities | | $ | 0 | | | $ | 0 | | | $ | 3,525 | | | $ | 3,525 | |

| Corporate debt securities | | | 0 | | | | 0 | | | | 100 | | | | 100 | |

| | | $ | 33,561 | | | | 56,389 | | | $ | 40,736 | | | $ | 48,361 | |

The Company’s investment in equity securities consists of investments in the common stock and warrants of ChemoCentryx, Inc. (CCXI).

The warrants are to purchase 150,000 shares of CCXI common stock at $20 per share and expire in February, 2022.

The fair value of the warrants as of June 30, 2015 and 2014 were $52.3 million and $37.1 million, respectively, and were valued using Level 2 inputs.

At June 30, 2015, the Company holds an approximate 14% interest in CCXI.

Proceeds from maturities or sales of available-for-sale securities were $13.5 million, $289 million, and $104 million during fiscal 2015, 2014, and 2013, respectively.

There were no material realized gains or losses on these sales.

[added: | _a._ |] _Evaluation of Disclosure Controls and Procedures_ [added: |]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that [added: due to material weaknesses in] our [added: internal control over financial reporting described below in Management’s Report on Internal Control over Financial Reporting, our] disclosure controls and procedures were [added: not] effective as of June 30, [removed: 2015.][added: 2016.]

[removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | _d._ | _Changes in Internal Control over Financial Reporting_ |]

[removed: Our] [added: A company’s] internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting [removed: and the preparation of financial statements] for external purposes in accordance with [removed: GAAP.][added: U.S. generally accepted accounting principles.]

Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, [removed: 2015.][added: 2016.]

In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework [removed: (1992)”] [added: (2013),”] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

Based on [removed: this assessment,] [added: our assessment and those criteria,] management has [removed: determined] [added: concluded] that our internal control over financial reporting was [added: not] effective as of June 30, [removed: 2015.][added: 2016 due to the material weaknesses described as follows:]

The Company’s internal control over financial reporting as of June 30, [removed: 2015] [added: 2016] has been audited by KPMG LLP, [removed: as stated in their report which is included elsewhere herein.][added: an independent registered public company accounting firm.]

There [removed: was] [added: were] no [removed: change] [added: changes] in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

| --- | --- |

Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. generally accepted accounting principles.

_b._ _M__anagement’s_ _R__eport_ _on_ _I__nternal_ _C__ontrol_ _over_ _F__inancial_ _R__eporting_

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

We acquired Cliniqa on July 8, 2015 and Zephyrus on March 14, 2016.

Cliniqa and Zephyrus represented approximately 9.0% of our total assets and 5.3% of our total revenues as of and for the year ended June 30, 2016.

We excluded from our assessment of the effectiveness of our internal control over financial reporting as of June 30, 2016 internal control over financial reporting associated with Cliniqa and Zephyrus.

The Company did not maintain an effective control environment and effective risk assessment, information and communication, and monitoring processes.

Specifically, the Company did not have:

| | ● | sufficient resources within the organization with assigned responsibility and accountability over the design and operation of internal control |

| --- | --- | --- |

| | ● | effective risk assessment processes to identify and analyze risks to our financial reporting objectives associated with certain of our IT platforms |

| | ● | effective processes to ascertain whether internal controls associated with certain of our IT platforms were present and/or functioning. |

As a consequence, the Company did not have effective control activities over the establishment of general information technology controls (GITCs) for certain of its IT platforms, specifically program change controls and user access.

Due to the impact of these ineffective GITCs, automated controls and manual controls that rely on data produced by and maintained within these IT system applications, including the general ledger, were also ineffective.

Therefore, the Company failed to maintain effective controls that were fully responsive to risks over the completeness and accuracy of data used in the financial reporting process, potentially impacting all financial statement accounts.

Although no material misstatements were identified in our consolidated financial statements, these control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis.

We have concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of June 30, 2016.

KPMG LLP’s report contains an adverse opinion on the effectiveness of our internal control over financial reporting, which is included in Item 8 in this Form 10-K.

| _c._ | _Remedial Measures_ |

| --- | --- |

The Company is in the process of improving its procedures relating to the completeness and accuracy of system generated reports utilized in the financial reporting process.

On July 1, 2016, management implemented a new ERP system at its Minneapolis location.

With the implementation of the new ERP system, management expects to transition to a more automated control environment with reduced dependency on manual controls.

With this increased focus on automated application controls, management will also ensure it has established and maintained effective GITCs.

The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We believe this remediation will occur in fiscal 2017 and will strengthen our internal control over financial reporting and will prevent a reoccurrence of the material weaknesses described above.

| --- | --- |

_Changes in Internal Control over Financial Reporting_

As previously announced, we acquired Novus on July 2, 2014, ProtienSimple on July 31, 2014, and CyVek on November 3, 2014.

Novus, ProteinSimple, and CyVek accounted for approximately $21 million, $66 million, and $1 million of fiscal 2015 consolidated net sales.

We have not fully evaluated any changes in internal control over financial reporting associated with these acquisitions.

Therefore, management's assessment of internal control over financial reporting as of June 30, 2015 excluded a portion of internal control over financial reporting related to these acquisitions.

We intend to disclose all material changes resulting from these acquisitions within or prior to the time of our first annual assessment of internal control over financial reporting that is required to include these entities.

The results reported in this quarterly report include those of Novus, ProteinSimple, and CyVek.

Other than “Executive Officers of the Registrant” which is set forth at the end of Item 1 in Part I of this report, the information required by Item 10 is incorporated herein by reference to the sections entitled "Election of Directors," [added: "Principle Shareholders" and] "Additional Corporate Governance Matters" [removed: and "Principal Shareholders"] in the Company’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 11 is incorporated herein by reference to the sections entitled “Election of Directors” and "Executive Compensation" in the Company’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

OWNERS AND MANAGEMENT AND [removed: RELATED SHAREHOLDER] [added: RELATED SHAREHOLDER] MATTERS

The [removed: remaining] information required by Item 12 is incorporated by reference to the sections entitled "Principal Shareholders" and "Management Shareholdings" in the Company’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

Information about the Company’s equity compensation plans at June 30, 2015 is as follows:

| _Plan Category_ | | _Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants_ _and Rights_ | | | | _Weighted-Average Exercise Price of Outstanding Options, Warrants_ _and Rights_ | | | | _Number of Securities Remaining Available for Future Issuance Under Equity_ _Compensation Plans_ | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity compensation plans approved by Shareholders (1) | | | 1,166 | | | $ | 81.57 | | | 1.1 million | | |

| Equity compensation plans not approved by Shareholders | | | 0 | | | | 0 | | | | 0 | |

| | |

| --- | --- |

| (1) | Includes the Company’s 2010 Equity Incentive Plan, 1997 Incentive Stock Option Plan and 1998 Nonqualified Stock Option Plan. |

The information required by Item 13 is incorporated by reference to the sections entitled "Election of Directors" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 14 is incorporated herein by reference to the section entitled "Audit Matters" in the Company’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013][added: 2014]

Consolidated Balance Sheets as of June 30, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Cash Flows for the Years Ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Notes to Consolidated Financial Statements for the Years Ended June 30, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

| Date: August [removed: 31, 2015] [added: 29, 2016] | | /s/ Charles Kummeth | |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Robert V. Baumgartner |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Roger C. Lucas, Ph.D. |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Randolph C. Steer, Ph.D., M.D. |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Charles A. Dinarello, M.D. |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Karen A. Holbrook, Ph.D. |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ John L. Higgins |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Roeland Nusse, Ph.D. |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Harold J. Wiens |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ Charles Kummeth |

| August [removed: 31, 2015] [added: 29, 2016] | /s/ James Hippel |

for Form 10-K for the [removed: 2015 Fiscal] [added: 2016 Fiscal] Year

| 3.2 | [added: Second] Amended and Restated Bylaws of the [removed: Company--incorporated by reference] [added: Company—attached here] to [added: as] Exhibit 3.2 [removed: of the Company’s 10-Q dated February 9, 2015.*] |

| 10.6 | [removed: Description of] Management Incentive [removed: Bonus Under the Bio-Techne Corporation 2010 Equity Incentive Plan--incorporated] [added: Plan] by reference to Exhibit 10.13 of the Company’s 10-K for the year ended June 30, 2013.* |

| 10.7 | [added: Amended and Restated] 2010 Equity Incentive [removed: Plan--incorporated] [added: Plan – incorporated] by reference to Exhibit 10.1 of the Company’s 8-K dated October [removed: 28, 2010.*] [added: 30, 2015*] |

| 10.8 | Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Award] Agreement for [removed: the] [added: Amended and Restated] 2010 Equity Incentive [removed: Plan--incorporated] [added: Plan – incorporated] by reference to Exhibit 10.2 of the Company’s 8-K dated October [removed: 28, 2010.*] [added: 30, 2015*] |

| 10.9 | Form of [removed: Incentive] [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement for [removed: the] [added: Amended and Restated] 2010 Equity Incentive [removed: Plan--incorporated] [added: Plan – incorporated] by reference to Exhibit 10.3 of the Company’s 8-K dated October [removed: 28, 2010.*] [added: 30, 2015*] |

| [removed: 10.10] [added: 10.11] | Form of Incentive Stock Option Agreement [removed: under the Company’s] [added: for Amended and Restated] 2010 Equity Incentive [removed: Plan--incorporated] [added: Plan – incorporated] by reference to Exhibit [removed: 10.6] [added: 10.5] of the Company’s [removed: 10-Q] [added: 8-K] dated [removed: February 9,] [added: October 30,] 2015.* |

| [removed: 10.11] [added: 10.12] | Form of Employee Non-Qualified Stock Option Agreement [removed: under the Company’s] [added: for Amended and Restated] 2010 Equity Incentive [removed: Plan—incorporated] [added: Plan – incorporated] by reference to Exhibit [removed: 10.7] [added: 10.6] of the Company’s [removed: 10-Q] [added: 8-K] dated [removed: February 9,] [added: October 30,] 2015.* |

| [removed: 10.12] [added: 10.13] | Form of Director Non-Qualified Stock Option Agreement [removed: under the Company’s] [added: for Amended and Restated] 2010 Equity Incentive [removed: Plan—incorporated] [added: Plan – incorporated] by reference to Exhibit [removed: 10.8] [added: 10.7] of the Company’s [removed: 10-Q] [added: 8-K] dated [removed: February 9,] [added: October 30,] 2015.* |

| 10.24 | Credit Agreement by and among [removed: Techne] [added: Bio-Techne] Corporation, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, [added: Swing Line Lender and a lender] dated July 28, [removed: 2014--incorporated] [added: 2016--incorporated] by reference to Exhibit 10.1 of the Company’s 8-K dated [removed: July 28, 2014.*] [added: August 2, 2016.*] |

| 10.28 | Employment Agreement by and between the Company and Mr. Robert Gavin dated November 25, 2014--incorporated by reference to Exhibit 10.5 of the Company’s 10-Q dated February 9, [removed: 2015.] [added: 2015.*] |

| 10.29 | First Amendment to Employment Agreement by and between the Company and Robert Gavin, effective January 30, [removed: 2015\--incorporated] [added: 2015--incorporated] by reference to Exhibit 10.3 of the Company’s 10-Q dated February 9, [removed: 2015.] [added: 2015.*] |

| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2015,] [added: 2016,] formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. [removed: \\] |

| 10.10 | Form of the Performance Unit Award Agreement for Amended and Restated 2010 Equity Incentive Plan – incorporated by reference to Exhibit 10.4 of the Company’s 8-K dated October 30, 2015.* |

| 10.30 | Form of Amendment to Employment Agreement by and between Bio-Techne Corporation and Executive Officer dated October 15, 2015 – incorporated by reference to Exhibit 10.1 of the Company’s 10-Q dated November 9, 2015.* |

| 10.31 | Employment Agreement by and between Bio-Techne Corporation and Executive Officer dated December 29, 2015 – incorporated by reference to Exhibit 10.1 of the Company’s 10-Q dated February 9, 2016.* |

| 10.32 | Agreement and Plan of Merger by and among Bio-Techne Corporation, New Merger Sub Inc., Advanced Cell Diagnostics, Inc. and Fortis Advisors, LLC as the security holders’ Representative, dated July 6, 2016 – incorporated by reference to Exhibit 2.1 of the Company’s 8-k dated July 7, 2016.* |

| 3.2 | Second Amended and Restated Bylaws of the Bio-Techne Corporation. |