SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The U.S. Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those disclosed in the statement.



This Form 10-Q contains certain "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995, including statements regarding future financial performance, and
the objectives and expectations of management. Forward-looking statements often
include words such as "believes," "expects," "anticipates," "estimates,"
"intends," "plans," "seeks" or words of similar meaning, or future or
conditional verbs, such as "will," "should," "could" or "may." Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations and
assumptions regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions.

Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to
predict and many of which are outside of our control. Our actual results and
financial condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not place undue reliance on
any of these forward-looking statements.

Any number of factors could affect our actual results and cause such results to
differ materially from those contemplated by any forward-looking statements,
including, but not limited to, the following: the COVID-19 pandemic and measures
taken in response thereto; our dependence on relationships with sales
representatives and service technicians to retain customers and develop
business; potential disruption of distribution capabilities, including service
issues with third-party shippers; our dependence on suppliers to manufacture and
supply substantially all of the products we sell; the risk of the products we
sell becoming obsolete or containing undetected errors; adverse changes in
supplier rebates; the risk that private label sales could adversely affect our
relationships with suppliers; our dependence on positive perceptions of
Patterson's reputation; risks inherent in acquiring and disposing of assets or
other businesses and the risks inherent in integrating acquired businesses; our
ability to comply with restrictive covenants in our credit agreement; our
dependence on leadership development and succession planning; the risk that our
governing documents and Minnesota law may discourage takeovers and business
combinations; the effects of the highly competitive and consolidating dental and
animal health supply markets in which we compete; exposure to the risks of the
animal production business, including changing consumer demand, the cyclical
livestock market, and other factors outside our control; risks from the
formation of

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GPOs, provider networks and buying groups that may shift purchasing decisions
and place us at a competitive disadvantage; increases in over-the-counter sales
and e-commerce options for companion animal products or sales of companion
animal products from non-veterinarian sources; change and uncertainty in the
health care industry, including the effects of health care reform; failure to
comply with existing or future U.S. or foreign laws and regulations including
those governing the distribution of pharmaceuticals and controlled substances;
public concern over the abuse of opioid medication in the U.S.; failure to
comply with health care fraud or other laws and regulations; litigation risks,
including the diversion of management's attention, the cost of defending against
such actions, the possibility of damage awards or settlements, fines or
penalties, or equitable remedies (including but not limited to the revocation of
or non-renewal of licenses) and inherent uncertainty; failure to comply with
evolving data privacy laws and regulations; tax legislation; the risks inherent
in international operations, including currency fluctuations; risks associated
with information systems and cyber-security attacks; disruptions from our
enterprise resource planning system; and the risk of being required to record
significant impairment charges if our Dental segment's goodwill or other
intangible assets become impaired.

The order in which these factors appear should not be construed to indicate
their relative importance or priority. We caution that these factors may not be
exhaustive, accordingly, any forward-looking statements contained herein should
not be relied upon as a prediction of actual results.

You should carefully consider these and other relevant factors, including those
risk factors in Part I, Item 1A, ("Risk Factors") in our most recent Form 10-K,
and information which may be contained in our other filings with the U.S.
Securities and Exchange Commission, or SEC, when reviewing any forward-looking
statement.

Investors should understand it is impossible to predict or identify all such
factors or risks. As such, you should not consider the foregoing list, or the
risks identified in our SEC filings, to be a complete discussion of all
potential risks or uncertainties.

Any forward-looking statement made in this Form 10-Q is based only on
information currently available to us and speaks only as of the date on which it
is made. We do not undertake any obligation to release publicly any revisions to
any forward-looking statements whether written or oral, that may be made from
time to time, whether as a result of new information, future developments or
otherwise.

OVERVIEW

Our financial information for the first nine months of fiscal 2022 is summarized
in this Management's Discussion and Analysis and the Condensed Consolidated
Financial Statements and related Notes. The following background is provided to
readers to assist in the review of our financial information.

We present three reportable segments: Dental, Animal Health and Corporate.
Dental and Animal Health are strategic business units that offer similar
products and services to different customer bases. Dental provides a virtually
complete range of consumable dental products, equipment and software, turnkey
digital solutions and value-added services to dentists and dental laboratories
throughout North America. Animal Health is a leading, full-line distributor in
North America and the U.K. of animal health products, services and technologies
to both the production-animal and companion-pet markets. Our Corporate segment
is comprised of general and administrative expenses, including home office
support costs in areas such as information technology, finance, legal, human
resources and facilities. In addition, customer financing and other
miscellaneous sales are reported within Corporate results.

Operating margins of the animal health business are lower than the dental business. While operating expenses run at a lower rate in the animal health business when compared to the dental business, gross margins in the animal health business are lower due generally to the low margins experienced on the sale of pharmaceutical products.



We operate with a 52-53 week accounting convention with our fiscal year ending
on the last Saturday in April. The third quarter of fiscal 2022 and 2021
represents the 13 weeks ended January 29, 2022 and the 13 weeks ended January
23, 2021, respectively. The nine months ended January 29, 2022 and January 23,
2021 included 40 and 39 weeks, respectively. Fiscal 2022 will include 53 weeks
and fiscal 2021 included 52 weeks.

We believe there are several important aspects of our business that are useful
in analyzing it, including: (1) growth in the various markets in which we
operate; (2) internal growth; (3) growth through acquisition; and (4) cost
controls and efficiency enhancements. Management defines internal growth as net
sales adjusted to exclude the impact of foreign currency, changes in product
selling relationships, contributions from recent acquisitions and differences in
the number of weeks in fiscal periods. Foreign currency impact represents the
difference in results that is

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attributable to fluctuations in currency exchange rates the company uses to
convert results for all foreign entities where the functional currency is not
the U.S. dollar. The company calculates the impact as the difference between the
current period results translated using the current period currency exchange
rates and using the comparable prior period's currency exchange rates. The
company believes the disclosure of net sales changes in constant currency
provides useful supplementary information to investors in light of fluctuations
in currency rates.

FACTORS AFFECTING OUR RESULTS



COVID-19. The COVID-19 pandemic, including closures and other steps taken by
governmental authorities in response to the virus, has had a significant impact
on our businesses. As part of our broad-based effort to respond to the COVID-19
pandemic, we implemented cost reduction measures, including temporary salary
reductions, furloughs and reduced work hours across our workforce during the
period from May 1, 2020 through July 31, 2020. Within our Dental segment, the
effect became less significant during the first quarter of fiscal 2021, as
dental offices began opening for elective procedures. In addition, we recorded
increased sales of infection control products starting in the first quarter of
fiscal 2021 within the Dental segment. The disruptions we experienced in our
production animal business as a result of the pandemic became less significant
after the first quarter of fiscal 2021.

Gains on Vetsource Investment. During the three months ended July 31, 2021, we
sold a portion of our investment in Vetsource, a commercial partner and leading
home delivery provider for veterinarians, with a carrying value of $25.8 million
for $56.8 million. We recorded a pre-tax gain of $31.0 million in gains on
investments in our condensed consolidated statements of operations and other
comprehensive income as a result of this sale. The cash received of $56.8
million is reported within investing activities in our condensed consolidated
statements of cash flows. During the three months ended July 31, 2021, we also
recorded a pre-tax non-cash gain of $31.0 million to reflect the increase in the
carrying value of the remaining portion of our investment in Vetsource, which
was based on the selling price of the portion of the investment we sold for
$56.8 million. This gain was recorded in gains on investments in our condensed
consolidated statements of operations and other comprehensive income. Concurrent
with the sale completed in the first quarter of fiscal 2022, we obtained rights
that will allow us, under certain circumstances, to require another shareholder
of Vetsource to purchase our remaining shares. We recorded a pre-tax non-cash
gain of $25.8 million in gains on investments in our condensed consolidated
statements of operations and other comprehensive income as a result of this
transaction. The aggregate gains on investments of $87.8 million are reported
within operating activities in our condensed consolidated statements of cash
flows. Concurrent with obtaining this put option, we also granted rights to the
same Vetsource shareholder that would allow such shareholder, under certain
circumstances, to require us to sell our remaining shares at fair value.

Gain on Vets Plus Investment. During the three months ended January 29, 2022, we
sold a portion of our investment in Vets Plus with a carrying value of $4.0
million for $17.1 million. We recorded a pre-tax gain of $13.1 million in gains
on investments in our condensed consolidated statements of operations and other
comprehensive income as a result of this sale in the third quarter of fiscal
2022. This $13.1 million pre-tax gain is reported within operating activities in
our condensed consolidated statements of cash flows. The cash received of $17.1
million is reported within investing activities in our condensed consolidated
statements of cash flows.

Fiscal 2022 Legal Reserve. On August 27, 2021, we signed a memorandum of
understanding to settle the federal securities class action complaint described
in Note 11 to the Condensed Consolidated Financial Statements. Under the terms
of the settlement, Patterson agreed to pay $63.0 million to resolve the case.
Although we have agreed to settle this matter, we expressly deny the allegations
of the complaint and all liability. Our insurers consented to the settlement and
contributed an aggregate of $35.0 million to fund the settlement and to
reimburse us for certain costs and expenses of the litigation. As a result of
the foregoing, we recorded a pre-tax reserve of $63.0 million in other accrued
liabilities in the condensed consolidated balance sheets in our Corporate
segment during the first quarter of fiscal 2022 related to the probable
settlement of this litigation (the "Fiscal 2022 Legal Reserve"). During the
first quarter of fiscal 2022, we also recorded a receivable of $27.0 million in
prepaid expenses and other current assets in the condensed consolidated balance
sheets in our Corporate segment related to probable insurance recoveries, which
amount was paid into the litigation settlement escrow as required by the
memorandum of understanding. The net expense of $36.0 million was recorded in
operating expenses in our condensed consolidated statements of operations and
other comprehensive income. We recorded a gain of $8.0 million during the second
quarter of fiscal 2022 in our Corporate segment to account for our receipt of
carrier reimbursement of previously expended fees and costs. The parties filed a
stipulation of settlement during the second quarter of fiscal 2022. On February
3, 2022, the District Court entered an order preliminarily approving the
settlement and directing the claims administrator to mail a notice of settlement
and claim form to all class members. The District Court is expected to hold a
final settlement hearing to determine whether the settlement should be approved
during the first quarter of fiscal 2023.

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Inventory Donation Charges. During the first quarter of fiscal 2022, we
committed to donate certain personal protective equipment to charitable
organizations to assist with COVID-19 recovery efforts. We recorded a charge of
$49.2 million within cost of sales in our condensed consolidated statements of
operations and other comprehensive income as a result ("Inventory Donation
Charges") in the first quarter of fiscal 2022. These charges were driven by our
intention to not sell these products, but rather to donate them to charitable
organizations. Of the $49.2 million expense recorded, $47.2 million and $2.0
million was recorded within our Dental and Animal Health segments, respectively.

Receivables Securitization Program. We are a party to certain receivables
purchase agreements with MUFG Bank, Ltd. ("MUFG"), under which MUFG acts as an
agent to facilitate the sale of certain Patterson receivables (the
"Receivables") to certain unaffiliated financial institutions (the
"Purchasers"). The proceeds from the sale of these Receivables comprise a
combination of cash and a deferred purchase price ("DPP") receivable. The DPP
receivable is ultimately realized by Patterson following the collection of the
underlying Receivables sold to the Purchasers. The collection of the DPP
receivable is recognized as an increase to net cash provided by investing
activities within the condensed consolidated statements of cash flows, with a
corresponding reduction to net cash used in operating activities within the
condensed consolidated statements of cash flows.

RESULTS OF OPERATIONS

QUARTER ENDED JANUARY 29, 2022 COMPARED TO QUARTER ENDED JANUARY 23, 2021

The following table summarizes our results as a percent of net sales:

Three Months Ended


                                                                    January 29, 2022        January 23, 2021
Net sales                                                                    100.0  %                100.0  %
Cost of sales                                                                 78.9                    79.1
Gross profit                                                                  21.1                    20.9
Operating expenses                                                            17.3                    16.9
Operating income                                                               3.8                     4.0
Other income (expense)                                                         0.9                    (0.1)
Income before taxes                                                            4.7                     3.9
Income tax expense                                                             1.2                     0.8
Net income                                                                     3.5                     3.1
Net loss attributable to noncontrolling interests                                -                       -
Net income attributable to Patterson Companies, Inc.                           3.5  %                  3.1  %


Net Sales. Consolidated net sales for the three months ended January 29, 2022
were $1,596.6 million, an increase of 2.9% from $1,551.3 million for the three
months ended January 23, 2021. Foreign exchange rate changes had a favorable
impact of 0.2% on current quarter sales. Sales of certain products previously
recognized on a gross basis were recognized on a net basis during the three
months ended January 29, 2022. This change in revenue recognition was driven by
changes in contractual terms with certain suppliers. The impact of this change
in revenue recognition for certain products was partially offset by the impact
of the acquisition of substantially all of the assets of Miller Vet Holdings,
LLC, a multiregional veterinary distributor ("Miller Vet"), on sales for the
three months ended January 29, 2022, resulting in a net decrease in sales of
approximately 1.6%.

Dental segment sales for the three months ended January 29, 2022 were $650.6
million, an increase of 0.3% from $648.9 million for the three months ended
January 23, 2021. Foreign exchange rate changes had a favorable impact of 0.2%
on current quarter sales. Current quarter sales of consumables decreased 1.6%,
sales of equipment and software increased 1.8%, and sales of value-added
services and other increased 4.2%. Consumable sales declined primarily as a
result of lower infection control product sales in the current quarter. The
growth in equipment and software sales was due to increased sales in CAD/CAM and
digital technology products, partially offset by lower sales of core equipment
products due to continued supply chain challenges.

Animal Health segment sales for the three months ended January 29, 2022 were
$944.8 million, an increase of 5.6% from $894.3 million for the three months
ended January 23, 2021. Foreign exchange rate changes had a

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favorable impact of 0.2% on current quarter sales. Sales of certain products
previously recognized on a gross basis were recognized on a net basis during the
three months ended January 29, 2022. This change in revenue recognition was
driven by changes in contractual terms with certain suppliers. The impact of
this change in revenue recognition for certain products was partially offset by
the impact of the acquisition of Miller Vet on sales for the three months ended
January 29, 2022, resulting in a net decrease in sales of approximately 2.8%.
Sales were higher during the three months ended January 29, 2022, driven by
increased demand across all of our animal health businesses and geographies
after the effect of this change in revenue recognition is taken into account.

Gross Profit. The consolidated gross profit margin rate for the three months
ended January 29, 2022 increased 20 basis points to 21.1%. The increase was
primarily driven by an increase in the gross profit margin rates in both our
Dental and Animal Health segments. The gross profit margin rate was negatively
impacted by lower net sales in our Corporate segment due to rising interest
rates on our customer financing portfolio. This interest rate impact was offset
by a gain on associated interest rate swap agreements, which is reflected in
other income, net in our condensed consolidated statements of operations and
other comprehensive income.

Operating Expenses. Consolidated operating expenses for the three months ended
January 29, 2022 were $275.8 million, a 4.9% increase from the prior year
quarter of $262.9 million. We incurred higher personnel costs and higher
travel-related expenses during the three months ended January 29, 2022. The
consolidated operating expense ratio of 17.3% increased 40 basis points from the
prior year quarter, which was also driven primarily by these same factors.

Operating Income. For the three months ended January 29, 2022, operating income
was $60.8 million, or 3.8% of net sales, as compared to $61.7 million, or 4.0%
of net sales for the three months ended January 23, 2021. The decrease in
operating income and operating income as a percent of net sales was primarily
due to higher personnel costs and higher travel-related expenses. These
increases were partially offset by the growth in sales experienced during the
three months ended January 29, 2022 and an increase in the consolidated gross
profit margin rate.

Dental segment operating income was $64.1 million for the three months ended
January 29, 2022, compared to $61.3 million for the three months ended January
23, 2021. The increase in operating income was primarily due to higher gross
margins for the three months ended January 29, 2022.

Animal Health segment operating income was $23.4 million for the three months
ended January 29, 2022, compared to $20.6 million for the three months ended
January 23, 2021. The increase was primarily driven by higher net sales during
the three months ended January 29, 2022, partially offset by higher personnel
costs incurred during the three months ended January 29, 2022.

Corporate segment operating loss was $26.7 million and $20.2 million for the
three months ended January 29, 2022 and January 23, 2021, respectively. The
change was primarily driven by lower customer financing-related net sales in the
current quarter related to the effect of rising interest rates on our customer
financing portfolio.

Other Income (Expense). Net other income for the three months ended January 29,
2022 was $14.4 million, as compared to net other expense of $1.2 million for the
three months ended January 23, 2021. The change was primarily driven by the Gain
on Vets Plus Investment of $13.1 million, as well as a larger gain on our
interest rate swap recorded during the three months ended January 29, 2022.

Income Tax Expense. The effective income tax rate for the three months ended
January 29, 2022 was 24.8%, compared to 19.7% for the three months ended January
23, 2021. The increase in the rate was primarily due to the impact of excess tax
benefit deductions and provision to return adjustments in the prior year
quarter.

Net Income Attributable to Patterson Companies, Inc. and Earnings Per Share. Net
income attributable to Patterson Companies, Inc. for the three months ended
January 29, 2022 was $57.0 million, compared to $48.8 million for the three
months ended January 23, 2021. Earnings per diluted share were $0.58 in the
current quarter compared to $0.50 in the prior year quarter. Weighted average
diluted shares outstanding in the current quarter were 98.6 million, compared to
97.0 million in the prior year quarter. The current quarter and prior year
quarter cash dividend declared was $0.26 per common share.

NINE MONTHS ENDED JANUARY 29, 2022 COMPARED TO NINE MONTHS ENDED JANUARY 23, 2021



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The following table summarizes our results as a percent of net sales:

Nine Months Ended


                                                                    January 29, 2022        January 23, 2021
Net sales                                                                    100.0  %                100.0  %
Cost of sales                                                                 80.6                    79.3
Gross profit                                                                  19.4                    20.7
Operating expenses                                                            17.7                    16.7
Operating income                                                               1.7                     4.0
Other income (expense)                                                         2.1                    (0.2)
Income before taxes                                                            3.8                     3.8
Income tax expense                                                             1.0                     0.9
Net income                                                                     2.8                     2.9
Net loss attributable to noncontrolling interests                                -                       -
Net income attributable to Patterson Companies, Inc.                           2.8  %                  2.9  %


Net Sales. Consolidated net sales for the nine months ended January 29, 2022
were $4,860.6 million, an 11.7% increase from $4,350.3 million for the nine
months ended January 23, 2021. Sales were positively impacted by an estimated
2.6% due to the extra week of results in the current period. Foreign exchange
rate changes had a favorable impact of 1.1% on current period sales. Sales of
certain products previously recognized on a gross basis were recognized on a net
basis during the nine months ended January 29, 2022. This change in revenue
recognition was driven by changes in contractual terms with certain suppliers.
The impact of this change in revenue recognition for certain products was
partially offset by the impact of the acquisition of substantially all of the
assets of Miller Vet on sales for the nine months ended January 29, 2022,
resulting in a net decrease in sales of approximately 2.6%.

Dental segment sales for the nine months ended January 29, 2022 were $1,879.7
million, a 9.9% increase from $1,711.0 million for the nine months ended January
23, 2021. Sales were positively impacted by an estimated 2.4% due to the extra
week of results in the current period. Foreign exchange rate changes had a
favorable impact of 0.7% on current period sales. Current period sales of
consumables increased 11.9%, sales of equipment and software increased 7.9% to
$591.8 million, and sales of value-added services and other increased 5.8%.
Dental segment sales growth in the current period was driven by a recovery in
the Dental end markets, compared to sales during the nine months ended January
23, 2021, which were negatively affected by the COVID-19 pandemic when dental
offices were closed for elective procedures, particularly during the first
quarter of our fiscal 2021.

Animal Health segment sales for the nine months ended January 29, 2022 were
$2,975.0 million, a 13.5% increase from $2,620.7 million for the nine months
ended January 23, 2021. Sales were positively impacted by an estimated 2.8% due
to the extra week of results in the current period. Foreign exchange rate
changes had a favorable impact of 1.5% on current period sales. Sales of certain
products previously recognized on a gross basis were recognized on a net basis
during the nine months ended January 29, 2022. This change in revenue
recognition was driven by changes in contractual terms with certain suppliers.
The impact of this change in revenue recognition for certain products was
partially offset by the impact of the acquisition of substantially all of the
assets of Miller Vet on sales for the nine months ended January 29, 2022,
resulting in a net decrease in sales of approximately 4.3%. Sales were higher
during the nine months ended January 29, 2022, driven by increased demand across
all of our animal health businesses and geographies.

Gross Profit. The consolidated gross profit margin rate for the nine months
ended January 29, 2022 decreased 130 basis points from the prior year period to
19.4%, driven primarily by the impact of the Inventory Donation Charges,
unfavorable mix in sales among our segments due to faster growth in our Animal
Health segment, and lower net sales in our Corporate segment due to the effect
of rising interest rates on our customer financing portfolio. This interest rate
impact was partially offset by a gain on associated interest rates swap
agreements, which is reflected in other income, net in our condensed
consolidated statements of operations and other comprehensive income.

Operating Expenses. Consolidated operating expenses for the nine months ended
January 29, 2022 were $856.7 million, a 18.1% increase from the prior year
period of $725.5 million. We incurred higher operating expenses during the nine
months ended January 29, 2022 primarily due to higher personnel costs and the
impact of the Fiscal 2022

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Legal Reserve. The higher personnel costs were primarily due to the salary
reductions, reduced work hours, and furloughs we implemented as a response to
the COVID-19 pandemic during the three months ended July 25, 2020. The
consolidated operating expense ratio of 17.7% increased 100 basis points from
the prior year period, which was also driven by these same factors.

Operating Income. For the nine months ended January 29, 2022, operating income
was $84.2 million, or 1.7% of net sales, as compared to $173.3 million, or 4.0%
of net sales for the nine months ended January 23, 2021. The decrease in
operating income was primarily due to higher personnel costs, the impact of the
Fiscal 2022 Legal Reserve and the Inventory Donation Charges recorded during the
nine months ended January 29, 2022. These impacts were partially offset by the
growth in sales experienced during the nine months ended January 29, 2022.

Dental segment operating income was $118.6 million for the nine months ended
January 29, 2022, a decrease of $53.4 million from the prior year period. The
decrease was primarily driven by the expense associated with the Inventory
Donation Charges and higher personnel costs, partially offset by an increase in
net sales during the nine months ended January 29, 2022.

Animal Health segment operating income was $73.4 million for the nine months
ended January 29, 2022, an increase of $17.8 million from the prior year period.
The increase was primarily driven by higher net sales during the nine months
ended January 29, 2022, partially offset by higher personnel costs incurred
during the nine months ended January 29, 2022.

Corporate segment operating loss was $107.8 million and $54.4 million for the
nine months ended January 29, 2022 and January 23, 2021, respectively. The
change was primarily driven by the impact of the Fiscal 2022 Legal Reserve, as
well as higher personnel costs incurred during the nine months ended January 29,
2022 and lower customer financing net sales recorded during the nine months
ended January 29, 2022.

Other Income (Expense). Net other income for the nine months ended January 29,
2022 was $99.7 million, compared to net other expense of $9.0 million for the
nine months ended January 23, 2021. The change was primarily driven by the Gains
on Vetsource Investment of $87.8 million, the Gain on Vets Plus Investment of
$13.1 million and a larger gain on our interest rate swap agreements recorded
during the nine months ended January 29, 2022.

Income Tax Expense. The effective income tax rate for the nine months ended
January 29, 2022 was 24.8%, compared to 22.9% for the nine months ended January
23, 2021. There was an increase in the rate for the nine months ended January
29, 2022 primarily due to provision to return adjustments in the prior year
period and a geographical shift in earnings, which was partially offset by
excess tax benefits associated with stock-based compensation awards.

Net Income Attributable to Patterson Companies, Inc. and Earnings Per Share. Net
income attributable to Patterson Companies, Inc. for the nine months ended
January 29, 2022 was $139.3 million, compared to $127.2 million for the nine
months ended January 23, 2021. Earnings per diluted share were $1.42 in the
current period compared to $1.32 in the prior year period. Weighted average
diluted shares outstanding in the current period were 98.5 million, compared to
96.4 million in the prior year period. The current period and prior year period
cash dividend declared was $0.78 per common share.

LIQUIDITY AND CAPITAL RESOURCES



Net cash used in operating activities was $834.1 million and $604.9 million for
the nine months ended January 29, 2022 and January 23, 2021, respectively. Net
cash used in operating activities for the nine months ended January 29, 2022 was
primarily due to the impact of our Receivables Securitization Program and a net
increase in inventory, inclusive of the impact of the $49.2 million Inventory
Donation Charges, partially offset by an increase in accounts payable.

Net cash provided by investing activities was $946.4 million and $615.9 million
for the nine months ended January 29, 2022 and January 23, 2021, respectively.
Collections of DPP receivables were $918.4 million and $634.5 million for the
nine months ended January 29, 2022 and January 23, 2021, respectively. During
the nine months ended January 29, 2022, we recorded cash receipts of $74.3
million from the sale of investments and used $19.8 million to acquire Miller
Vet. Capital expenditures were $26.5 million and $21.1 million during the nine
months ended January 29, 2022 and January 23, 2021, respectively. We expect to
use a total of approximately $40.0 million for capital expenditures in fiscal
2022.

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Net cash used in financing activities for the nine months ended January 29, 2022
was $90.5 million, driven by uses of cash of $100.8 million for the retirement
of long-term debt and $75.7 million for dividend payments, partially offset by
$82.0 million attributed to draws on our revolving line of credit.

For the nine months ended January 23, 2021, net cash provided by financing
activities was $60.1 million, driven primarily by $108.0 million attributed to
draws on our revolving line of credit. We paid dividends of $50.1 million during
the nine months ended January 23, 2021. During the nine months ended January 23,
2021, we declared cash dividends totaling $0.78 per common share.

In fiscal 2021, we entered into an amendment, restatement and consolidation of
certain credit agreements with various lenders, including MUFG Bank, Ltd, as
administrative agent. This amended and restated credit agreement (the "Credit
Agreement"), dated February 16, 2021, consists of a $700.0 million revolving
credit facility and a $300.0 million term loan facility, and will mature no
later than February 2024. We used the facilities to refinance and consolidate
certain credit agreements in existence prior to the Credit Agreement being
executed, pay the fees and expenses incurred therewith, and finance our ongoing
working capital and other general corporate purposes.

As of January 29, 2022, $300.0 million was outstanding under the Credit
Agreement term loan at an interest rate of 1.36%, and $135.0 million was
outstanding under the Credit Agreement revolving credit facility at an interest
rate of 1.35%. As of April 24, 2021, $300.0 million was outstanding under the
Credit Agreement term loan at an interest rate of 1.36%, and $53.0 million was
outstanding under the Credit Agreement revolving credit facility at an interest
rate of 1.34%.

We expect the collection of deferred purchase price receivables, existing cash
balances and credit availability under existing debt facilities, less our funds
used in operations, will be sufficient to meet our working capital needs and to
finance our business over the remainder of fiscal 2022.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Condensed Consolidated Financial Statements.

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