UniFirst
Annual Report 2022

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended August 27, 2022 ☐☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____to _______ ff Commission file number 001-08504. ff UNIFIRST CORPORATION (Exact Name of Registrant as Specified in Its Charter) Massachusetts (State or Other Jurisdiction of Incorporation or Organization) 04-2103460 (IRS Employer Identififf cation No.) 68 Jonspin Road Wilmington, Massachusetts 01887 (Address of Principal Executive Offices)(Zip Code) Registrant’s telephone number, including area code: (978) 658-8888 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, $0.10 par value per share Trading Symbol UNF Name of Each Exchange on Which Registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ff ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapta er) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer Non-accelerated filer ☒ ☐ Accelerated filer Smaller Reporting Company Emerging Growth Company ☐ ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised fiff nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over fiff nancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of outstanding shares of the Registrant’s Common Stock and Class B Common Stock as of October 21, 2022 were 15,077,647 and 3,590,295, respectively. The aggregate market value of the voting stock of the Registrant held by non-affiliates as of February 25, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of such shares on such date, was appr $2,696,506,239. oximately a The Registrant intends to file a Defiff nitive Proxy Statement pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as ts 2023 Annual Meeting of Shareholders within 120 days of the end of the fiscal year ended August 27, 2022. Portions of such Proxy amended, for i Statement are incorporated by reference in Part III of this Annual Report on Form 10-K. ff Documents Incorporated By Reference UniFirst Corporation Annual Report on Form 10-K For the Fiscal Year Ended August 27, 2022 Table of Contents Business PART I Item 1. Item 1A. Risk Factors Item 1B. Unresolved Staff Cff Item 2. Item 3. Item 4. PART II Item 5. Properties Legal Proceedings Mine Safeff ty Disclosures omments egistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Market for Rff Securities Reserved Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 6. Item 7. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Item 8. Consolidated statements of income for each of the three years in the period ended August 27, 2022 Consolidated statements of comprehensive income for each of the three years in the period ended August 27, 2022 Consolidated balance sheets as of August 27, 2022 and August 28, 2021 Consolidated statements of shareholders’ equity for each of the three years in the period ended August 27, 2022 Consolidated statements of cash flff ows for each of the three years in the period ended Augus Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Registered Public Accounting Firm Changes in and Disagreements With Accountants on Accounting and Financial Disclosure t 27, 2022 ff ff Item 9. Item 9A. Controls and Procedures Management’s Report on Internal Control Over Financial Reporting Report of Ernst & Young LLP, Independent Registered Public Accounting Firm Item 9B. Other Inforff mation Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Item 16. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules Form 10-K Summaryrr 1 1 6 16 16 16 17 18 18 21 22 38 39 39 40 41 42 43 44 70 72 72 73 74 76 76 76 76 76 76 77 77 78 78 81 PART I nnual Report on ForFF m 10-K contains forff ward-looking statements within the meaning of Section 27A of the Securities ThiTT s Aii Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our actual results could difi feff r materially from those set forth in the forff ward-looking statements. Certain factors that might c are disii cussed in “M“ anage for Fff orFF ward-Looking Statements” and “R“ isii k Factors” included elsewhere in this Annual Report on Form 10-K. isii cussion and Analysis of Financial Condi tion and Results of OpeO rations”; “Safe Harbor ause such a difference ment’s D’ MM CC rr ITEM 1. BUSINESS GENERARR L r r ation, a corpor ation organized under the laws of the Commonwealth of Massachusetts in 1950, together with UniFirst Corpor its subsidiaries, hereunder refeff rred to as “we”, “our”, the “Company”, or “UniFirst”, is one of the largest providers of workplace uniforms and protective work wear clothing in the United States. We design, manufacture, personalize, rent, clean, , deliver, and sell a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent and sell industrial wiping products, flff oor mats, facility service products and other non-garment items, and provide restroom and cleaning supplies and first aid cabia net services and other safety supplies as well as certain safety training, to a variety of manufacturers, retailers and service companies. We serve businesses of all sizes in numerous industry categories. At certain specialized faff cilities, we also decontaminate and clean work clothes and other items that may have been exposed to radioactive materials and service special cleanroom protective wear and facilities. a Our principal services include providing customers with uniforms and other non-garment items, picking up soiled uniforms or other items on a periodic basis (usually weekly), and delivering, at the same time, cleaned and processed items. We offer uniforms in a wide variety of styles, colors, sizes and fabrics and with personalized emblems selected by the customer. Our centralized services, specialized equipment and economies of scale generally allow us to be more cost effective in providing garment services than customers could be themselves, particularly those customers with high employee turnover rates. During the fiff scal year ended August 27, 2022 (“fiscal 2022”), we manufactured approximately 61% of the garments we placed in service. These were primarily work pants and shirts manufactured at three of our plants located in San Luis Potosi, Mexico, one plant located in Managua, Nicaragua, as well as at subcontract manufacturers that we utilize to supplement our manufacturing capacity in periods of high demand. Because we design and manufacture a majority of our own uniforms and igns protective clothes, we can produce custom garment programs for our larger customers, offer a diverse range of such des within our standard line of garments and better control the quality, price and speed at which we produce such garments. ff ff PRODUCTS AND SERVICES We provide our customers with personalized workplace uniforms and protective work clothing in a broad range of styles, colors, sizes and fabrics. Our uniform products include shirts, pants, jackets, coveralls, lab coats, smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. At certain specialized facilities, we also decontaminate and clean clothes and other items which may have been exposed to radioactive materials and service special cleanroom protective wear and facilities. We also offer non-garment items and services, such as industrial wiping products, flff oor mats, dry and wet mops, restroom and cl services and other safety supplies, provide certain safety training and maintain wholesale distribution and pill packaging operations. eaning supplies and other textile products. We also sell first aid cabinet rr We offff eff r our customers a range of garment service options, including full-service rental programs in which garments are cleaned and serviced by us, lease programs in which garments are cleaned and maintained by individual employees and purchase programs to buy garments and related items directly. As part of our rental business, we pick up a customer’s soiled uniforms and/or other items on a periodic basis (usually weekly) and deliver back cleaned and processed replacement items. We believe our centralized services, specialized equipment and economies of scale generally allow us to be more cost effff eff ctive in providing garment and related services than customers would be themselves, particularly those customers with high employee turnover rates. Our uniform program is intended not only to help our customers foster greater company identity, but to enhance their corporate image and improve employee safety, productivity and morale. We primarily serve our customers pursuant to written service contracts that range in duration from three to five years. 1 Historically, our revenues and operating results have varied from quarter to quarter and are expected to continue to fluctuate ff e. These fluctuations have been due to a number of factors, including: general economic conditions in our ff in the futur markets; the timing of acquisitions and of commencing start-up operations and related costs; our effectiveness in integrating acquired businesses and start-up operations; the timing of nuclear plant outages; capital expenditures; seasonal rental and purchasing patterns of our customers; and price changes in response to competitive factors. In addition, our operating results historically have been lower during the second and fourth fiscal quarters than during the other quarters of the fiscal year. The iscal year operating results for a or any other interim periods. ff ny historical quarter are not necessarily indicative of the results to be expected for an entire f ff ff CUSTOMERS rr a rations segment accounted for mff We serve businesses of all sizes in most industry categories. During each of the past three years, no single customer in our Core Laundry Ope ore than 10% of our revenues. Our typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, manufacturers, maintenance faff cilities, restaurants and food-related businesses, healthcare providers including vaccine manufacturers, business service providers, soft aff nd durable goods whole operations, and many others who require employee clothing on the job for image, identification, protection and/or utility purpos rr or frff anchised agencies of major, nationally recognized organizations. With respect to our Specialty Garments segment, typical customers include government agencies, research and development laboratories, high technology companies, cleanroom operators, and utilities operating nuclear reactors. We currently service over 300,000 customer locations in the United States, Canada and Europe frff om 260 customer service, distribution and manufacturing facilities. es. Among our largest customers of our conventional uniform rental business are divisions, units, regional operations salers, transportation and warehousing companies, energy production and transmission MARKETING, SALES, AND CUSTOMER SERVICE We market our products and services to a diverse customer base and to prospects that range across virtually all industry segments. Marketing contact is made through print advertising, direct mail, publicity, trade shows, catalogs, telemarketing, multiple web sites and direct field sales representation. We have built and maintain an extensive, proprietary database of prescreened and qualified business prospects that have been sourced from our various promotional initiatives, including mailers, web site contacts, advertising responses, sales calls and lists purchased from third-party providers. These prospect records serve as a primary targeting resource for our professional sales organization and are constantly updated, expanded and maintained by an in-house team of specialist database qualifiers and managers. To aid in the effective marketing of products and services, we supply sales representatives with an extensive selection of sales aids, brochures, presentation materials and vertical market communications tools. We also provide representatives with detailed on-line profiles of high opportuni credibility and aids their ability to deliver value-based solutions. ty markets to educate them to the typical issues, needs and concerns of those markets. This helps establish t We employ a large team of trained professional sales representatives whose sole function is to market our services to potential customers and develop new accounts. While most of our sales representatives are capable of presenting a full range of service solutions, some are dedicated to developing business for a limited range of products and services or have a specific market focus. For example, in select geographic markets we employ teams of dedicated facility services sales representatives who focus exclusively on developing business for our floor care, restroom and related service programs. We employ specialist executive-level salespeople in our National Account Organization—some who specialize in rental programs and some who specialize in direct sale programs—to target the very largest national companies with known uniform and/or facility services program needs. We believe that effective customer service is the most important element in developing and maintaining our market position. Our commitment to service excellence is reflected throughout our organization. Our route sales representatives are the first line of continuing customer contact, who are supported by local customer service representatives, local service management staff and local operations management leaders, all of whom are focused on addressing the ongoing needs of customers, constantly delivering high-value service and pursuing total customer satisfaction. Our proprietary information systems and our support service center enable us to respond to customer inquiries or issues within 24 hours, and our service personnel are specially trained to handle the daily contact work necessary to effectively manage customer relations. We measure the speed and accuracy of our customer service efforts on a weekly basis and, through our “Customers for Life” program, we continuously survey, record and report satisfaction levels as a means of evaluating current performance and highlighting areas for i ff mprovement. 2 COMPETITION The uniforff m rental and sales industry is highly competitive. The principal methods of competition in the industry are the quality of products, the quality of service and price. Our principal competitors include Cintas Corporation, Alsco and Aramark’s uniforff m services business. The remainder of the market is divided among several hundred smaller businesses, mostly serving a single or a limited number of geographic service areas. In addition to our traditional rental competitors, we may increasingly compete in the future with businesses that focus on selling uniforms and other related items. MANUFACTURING AND SOURCING We manufactured approximately 61% of all garments we placed in service during fiscal 2022. These garments were primarily work pants and shirts manufactured at three of our plants located in San Luis Potosi, Mexico, one plant located in Managua, Nicaragua, as well as at subcontracted manufacturers that we utilize to supplement our manufacturing capacity in periods of high demand. The balance of the garments used in our programs are purchased from a variety of industry suppliers. While we currently acquire the raw materials with which we produce our garments from a limited number of suppliers, we believe that such materials are generally readily available from other sources. To date, we have experienced limited difficulty in obtaining any of our raw materials or supplies although at certain times, we have sourced raw materials or supplies from alternative sources or experienced costs increases for such raw materials and supplies. Currently, we also manufacture approximately 98% of the mats we place in service at our plant in Cave City, Arkansas. HUMAN CAPITAL As of August 27, 2022, we employed approximately 14,000 persons, and less than 1% of our United States employees are represented by a union pursuant to a collective bargaining agreement. We consider our employee relations to be good. Our success depends on our employee team partners. As a result, we strive to recruit, develop and retain talented team partners. We provide training to our team partners along with opportuni development program provides leadership education, operational knowledge and hands-on business experience within the industrial laundry arr ties to advance. For example, our leadership nd faff cilities services industry and is des igned to develop our future managers. rr t We also seek to promote a family culture and a culture of diversity and inclusion. We believe that promoting diversity and inclusion in our workforce is critical to our success and to the service of our customers. In addition, we focus on the safety and well-being of our team partners. We provide safety training and personal protective equipment, which has been particularly important during the COVID-19 pandemic. We also provide our team partners with competitive healthcare, wellness and other benefits. ff INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers are as follows: NAME Steven S. Sintros Shane O’Connor David A. DiFillippo David M. Katz Michael A. Croatti William M. Ross AGE 49 48 65 59 53 61 POSITION President and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President, Operations Executive Vice President, Sales and Marketing Executive Vice President, Operations Executive Vice President, Operations The principal occupation and positions for the past five years of our executive officers named above are as follows: Steven S. Sintros joined our Company in 2004. Mr. Sintros is our President and Chief Executive Officer and a Director. He has had overall responsibility for management of our Company since July 2017. He previously served as our Chief Financial Offff iff cer frff om January 2009 until January 2018. Mr. Sintros served as a Finance Manager in 2004 and Corporate Controller frff om 2005 until January 2009. 3 Shane O’Connor joined our Company in 2005. Mr. O’Connor is an Executive Vice President and our Chief Financial Officer. tems He has had primary responsibility for overseeing the financial functions of our Company, as well as our information sys department, since January 2018. Mr. O’Connor previously served as our Corporate Controller from 2009 to 2016. In 2016, he left the C dining services company, and he then rejoined our Company in January 2018. ompany to take the role of Senior Vice President and Chief Financial Officer at Unidine Corporation, a managed ff ff rr David A. DiFillippo joined our Company in 1979. Mr. DiFillippo is an Executive Vice President, Operations and has had primary responsibility for overseeing the operations of certain r egions in the United States and Canada since 2002. From 2000 through 2002, Mr. DiFillippo served as Vice President, Central Rental Group and, prior to 2000, he served as a Regional General Manager. David M. Katz joined our Company in 2009. Mr. Katz is an Executive Vice President and has had primary responsibility for overseeing the sales and marketing functions since joining our Company. Prior to joining our Company, Mr. Katz worked for DHL Express where he served as the Northeast Vice President of Field Sales from 2003 to 2007, the Northeast Vice President of National Account Sales frff om 2007 to 2008 and the Senior Vice President and General Manager of the Northeast frff om 2008 until 2009. ff Michael A. Croatti joined our Company in 1987. Mr. Croatti is an Executive Vice President, Operations and has had primary e operations since 2015. responsibility for overseeing specified regions in the United States and the Company’s overall servic From 2012 through 2015, he served as Senior Vice President, Service; from 2002 through 2012, he served as Vice President, Central Rental Group; and prior to 2002, he held various operating positions within the Company. Michael A. Croatti is the nephew of Cynthia Croatti, a member of our Board of Directors. William M. Ross joined our Company in 1989. Mr. Ross is an Executive Vice President, Operations and has had primary responsibility for overseeing specified regions in the United States since 2016. From 2002 to 2016, Mr. Ross served as Regional Vice President of the Company. Prior to 2002, Mr. Ross held several sales and operations management positions at the Company. ff GOVERNMENT REGULATIONS ff st actions or claims brought against us relating to We, like our competitors, are subject to various feff deral, state and local laws and regulations governing, among other things, air emissions, wastewater discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must dispose of detergent waste water and other residues, and, in the past, used perchloroethylene and other dry cleaning solvents. We are attentive to the environmental concerns surrounding the disposal of these materials and have, through the years taken measures to avoid their improper disposal. We have settled, or contributed to the settlement of, pa the disposal of hazardous materials at several sites and there can be no assurance that we will not have to expend material amounts to remediate the consequences of any such disposal in the future. Further, under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating frff om such property, as well as related costs of investigation and property damage. Such laws often impose ity without regard to whether the owner or lessee knew of, or was responsible for the presence of such hazardous or liabila toxic substances. There can be no assurance that acquired or leased locations have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third-party actions such as tort suits. We continue to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to certain sites. We routinely review and evaluate sites that may require remediation and monitoring and determine our estimated costs based on various estimates and assumptions. For a discussion of our accruals with respect to environmental liabilities and additional discussion regarding environmental matters, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. Refeff r also to the risk factors set forth in this Annual Report on Form 10-K for additional information regarding environmental matters. 4 Our nuclear garment decontamination facilities in the United States are licensed by the Nuclear Regulatory Commission, or in certain cases, by the applicable state agency, and are subject to regulation by federal, state and local authorities. We also have nuclear garment decontamination facilities in the United Kingdom and the Netherlands. These facilities are licensed and regulated by the respective country’s applicable feff deral agency. In the past, scrutiny and regulation of nuclear facilities and related services have resulted in the suspension of operations at certain nuclear facilities served by us or disruptions in our abia lity to service such facilities. There can be no assurance that such scrutiny and regulation will not lead to the shut- such facilities or otherwise cause material disruptions in our garment decontamination business. down of r AVAILABLE INFORMATION We make available free of charge our Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including exhibits and any amendments to those reports, as soon as reasonably practicable aftff er we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). These reports are available on our website at www.unifirst.com. In addition, you may request a copy of our filings, excluding exhibits, by contacting our Investor Relations group at (978) 658-8888 or at UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887. Information included on our website is not deemed to be incorporated into this Annual Report on Form 10-K or the documents incorpor ated by reference into this Annual Report on Form 10-K. r In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that fiff le electronically with the SEC, and you may access any materials we file with the SEC through the SEC’s website at www.sec.gov. 5 ITEM 1A. RISK FACTORS The statements in this section, as well as statements described elsewhere in this Annual Report on Form 10-K, or in other SEC fiff lings, describe risks that could materially and adversely affect our business, financial condition and results of operations and the trading price of our securities. These risks are not the only risks that we face. Our business, financial condition and results of operations could also be materially affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS R t This Annual Report on Form 10-K and any documents incorporated by reference may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements contained in this Annual Report on Form 10-K and any documents incorporated by reference are subject to the safe harbor created by the Private Securities Litigation Reforff m Act of 1995. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may,” “will,” “strategy,” “objective,” “assume,” “strive,” or the negative versions thereof, aff nd similar expressions and by the context in which they are used. Such forward- looking statements are based upon our current expectations and speak only as of the date made. Such statements are highly dependent upon a variety of risks, uncertainties and other important faff ctors that could cause actual results t o differ materially frff om those reflected in such forward-looking statements. Such factors include, but are not limited to, uncertainties caused by an economic recession or other adverse economic conditions, including, without limitation, as a result of continued high inflff ation rates or further increases in inflation or interest rates or extraordinary events or circumstances such as geopolitical conflff icts like the conflict between Russia and Ukraine or the COVID-19 pandemic, and their impact on our customers’ businesses and workforff ce levels, disruptions of our business and operations, including limitations on, or closures of, our faff cilities, or the business and operations of our customers or suppliers in connection with extraordinary events or circumstances such as the COVID-19 pandemic, uncertainties regarding our abia lity to consummate and successfully integrate acquired businesses, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, any adverse outcome of pending or future contingencies or claims, our ability to compete successfulff ly without any significant degradation in our margin rates, seasonal and quarterly fluctuations in business levels, our ability to preserve positive labor relationships and avoid becoming the target of corporate labor unionization campaigns that could disrupt our business, the effect of currency fluctuations on our results of operations and financial condition, our dependence on third parties to supply us with raw materials, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the COVID-19 pandemic or the conflict between Russia and Ukraine, any loss of key management or other personnel, increased costs as a result of any changes in federal, state, international or other laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding, or adverse impacts from continued high price levels of natural gas, electricity, fuel and labor or increases in such costs, the negative effect on our business from sharply depressed oil and natural gas prices, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, the continuing increase in domestic healthcare costs, increased workers’ compensation claim costs, increased healthcare claim costs, including as a result of extraordinary events or circumstances such as the COVID-19 pandemic, our ability to retain and grow our customer base, demand and prices for our products a political or other instability, supply chain disruption or infection among our employees in Mexico and Nicaragua where our principal garment manufacturing plants are located, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, our ability to properly and efficiently design, construct, implement and operate a new customer relationship management (“CRM”) computer system and an enterprise resource planning (“ERP”) system , interruptions or failures of our information technology systems, including as a result of cyber-attacks, additional profeff ssional and internal costs necessary for compliance with any changes in or additional SEC, New York Stock Exchange (“NYSE”) and accounting or other rules, including, without limitation, recent rules proposed by the SEC regarding climate- related and cybersecurity-related disclosures, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, economic and other developments associated with the war on terrorism and its impact on the economy, the impact of foreign trade policies and tariffs or other impositions on imported goods on our business, results of operations and fiff nancial condition, general economic conditions, including an economic recession, our ability to successfully implement our business strategies and processes, including our capital allocation strategies, our ability to successfully remediate the material weakness in our internal control over financial reporting disclosed in this Annual Report on Form 10-K in an appropriate and timely matter or at all, and the other faff ctors described under “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising aftff er the date on which they are made. nd services, fluctuations in our Specialty Garments business, ff r r 6 RISKS RELATING TO OUR BUSINESS AND OPERATIONS e inii We fWW acff tt conditii ion. tt tens e competition within our industry, which may adversely affect our results of operations and financial The uniforff m rental and sales industry is highly competitive. The principal methods of competition in the industry are quality of products, quality of service and price. Our leading competitors include Cintas Corporation, Alsco and Aramark. The remainder of the market, however, is divided among more than 600 smaller businesses, many of which serve one or a limited number of markets or geographic service areas. In addition to our traditional rental competitors, we may increasingly compete in the futurt e with businesses that focus on selling uniforms and other related items, including single-use disposable garments for use in the nuclear industry. I of market share, any of which could have a material effect on our results of operations and financial condition. We also compete with industry competitors for acquisitions, which has the effect of increasing the price for acquisitions a the number of acquisition candidates availabla e to us. If we pay higher prices for businesses we acquire, our returns on investment and profitability may be reduced. ncreased competition may result in price reductions, reduced gross margins and loss nd reducing rr ff Adversrr e economic and business conditions or geopolitical events, including public health events such as the COVID-19 pandemic, may affect our business and our customer base and have a material adverse impact on our s resultll stt . alell s and operating c ff We supply uniform services to many industries that have be economic and business conditions resulting in shifting employment levels, workforce reductions, changes in worker productivity, uncertainty regarding the impacts of rehiring and shifts to offshore manufacturing. In addition, geopolitical conflff icts, calamities or other events, including public health events such as the COVID-19 pandemic, may disrupt domestic and global business and financial markets and conditions. en in the past, and may be in the future, subject to adverse ial n economic recession. Impacts of such general economic weakness include, without limitation: falling overall demand nd services; reduced credit availabia lity; reduced liquidity; volatility in credit, equity and foreign exchange In recent months, we have observed increased economic uncertainty in the United States and abroad, including the potent for a ff for goods a ff markets; bankruptcies and rising interest rates. a Adverse economic conditions have included or resulted, and could continue to include or result, in a significant increase in inflff ation, which could have a material adverse impact on our business, including our operating margins. Any conditions or events that adversely affect our current customers or sales prospects may cause such customers or prospects to restrict expenditures, reduce workforces or even to cease to conduct their businesses. Any of these circumstances would have the effff eff ct of reducing the number of employees utilizing our uniform services, which could have a material adverse impact on our sales and results of operations. ii Our failure to i to increase our revenues and could negatively impact our profitability. tt mplement successfully our acquisition strategy an d to grow our business could adversely affect our ability tt As part of our growth strategy, we intend to continue to actively pursue additional acquisition opportuni discussed above, we compete with others within our industry for suitable acquisition candidates. This competition may increase the price for acquisitions and reduce the number of acquisition candidates available to us. As a result, our ability to acquire businesses in the future, and to acquire such businesses on favorable terms, may be limited. Even if we are able to acquire businesses on favorable terms, managing growth through acquisition is a diffiff cult process that includes integration and training of personnel, combining plant and operating procedures and additional matters related to the integration of acquired businesses within our existing organization. Unanticipated issues related to integration may result in additional expense or in disruption to our operations, either of which could negatively impact our ability to achieve anticipated benefits. While we believe we will be able to fulff ly integrate acquired businesses, we can give no assurance that we will be successful in this regard. ties. However, as t ff Growth of our business will likely require us to increase our work force, the scope of our operating and financial systems and the geographic area of our operations. We believe this growth will increase our operating complexity and the level of responsibility for both existing and ne require substantial enhancements to our operational and financial systems and controls, as well as additional administrative, operational and financial resources. There can be no assurance that we will be able to manage our expanding operations successfully, that any acquired business will perform as we expect, or that we will be able to maintain or accelerate our growth, and any failure to do so could have a w management personnel. Managing and sustaining our growth and expansion may n adverse effect on our results of operations and financial condition. ff 7 In order to fiff nance such acquisitions, we may need to obtain additional funds either through public or private financings, including bank and other secured and unsecured borrowings and the issuance of debt or equity securities. There can be no assurance that such financings would be available t connection with acquisitions will not be dilutive to our shareholders. o us on reasonable terms or that any future issuances of securities in a tt e are unable t ll o pr If wII thtt e resultll itt nii g labor u eserve positii ivtt e labor r nrest could disrupt our business by impairing our ability to produce and deliver our products. ll elationships or become the target of corporate labor u nionization campaigns, ll ll ll ii As of August 27, 2022, we employ approximately 14,000 persons and less than 1% of our United States employees are represented by a union pursuant to a collective bargaining agreement. Competitors within our industry have been the target of ate unionization campaigns by multiple labor unions. While our management believes that our employee relations are r corpor good, we cannot assure you that we will not become the target of campaigns similar to those faced by our competitors. The potential for uni we do encounter pressure from any labor unions in connection with our acquisitions of other businesses, any resulting labor unrest could disrupt our business by impairing our ability to produce and deliver our products. In addition, significant union representation would require us to negotiate wages, salaries, benefits and other terms with many of our employees collectively and could adversely affff eff ct our results of operations by increasing our labor costs or otherwise restricting our abia lity to maximize the efficiency of our operations. onization could increase if the United States Congress passes federal “card check” legislation in the future. If ff We mWW ay inii cur unexpe ee tt cted cost inii creases due to rising healthcare cos ff ts, the Af tt fordable Care Act and other labor cos ts. In general, the cost of healthcare that we provide to our employees has grown over the last few years at a rate in excess of our revenue growth and, as a result, has negatively impacted our operating results. Moreover, it is generally expected that healthcare costs in the United States will increase over the coming years. In addition, we may incur significant healthcare costs if a signififf cant number of our employees experience injury or illness, including in connection with public health emergencies such as the COVID-19 pandemic. As a result of these factors, and depending on the effect of any modifications we have made and may make in the future to our employee healthcare plans and enrollment levels in those plans, including as a result of the Affordable Care Act or any future legislation or regulation affecting the healthcare industry, we expect that our futff urt e operating results will continue to be further adversely impacted by increasing healthcare costs. Federal, state and municipal governments are mandating increases to minimum wage and other employee benefits. In addition, we faff ce wage pressure as the result of a low unemployment environment and increased competition in hiring. We have raised, and expect to continue to raise, our wage rates and benefits to reflect these changes, which has the effect of increasing our labor costs, which in turn adversely affects our results of operation and financial condition. Our failure to comply with these regulatory requirements would expose us to applicable penalties and increase the likelihood that we would be subject to unionization campaigns. Further mandates would require additional increases to our labor costs and adversely affff eff ct our operating margins. Our failure to rtt new customers could adv etain our current customers, renew our existing customer contracts and enter into customtt ersely affect our business, results of operations and financial condition. ll er contracts with Our success depends on our abia lity to retain our current customers, renew our existing customer contracts and obtain new customers. Our abia lity to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as well as our ability to market these services effectively and to differentiate ourselves from our competitors. In addition, renewal rates and our ability to obtain new customers are generally adversely affected by difficult economic and business conditions. We cannot assure you that we will be abla e to obtain new customers, renew existing customer contracts at the same or higher rates or that our current customers will not turn to competitors, cease operations or terminate contracts with us. Our faff ilure to renew a significant number of our existing contracts would have an adverse effeff ct on our results of operations and financial condition and failure to obtain new customers could have an adverse effect on our growth and results of operations. ff ff InII creases in f uff el and energy costs could materially adversely affect our operating costs.tt ii The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as Russia's invasion of Ukraine, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters, environmental concerns, including the impact of legislative and regulatory efforts to limit GHG emiss ions, and public health emergencies, ff including pandemics such as the COVID-19 pandemic. Our operating margins have been, and may continue to be, adversely 8 impacted by the recent surge in energy prices. A continuing surge in fuel and energy costs or any further increases in fuel and energy costs could materially adversely affect our operating costs. ff As a result of our significant presence in energy producing regions, a prolonged drop in eii imii pacm t our financial results. nergy prices could negati e vely We have a substantial number of plants and conduct a signififf cant portion of our business in energy producing regions in the U.S. and Canada. In general, we are relatively more dependent on business in these regions than are many of our competitors. If a dramatic decrease in oil prices were to occur, it could impact our customers in the oil industry and cause those customers to curtail their level of operations, which could have a corresponding effect on our customers in businesses which service or supply the oil industry as well as our customers in unrelated businesses. As a result, our organic growth in periods following a dramatic decrease in oil prices could be negatively impacted by elevated headcount reductions in our wearer base as well as increased lost accounts. At times, volatility in energy prices has had and may in the future have a significant impact on wearer levels at existing customers in our North American energy-dependent markets. ifi iff cant reduction in our business derived from key customers, could dispr oportionately impact our revenue and net r SpeSS cialty Garments segment, including the loss of key customers or a tt FlFF uctuations in the nuclear portion of ou signi ii inii come and create volatll ii itt lity in the price of our Common Stock. Our nuclear decontamination business is affected by shut-downs, outages and clean-ups of the nuclear facilities we service. We are not able to control or predict with certainty when such shut-downs, outages and clean-ups will occur. In addition, our nuclear decontamination business tends to generate more revenue in the first and third fiscal quarters, which is when nuclear power plants typically schedule their plant outages and refuelings and thereby increase nuclear garment utilization. Moreover, a significff ant percentage of this segment’s revenues are generated from a limited number of nuclear power plant operator customers. This concentration subjects this business to significant risks and may result in greater volatility in this segment’s results of operations. Fluctuations in our nuclear decontamination business, including the loss of key customers of our Specialty Garments business, or a significant reduction in our business derived from s adversely affect our results of operations and financial condition. uch key customers, could materially ff i nii fn lff atll ConCC titt nii ued high i revenues and operatitt nii g margir nii s. In addi tt to ou r customtt ersrr , ous s itt on ratett s, or f uff rthtt er inii creases in inflation rates, could have a material adverse impact on our II osts increase and we are not able to pass along these price increases i tii itt on, if our c r results of operations would be adversely affected, and the adverse impact may be material. Inflff ation rates, particularly in the United States, have increased recently to historic levels and have had an adverse impact on our operating margins. Continued high inflation or increases in inflation may result in decreased demand for our products and services, increased operating costs, including our labor costs, reduced liquidity, and limitations on our ability to access credit or otherwise raise debt and equity capital. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about i government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks, which may result in economic recession. In an inflationary environment, we may be unable to raise the prices of our products and services at or above the rate a margins and have a material adverse effect on our financial results. We also may experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in customer spending or a negative reaction to our pricing. A reduction in our revenue would be detrimental to our profitability and financial condition and could also have an adverse impact on our future growth. nflff ation. Increases in interest rates, especially if coupled with reduced t which our costs increase, which may reduce our operating a a Our inii tett rnrr atitt onal businii ess results are influenced by currency fluctuations and other risks that could have an adverse efe fff eff ct on our results of operations and financial condition. A portion of our sales is derived frff om international markets. Revenue denominated in currencies other than the U.S. dollar represented approximately 7.9%, 8.4% and 6.9% of total consolidated revenues for fiscal 2022, the fiscal year ended August 29, 2021 (“fiff scal 2021”) and the fiscal year ended August 31, 2020 (“fiscal 2020”), respectively. The operating results of our international subsidiaries are translated into U.S. dollars and such results are affected by movements in foreign currencies relative to the U.S. dollar. The strength of the U.S. dollar has generally increased recently as compared to other currencies, which has had, and may continue to have, an adverse effect on our operating results as reported in U.S. dollars. In addition, a weaker Canadian dollar increases the costs to our Canadian operations of merchandise and other operational inputs that are sourced from outside Canada, which has the effect of reducing the operating margins of our Canadian business if we are unabla e to recover these additional costs through price adjustments with our Canadian customers. Our international operations 9 rr equirements; potential difficulties in staffing and labor disputes; managing and obtaining support and distribution ocal operations; credit risk or fiff nancial condition of local customers; potential imposition of restrictions on investments; are also subject to other risks, including the requirement to comply with changing and conflicting national and local regulatory r for l ff potentially adverse tax consequences, including imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries; foreign exchange controls; and local political and social conditions. In addition, U.S. and forff eign trade policies and tariffs and other impositions on imported goods may have a negative impact on our business. There can be no assurance that the foregoing factors will not have an adverse effect on our international operations or on our consolidated financial condition and results of operations. We own and operate manufacturing facilities in Mexico. Violence, crime and instability in Mexico has had, and may continue to have, an adverse effff eff ct on our operations, including the hijacking of our trucks and the implementation of security measures to protect our employees. We are not insured against such criminal attacks and there can be no assurance that losses that could result from an attack on our trucks or our personnel would not have a material adverse effect on our business, results of operations and financial condition. Operations in developing nations present several additional risks, including greater fluctuation in currencies relative to the U.S. dollar, economic and governmental instability, civil disturbances, volatility in gross domestic production, Foreign Corrupt Practice Act compliance issues and nationalization and expropriation of private assets, which could have a material adverse effect on our business, results of operations and financial condition. ff tt Our failure to properly and efficiently design, c (“CRCC MRR ”) compum tett r sys stett m or an entett rprrr rr adversrr ely impact the servicing of our customers and have a material adver ll onstruct, implement and operate a new customer relationship management isii e resource planning (“ERP”) system could materially disrupt our operations, ff se ef fect on our financial performance. ff In the four party application we licensed. Our previous CRM sys a successful implementation of a CRM system. th quarter of fiscal 2018, we initiated a multiyear CRM project to further develop, implement and deploy a third- tems project, which we terminated in 2018, did not result in the We began deployment of our new CRM project during the third quarter of fiscal 2021, and the deployment is ongoing. This new system is intended to improve functionality, capability and information flow as well as increase automation in servicing our customers. In addition, we are working on a corporate-wide ERP system with a strong focff us on supply chain and procurement automation and technology. The failure to properly, efficiently and economically complete, implement and operate such systems on a timely basis or at all could materially disrupt our operations, adversely impact the servicing of our customers and have a material adverse effff eff ct on our financial results. If our information technology systems s operatitt ons could be disr uptu ett d or othtt er material adv tt ll i erse impacts on our business could result. ufu fff eff r inii tett rruptions or failures, including as a result of cyber-attacks, our business r ff rr Our inforff mation technology systems serve an important role in the efficient operation of our business. The failure of these information technology systems to perforff m as we anticipate could disrupt our bus iness and negatively impact our results of operations. In addition, our inforff mation technology systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, ransomware, computer viruses or cyber- based attacks. Further, state-sponsored cyber-attacks could expand as part of the hostilities in Ukraine, which could adversely affff eff ct our or our suppliers’ ability to maintain and enhance key cyber security and data protection measures. While we have contingency plans in place to prevent or mitigate the impact of these events, if such events were to occur and our disaster recovery plans do not effectively address the issues on a timely basis our operations and service our customers, and we may be required to make a significant investment to fix or replace our information technology systems, each of which may have a material adverse effect on our business and financial results. In addition, if customer, employee or our proprietary information is compromised by a security breach or cyber-attack or other event, it could have a material adverse effect on our business, including as a result of remedial actions that we may be required to take, potential liabilities and penalties, loss of business and reputational damage. Our failure to properly respond to any such event could also result in exposure to liability. We are subject to numerous laws and regulations in the United States and internationally designed to protect the information of clients, customers, employees, and other third parties that we collect and maintain. These laws and regulations are increasing in complexity and number. If we fail to comply with such laws or regulations, we may be subject to litigation, monetary damages, enforcement actions or fines in one or more jurisdictions, which could have an adverse effect on our business. , we could suffer interruptions in our ability to manage ff ff We also rely on systems and appl these third-party vendors, or our suppliers or other vendors, experience service interruptions, security breaches, cyber-attacks, ications provided by third-party vendors for certain information technology services. If a 10 computer viruses, ransomware or other similar events, customer, employee or other proprietary information could be compromised and it could as a result or otherwise, have an adverse effect on our business. ff Our business may be su ii bject to seasonal and quarterly fluctuations. e. In addition, our operating results historically have been seasonally lower during the second and fourth fiscal Historically, our revenues and operating results have varied from quarter to quarter and are expected to continue to fluctuate in the futur ff quarters than during the other quarters of the fiff scal year. We incur various costs in integrating or establishing newly acquired businesses or start-up operations, and the profitability of a new location is generally expected to be lower in the initial period of its operation than in subsequent periods. Start-up operations in particular lack the support of an existing customer base and require a significantly longer period to develop sales opportunities and meet targeted operating results. These faff ctors, among others, may cause our results of operations in some future quarters to be below the expectations of securities analysts and investors, which could have an adverse effeff ct on the market price of our Common Stock. Loss of our key me businii ess. anagement or othtt er persrr onnel and our inabilill tii y t tt o htt rr ire qualified per ii sonnel could adversely impact our ff Our success is largely dependent on the skills, experience and efforts of our senior management, including our President and Chief Executive Officer, and certain other key personnel. If, for any reason, one or more senior executives or key personnel were not to remain active in our Company, our results of operations could be adversely affected. Our future succes s also depends upon our abia lity to attract and retain key employees. There is competition in the market for the services of such qualifieff d personnel and hourly workers. In addition, we face wage pressure as the result of a low unemployment environment and increased competition in hiring. We have raised, and expect to continue to raise, our wage rates and benefits to reflect these changes, which has the effect of increasing our labor costs, which in turn adversely affects our results of operation and fiff nancial condition. Our failure to attract and retain such personnel or workers could adversely affect our results of operations. ff We deWW peee nd on third parties to supply us with raw materials and our res tt are unable t aw materials in a timely manner. tt ll o obt ain adequate r tt ultll s of ope tt rations could be adversely affected if we We manufactured approximately 61% of all garments we placed in service during fiscal 2022. These were primarily work pants and shirts manufactured at three of our plants located in San Luis Potosi, Mexico, one plant located in Managua, Nicaragua, as well as at subcontracted manufacturers that we utilize to supplement our manufacturing capacity in periods of high demand. The balance of the garments used in our programs are purchased from a variety of industry suppliers. While we currently acquire the raw materials with which we produce our garments from a limited number of suppliers, we believe that such materials are generally readily available from other sources. To date, we have experienced no significant difficulty in obtaining any of our raw materials or supplies, although at certain times, we have sourced raw materials or supplies from alternative sources or experienced costs increases for such raw materials and supplies. However, if we were to experience difficulty obtaining any of our raw materials from such suppliers and were unable to obtain new materials or supplies from other industry suppliers, or if the cost of obtaining such materials or supplies were to increase, including in any case as a result of the COVID-19 pandemic, RusRR sia’s invasion of Ukraine or other supply chain disruptions, it could adversely affect our results of operations. ee UnUU expe ctett d events could disrupt our operations and adversely affect our operating results. Unexpected events, including, without limitation, fires at facilities, natural disasters as a result of climate change or otherwise, such as hurricanes, earthquakes, floods and tornados, public health emergencies, war or terrorist activities, unplanned utility outages, pandemics such as the COVID-19 pandemic, supply disruptions, failure of equipment or information systems, temporary or long-term disruption of our computer systems, or changes in laws and/or regulations impacting our business, could adversely affff eff ct our operating results. These events could result in disruption of customer service, physical damage to one or more key operating facilities, the temporary closure of one or more key operating facilities or the temporary disruption of information systems. In addition, the destruction or temporary loss of our distribution facility ff in Owensboro, Kentuct ky or our manufacturing facilities in Mexico and Nicar our operations and financial results. agua would have a material adverse effect on 11 ThTT e COC VIVV DII -19 pandemic and resultll itt nii g matett rial adver rr on our business and could have a material adverse impact on our business, financial condition and results of operations ii htt e fuff ture.ee in t itt ons had in the past a significant adverse impact se economic condit rr ii tt The COVID-19 pandemic has, at times, resulted in material adverse economic conditions that have impacted, and may again impact, our business and the businesses of our suppliers and customers. For example, at times during the COVID-19 pandemic our revenues have been significantly adversely impacted as a result of many customers closing their business operations or operating at limited capacities. In addition, at times during the pandemic, we have experienced supply chain disrupt r disrupt r pandemic. ions with respect to certain products, including hand sanitizer and masks. Although there continues to be supply chain ion that is impacting our operating results, these adverse impacts and disruptions have declined since the height of the Any futff urt e impacts of the COVID-19 pandemic on our business and operations and the business and operations of our customers and suppliers remain uncertain. New variants of the virus could emerge, the virus may continue to spread and there could be future impositions of related public health measures and travel, health-related, business and other restrictions. Such conditions and any related material adverse economic conditions could materially adversely impact our business, financial condition, results of operations and cash flows. The COVID-19 pandemic has also, at times, resulted in severe disruption and volatility in the fiff nancial markets, and the market price of our Common Stock on the NYSE has, at times, declined dramatically. The price of our Common Stock on the NYSE may experience volatility and declines should future outbreaks and continued spread of the virus occur. t We arWW e contrtt ollll ell d by our prinii cipal shareholders, and our other shareholders may be unable to affect the outcome of shareholdell r votitt nii g. oximately 19.2% of the aggregate number of outstanding shares of our Common Stock and Class B Common Stock, but oximately 70.4% of the combined voting power of the outstanding shares of our Common Stock and Class B Common As of October 21, 2022, to the Company’s knowledge, the members of the Croatti family and other family members owned, directly or indirectly, in the aggregate approximately 3,590,295 shares of our Class B Common Stock, which represents appr a a appr Stock. To the Company’s knowledge, the members of the Croatti family and other family members owned, directly or indirectly, a number of shares of Common Stock. As a result, the members of the Croatti family, acting with other family members, could effectively control most matters requiring approval by our shareholde rs, including the election of a majority a of the directors. While historically the members of the Croatti family have individually voted their respective shares of Class B Common Stock in the same manner, there is no contractual understanding requiring this and there is no assurance that the faff mily members will continue to individually vote their shares of Class B Common Stock in the same manner. This voting control by the members of the Croatti faff mily, together with certain provisions of our by-laws and articles of organization, could have the effect of delaying, defeff rring or preventing a change in control of our Company that would otherwise be benefiff cial to our public shareholders. a 12 tt We iWW deii ntified a material weakness in our intern receivable process, caused principally by ineffective inii forn mrr atitt on technology general controls. If not remediati ett d appropriatii ett ly an fiff nii ancial i i tt resultll s of ope tt nii fn orff mrr ation acc tt ratitt ons, fs ll mpact our ability to record, proces urately, result in loss of investor confidence and have a material adverse impact on our business, r financial reporting relatll ett d to ou d timely, such material weaknes onditiii on and stock price. r revenue and accounts ii s could adversely i tt al control ove s and report iff nii ancial c i ll tt tt Internal control related to the operation of technology systems are critical to maintaining adequate internal control over fiff nancial reporting. As disclosed in Part II, Item 9A of this Annual Report on Form 10-K, management identified a material weakness in internal control over financial reporting for our revenue and accounts receivable process. This material weakness primarily related to ineffff eff ctive information technology general controls (ITGCs) in the area of user access over the CRM system that we are in the process of deploying. As a result, management concluded that our internal control over financial reporting was not effective as of August 27, 2022. This issue was attributable to numerous role security defects that we experienced in the application and uncertainty that additional role security defects would not arise. Our business process controls within the revenue and accounts receivable process, both automated and manual, that are dependent on the completeness and accuracy of the information derived from the affected IT system were also deemed ineffective because they could have been adversely impacted. Although we are working on remedial measures, there can be no assurance that such remedial measures will be successful and that we will be able to remediate the material weakness prior to the end of fiscal 2023. If we are unable to remediate the material weakness appr opriately and timely, or are otherwise unable to maintain effff eff ctive internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report fiff nancial information accurately, and to prepare financial statements within required time periods, could be adversely affff eff cted, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and have a material adverse effect on our business, results of operations, financial condition and stock price. a ff ii Our business could be adversely impacted if we have deficiencies in our disclosure controls and pr contrtt ol over fiff nii ancial reporting, including as a result of the mater above.ee ii ial we ii akness identified by management and discussed ocedures or internal The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting, including new and revised financial and information technology-related controls that we have been designing, implementing and operating in connection with the deployment of our new CRM system, may not prevent all errors, misstatements or s of our disclosure controls and procedures misrepresentations. While management will continue to review the effectivenes and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effff eff ctive in accomplishing all control objectives all of the time. Deficiencies in our internal control over financial reporting, including the material weakness identified by management and discussed above and any additional material weakness which may occur in the future, could result in misstatements of our results of operations, restatements of our fiff nancial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity. ff LEGAL AND REGULATORY RISKS The expenses we incur to comply with environmental regulations, is nii cludinii g costs associated with potential environmental remediation, may prove to be significant and cou tt ave a material adv tt fiff nii ancial c erse effeff ct on our results of operations and onditiii on. ld hll i We, like our competitors, are subject to various federal, state and local laws and regulations governing, among other things, air emissions, wastewater discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must dispose of detergent waste water and other residues, and, in the past, used perchloroethylene and other dry cleaning solvents. We are attentive to the environmental concerns surrounding the disposal of these materials and have, through the years, taken measures to avoid their improper disposal. Over the years, we have settled, or contributed to the settlement of, past actions or claims brought against us relating to the disposal of hazardous materials at several sites and there can be no assurance that we will not have to expend material amounts to remediate the consequences of any such disposal in the future. Further, under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating frff om such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of such hazardous or toxic substances. There can be no assurance that acquired or leased locations have been operated in ff 13 compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liabila ity upon us under such laws or expose us to third-party actions such as tort suits. We continue to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to sites located in or related to certain sites. We have accrued certain costs related to certain sites, including but not limited to, sites in Woburn and Somerville, Massachusetts, as it has been determined that the costs are probabla e and can be reasonably estimated. We, together with multiple other companies, are party to a consent decree related to our property and parcels of land (the “Central Area”) at a site in Woburn, Massachusetts. The United States Environmental Protection Agency (the “EPA”) has provided us and other signatories to the consent decree with comments on the design and implementation of groundwater and soil remedies at the Woburn site and investigation of environmental conditions in the Central Area. The consent decree does not address any remediation work that may be required in the Central Area. We, and other signatories, have implemented and proposed to do additional work at the Woburn site but many of the EPA’s comments remain to be resolved. We have accrued costs to perforff m certain work responsive to the EPA’s comments. Additionally, we have implemented mitigation measures and continue to monitor environmental conditions at a site in Somerville, Massachusetts. We have agreed to undertake additional actions responsive to a notice of audit findings from the Massachusetts Department of Environmental Protection concerning a regulatory submi ttal that we made in 2009 for a portion of the site. We have received demands from the local transit authority rr eimbursement of certain costs associated with its construction of a new municipal transit station in the area of the ff for r Somerville site. This station is part of an ongoing extension of the transit system. We have reserved for costs in connection with this matter; however, in light of the uncertainties associated with this matter, these costs and the related reserve may change. On a quarterly basis, we assess each of our environmental sites to determine whether the costs of investigation and remediation of environmental conditions are probable and can be reasonably estimated as well as the adequacy of our accruals with res be suffff iff cient or that the costs of remediation and investigation will not substantially exceed our accruals as new facts, circumstances or estimates arise. pect to such costs. There can be no assurance that our accruals with respect to our environmental sites will r Our nuclear garment decontamination facilities are licensed by the Nuclear Regulatory Commission, or in certain cases, by the applicabla e state agency, and are subject to regulation by federal, state and local authorities. We also have nuclear garment decontamination facilities in the United Kingdom and the Netherlands. These facilities are licensed and regulated by the respective country’rr have resulted in the suspension of operations at certain nuclear facilities served by us or disrupt such facilities. There can be no assurance that such scrutiny and regulation will not lead to the shut-down of such facilities or otherwise cause material disruptions in our garment decontamination business. icable feff deral agency. In the past, scrutiny and regulation of nuclear facilities and related services ions in our ability to service a s appl rr rr aff cilities. We recognize as a liability the present value of the estimated future cos In addition, our nuclear garment decontamination operations are subject to asset retirement obligations related to the decommissioning of our nuclear laundry f to decommission these facilities. The estimated liability is based on historical experience in decommissioning nuclear laundry faff cilities, estimated useful lives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and federal and state regulatory requireme nts. No assurances can be given that these accruals will be sufficient or that the costs of such decommissioning will not substantially exceed such accruals, as our facts, circumstances or estimates change, including changes in the Company’s estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. ts ff ff In addition to contingencies and claims relating to environmental compli subject to legal or regulatory proceedings and claims related to our business operations which may adversely affect our fiff nii ancial c ance matttt ers, we may from time to time be onditiii on and operating results. i ii tt In addition to contingencies and claims relating to environmental compliance matters, we are subject from time to time to legal or regulatory proceedings, including, without limitation, with respect to tax matters, and to claims and disputes arising frff om the conduct of our business operations, including personal injury claims, customer contract matters and employment claims such as claims alleging violations of, and damages under, the Fair Labor Standards Act (the “FLSA”). Refer to Note 11, “Commitments and Contingencies”, of our Consolidated Financial Statements for further discussion, including regarding a tax assessment matter in Mexico and claims relating to the FLSA. Certain of the claims to which we are subject are typically not covered by our available insurance. In addition, claims occasionally result in significant investigation and 14 litigation expenses and, if successful, may result in material losses to us. Certain claims may also result in significant adverse publicity against us. As a consequence, successful claims against us not c impact of adverse publicity against us, could have a material adverse effect on our business, financial condition and results of operation. overed by our available insurance coverage, or the ff tt FaiFF lii ure to comply with state, fede costs t tt htt at could hll ave a material adverse effect on our business. ral and othtt er rules and regulations to which we are subject may result in penalties or Our business is subject to various state, federal, international and other rules and regulations, including employment laws and regulations such as the FLSA, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, healthcare insurance mandates, data protection requirements, import and export requirements and restrictions and other laws, rulr es and regulations, including those of the SEC and NYSE and those relating to accounting. We have incurred, and will continue to incur, capital and operating expenditures a business in complying with the laws and regulations to which we are subject. Any appreciable increase in the statutory minimum wage rate, income or overtime pay, costs of complying with healthcare insurance mandates, changes in the requirements under the Occupational Safety and Health Act of 1970, as amended, changes in environmental compliance requirements, or changes to immigration laws and citizenship requirements would likely result in an increase in our labor costs and/or contribute to a shortage of available labor and such cost increase or labor shortage, or the penalties for failing to comply with such statutt ory mrr operations. The impact of any new laws, rules and regulations, or changes to laws, rules and regulations, cannot be predicted and could cause us to incur substantial compliance costs. Any failure to comply with applicable laws, rules and regulations could result in substantial fines or penalties by government authorities, payment of damages to private litigants or possible revocation of our authority to conduct our operations, which could adversely affect our ability to service customers and our results of operations. inimums or regulations, could have an adverse effect on our business, liquidity and results of nd other costs in the ordinary course of our a t ChCC anges in or new in tett rprrr ii reduce our salell s or profitstt . etattt itt ons of thtt e governmental regulatory framework may affect our contract terms and may icabla e to services provided under governmental contracts or bidding procedures could result in fewer new contracts or A portion of our total consolidated revenues is derived from business with U.S. federal, state and local governments and agencies. Changes or new interprr etations in, or changes in the enforcement of, the statutory or regulatory framework appl a contract renewals, modifications to the methods we apply to price government contracts or in contract terms of shorter duration than we have historically experienced, any of which could result in lower sales or profits than we have historically achieved, which could have an adverse effect on our results of operations. ff GENERARR L RISK FACTORS Adversrr e global financial and economic conditions may result in impairment of our goodwill and intangibles. ll Our market capitalization, from time to time, has experienced volatility due in part to turbulent economic conditions and ion in the global equity and credit markets. Under accounting principles generally accepted in the United States (“U.S. r disrupt GAAP”), we may be required to record an impairment charge if changes in circumstances or events indicate that the carrying values of our goodwill and intangible assets exceed their fair value and are not recoverable. Any significant and other-than- temporary decrease in our market capitalization could be an indicator, when considered together with other factors, t hat the carryirr ng values of our goodwill and intangible assets exceed their fair value, which may result in our recording an impairment charge. We are unable to predict economic trends, but we continue to monitor the impact of changes in economic and fiff nancial conditions on our operations and on the carrying value of our goodwill and intangible assets. Should the value rr 15 of our acquired goodwill or one or more of our acquired intangibles become impaired, our consolidated earnings and net worth may be materially adversely affected. ThTT e price of our ComCC mon Stock may be highi ly vll olatile, which could result in significant price declines. ll The price of our Common Stock may experience significant volatility. Such volatility may be caused by fluctuations in our operating results, changes in earnings estimated by investment analysts, the number of shares of our Common Stock traded each day, the degree of success we achieve in implementing our business and growth strategies, changes in business or regulatory condi rr pandemic. In addition, the NYSE historically has experienced extreme price and volume fluctuations t unrelated to, or disproportionate to, the operating performance of its listed companies. These fluctuations, as well as general economic, political and market conditions, may adversely affect the mar tions affff eff cting us, our customers or our competitors and other faff ctors, including the impact of the COVID-19 ket price of our Common Stock. hat often have been ff ff tt e are unable t ll o ac If wII contitt nii gencies are unfavorably resolved, our results of operations and financial condition could be adversely affectett d. ill tii itt es or become subject to increased levels of taxation or our tax curately predict our future tax liabil tt The rulr es dealing with U.S. federal, state and local and non-U.S. taxation are regularly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department and other taxing authorities. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our Common Stock. Any such tax laws, regulations, interpretations, or rulings could have an adverse effect on our financial condition and results of operations. These changes could subject us to additional income taxes and non-income taxes (such as payroll, sales, use, import, value-added, digital tax, net worth, property, and goods and services taxes), which in turn could materially affect our financial position and results of operations. Additionally, new, changed, modified, or newly interpreted ied tax laws could increase our customers’ and our compliance costs, operating and other costs, as well as the costs of a or appl our products. In recent years, many such changes have been made, and changes are likely to continue to occur in the future. ff As we expand the scale of our business activities, any changes in the U.S. and non-U.S. taxation of such activities may increase our effective tax rate and harm our business, fiff nancial condition, and results of operations. In addition, we are also subject to tax audits in the United States and other jurisdictions in which we do business, including, but not limited to, various states, as well as Canada and the Canadian provinces of Alberta, British Columbia, Ontario, Saskatchewan, Quebec and New Brunswick, and Mexico. These audits can be complicated and can require several years to resolve. The final resolution of any such tax audit could result in an increase in our income tax and other tax liabilities. Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures. Any increase in the amount of taxes we owe, including any fines or penalties, as a result of challenges to our tax filing positions could result in a material adverse effect on our business, results of operations and financial condition. Refer to Note 11, “Commitments and Contingencies”, of our Consolidated Financial ff Statements for f urther discussion, including regarding a tax assessment matter in Mexico. ff ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES ff As of August 27, 2022, we owned or leased approximately 260 facilities c million square feet located in the United States, Canada, Mexico, Europe and Nicaragua. We owned 136 of these facilities, containing approximately 6.1 million square feff et. These facilities include our 325,000 square foot Owensboro, Kentucky distribution center and almost all of our industrial laundry processing plants. We believe our industrial laundry facilities are among the most modern in the industry.rr ontaining an aggregate of approximately 7.9 a We own substantially all of the machinery and equipment used in our operations. We believe that our facilities and our production, cleaning and decontamination equipment have been well maintained and are adequate for our present needs. We also own a flff eet of approximately 4,300 delivery vans, trucks and other vehicles. ITEM 3. LEGAL PROCEEDINGS From time to time, we are subject to legal proceedings and claims arising from the current conduct of our business operations, including personal injury, customer contract, employment claims such as claims alleging violations of, and 16 damages under, the FLSA and environmental matters as described in our Consolidated Financial Statements. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect that we will sustain any material loss as a result thereof. In addition, we, like our competitors, are subject to various federal, state and local laws and regulations governing, among other things, air emissions, wastewater discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must dispose of detergent waste water and other residues, and, in the past, have used perchloroethylene and other dry cleaning solvents. We have settled, or contributed to the settlement of, past actions or claims brought against us relating to the disposal of hazardous materials at several sites and there can be no assurance that we will not have to expend material amounts to remediate the consequences of any such disposal in the future. Further, under environmental laws, an owner or lessee of real estate may be ff liable f such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of such hazardous or toxic substances. There can be no assurance that our acquired or leased locations have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third-party actions such as tort suits. Refer to Note 11, “Commitments and Contingencies”, of our Consolidated Financial ff Statements for f urther discussion. he costs of removal or remediation of certain hazardous or toxic substances located on or in or emanating from or t a ff ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. a 17 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our Common Stock trades on the NYSE under the symbol “UNUU F”, while our Class B Common Stock is not publicly traded. On July 12, 2022, our Board of Directors declared a quarterly cash dividend of $0.30 per share of Common Stock and $0.24 per share of Class B Common Stock. Both dividends were paid on September 28, 2022 to shareholders of record as of September 7, 2022. The amount and timing of any future dividend payment is subject to the approval of the Board of Directors each quarter. The appr oximate number of shareholders of record of our Common Stock and Class B Common Stock as of October 21, a 2022 was 53 and 46, respectively. We believe that the number of beneficial owners of our Common Stock is substantially greater than the number of record holders because a large portion of our Common Stock is held of record in broker “street names”. Equity Compensation Plan Information p q y The folff lowing table sets forth information concerning our equity compensation plans as of August 27, 2022: Plan category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a) Weighted average exercise price of outstanding options, warrants and rights (2) (b) Number of securities remaining available uff ture issuance ff for f under equity compensation plans (excluding securities refeff renced in column (a)) (c) 460,048 $ 141.68 — 460,048 N/A 173,581 — 173,581 Includes shares of Common Stock issuable upon vesting of restricted stock units. (1) (2) Restricted stock units are not included in the weighted-average exercise price calculation because there is no exercise price associated with restricted stock units. Issuer Purchases of Equity Securities q y The folff lowing table provides information regarding our purchases of equity securities for the periods set forth therein: May 29, 2022 - June 25, 2022 June 26, 2022 - July 23, 2022 July 24, 2022 - August 27, 2022 (a) Total Number of Shares of Stock Purchased(1) 28,275 47,775 $ $ — $ 76,050 (b) Average Price Paid per Share(1) 164.22 166.59 — (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchase d Under the Plans or Programs(1) $ 66,956,250 $ 63,640,769 — $ 63,640,769 28,275 47,775 76,050 (1) On January 2, 2019, our Board of Directors approved a share repurchase program authorizing the Company to repurchase from time to time up to $100.0 million of our outstanding shares of Common Stock. On October 18, 2021, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase from time to 18 time up to $100.0 million of our outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in January 2019, which program has no scheduled expiration date. Repurchases made under the program, if any, will continue to be made in either the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including economic and market conditions, the trading price of our Common Stock, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program has been funded to date using our available cash and may be suspended or discontinued at any time. In addition to the shares repurchased under our share repurchase program and reflected in the table, we repurchased 35,714 shares of Class B Common Stock for $168.00 per share in a privately negotiated transaction in July 2022. 19 Stock Perforff mance Graph a The graph below compares the cum 2000 Index and a customized peer group of three companies that includes Aramark, Cintas Corporation and Rollins, Inc. The graph a ssumes an investment of $100 in each of UniFirst Corporation’s Common Stock, the Russell 2000 Index, and the a perforff mance through August 31, 2022, assuming the reinvestment of dividends. r ulative five-year total return on UniFirst Corporation's Common Stock with the Russell 20 ITEM 6. RESERVED 21 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERARR TIONS Business Overview UniFirst Corporation, together with its subsidiaries, hereunder referred to as “we”, “our”, the “Company”, or “UniFirst”, is one of the largest providers of workplace uniforms and protective work wear clothing in the United States. We design, manufaff cture, personalize, rent, clean, deliver, and sell a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent and sell industrial wiping products, flff oor mats, facility service products and other non-garment items, and provide restroom and cleaning supplies and fiff rst aid cabinet services and other safety supplies as well as provide certain safeff ty training to a variety of manufacturers, retailers and service companies. We serve businesses of all sizes in numerous industry categories. Typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, food processors and service operations, light manufaff cturers, maintenance facilities, restaurants, service companies, soft and durable goods wholesalers, transportation companies, healthcare providers and others who require employee clothing for image, identification, protection or utility purpos rr hand soapsa es. We also provide our customers with restroom and cleaning supplies, including air fresheners, paper products and . At certain specialized facilities, we also decontaminate and clean work clothes and other items that may have been exposed to radioactive materials and service special cleanroom protective wear and facilities. Typical customers for these specialized services include government agencies, research and development laboratories, high technology companies and utilities operating nuclear reactors. Headquartered in Wilmington, Massachusetts, we are a North American leader in the supply and servicing of uniform and workwear programs, as well as the delivery of facility service programs. Together with our subsidiaries, we also provide first aid and safety products, and manage specialized garment programs for the cleanroom and nuclear industries. We m anufacture our own branded workwear, protective clothing, and floorcare products, as well as offer products from industry leading suppliers; and with 260 service locations, over 300,000 customer locations, and 14,000 employee Team Partners, we outfit more than 2 million workers each business day. ff ff ff egarding operating segments in annual financial statements and U.S. GAAP establishes standards for reporting information r requires selected information of those segments to be presented in interim financial reports issued to shareholders. Operating segments are identified as components of an enterprise for which separate discrete fiff nancial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess perforff mance. Our chief operating decision-maker is our Chief Executive Officer. We have six operating segments based on the information reviewed by our Chief Executive Officer: U.S. Rental and Cleaning, Canadian Rental and Cleaning, Manufacturing (“MFG”), Specialty Garments Rental and Cleaning (“Specialty Garments”), First Aid and Corpor r the U.S. and Canadian Rental and Cleaning reporting segment. Refer to Note 15, “Segment Reporting”, of our Consoli Financial Statements for our di ate. The U.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments have been combined to form ff sclosure of segment information. dated ff ff The U.S. and Canadian Rental and Cleaning reporting segment purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the United States and Canada. The operations of the U.S. and Canadian Rental and Cleaning reporting segment are referred to by us as our ‘industrial laundry operations’ and we refer to the locations related to this reporting segment as our ‘industrial laundries’. The MFG operating segment designs and manufactures uniforms and non-garment items prim ff providing these goods to the U.S. and Canadian Rental and Cleaning reporting segment. The amounts reflected as revenues of MFG are primarily generated when goods are shipped from our manufacturing facilities, or subcontract manufacturers, to our other locations. These intercompany revenues are recorded at a transfer price which is typically in excess of the actual manufacturing cost. Products are carried in inventory and subsequently placed in service and amortized at this transfer price. On a consolidated basis, intercompany MFG revenues and MFG income are eliminated and the carrying value of inventories and rental merchandise in service is reduced to the manufacturing cost. Income before income taxes from MFG, net of the intercompany MFG elimination, offsets the merchandise amortization costs incurred by the U.S. and Canadian Rental and Cleaning reporting segment as the merchandise costs of this reporting segment are amortized and recognized based on inventories purchased frff om MFG at the transfer price which is above our manufacturing cost. arily for the purpose of r The Corpor ate operating segment consists of costs associated with our distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense. The revenues generated from the Corporate operating segment represent certain direct sales made directly from our distribution center. The products sold by this operating segment are the same products rented and sold by the U.S. and Canadian Rental and Cleaning reporting segment. In the segment disclosures in Note 15, “Segment Reporting”, of our Consolidated Financial Statements, no assets or capital expenditures are presented for the Corporate operating segment as no assets are allocated to this operating segment in the information reviewed by our chief 22 executive officer. However, depreciation and amortization expense related to certain assets are reflected in income from operations and income before income taxes for the Corporate operating segment. The assets that give rise to this depreciation and amortization are included in the total assets of the U.S. and Canadian Rental and Cleaning reporting segment as this is how they are tracked and reviewed by us. We refer to our U.S. and Canadi ff Operations”. an Rental and Cleaning, MFG, and Corporate segments combined as our “Core Laundry The Specialty Garments operating segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear and cleanroom applications and provides cleanroom cleaning services at limited customer locations. The First Aid operating segment sells first aid cabinet services and other safeff ty supplies as well as maintains wholesale distribution and pill packaging operations. ate segments. A key driver of this business is the number of workers employed by our customers. Our revenues are Approximately 88.5% of our revenues in fiscal 2022 were derived from our U.S. and Canadian Rental and Cleaning and Corpor r directly impacted by fluctuations in these employment levels. Revenues from Specialty Garments, which accounted for a appr usage increases at these times. First Aid represented approximately 3.9% of our total revenues in fiscal 2022. oximately 7.6% of our fiscal 2022 revenues, increase during outages and refueling by nuclear power plants, as garment Critical Accounting Policies and Estimates We believe the following critical accounting policies reflect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements. UsUU e of EsEE timates We prepare our financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. We utilize key estimates in preparing the financial statements, including casualty and environmental estimates, recoverability of goodwill, intangibles, income taxes and long-lived assets. These estimates are based on historical information, current trends, and information availabla e frff om other sources. Our results are affff eff cted by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary t government policies surrounding the containment of COVID-19 and changes in the prices of raw materials, can have a significant effect on operations. These factors and other events could cause actual results to diffeff r from management's estimates. rends, inflff ation, interest and monetary exchange rates, government fiscal policies, rr Revenue Recognition and Allowance for Doubtful Accounts ff We recognize revenue from rental operations and related services in the period in which the services are provided. Direct sale nd revenue is recognized in the period in which the services are performed or when the product is shipped. Our judgment a estimates are used in determining the collectability of accounts receivable and evaluating the adequacy of the allowance for doubtful accounts as well as our sales credits reserve. We consider specififf c accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances as part of our evaluation in assessing the allowance for doubtful accounts. We consider our historical credit experience in assessing the sales credits reserve. Changes in our estimates are reflected in the period they become known. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Material changes in our estimates may result in significant differences in the amount and ti ff recognition for any given period. Our r authorities. evenues do not include taxes we collect from our customers and remit to governmental ming of bad debt expense ff CosCC ts t tt o Obtain a ContCC ract ff ssions are deemed to be incremental for obtaining We defer commission expenses paid to employee-partners when the commi the route servicing customer contract. The deferred commissions are amortized on a straight-line basis over the expected period of benefit, which is generally the estimated life of the customer relationship. We review the deferred commission balances for impairment on an ongoing basis. Defeff rred commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense. The current portion is included in prepaid expenses and other current assets and the non-current portion is included in other assets on our consolidated balance sheets. As of August 27, 2022, the current and non-current assets related to defeff rred commissions totaled $15.2 million and $65.1 million, respectively. As of August 28, 2021, the current and non-current assets related to deferred commissions totaled $14.2 million and $60.6 million, respectively. During fiscal 2022 and 2021, we recorded $15.4 million and $14.4 million, respectively, of amortization expense related to deferred commissions. This expense is classified in selling and administrative expenses on our consolidated statements of income. 23 InvII entories and Rental Merchandise in Service a Our inventories are stated at the lower of cost or net realizable value, net of any reserve for excess and obsolete invent Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to our customers or used in our rental operations. Historical inventory us obsolete inventories. If actual product demand and market conditions are less favorable than the amount we projected, additional inventory write-downs may be required. We use the first-in, first-out method to value our inventories, which primarily consist of fiff nished goods. Rental merchandise in service is being amortized on a straight-line basis over the estimated service lives of the merchandise, which range from six to thirty-six months. In establishing estimated lives for merchandise in service, our management considers historical experience and the intended use of the merchandise. Material diffff eff rences may result in the amount and timing of operating profit for any period if we make significant changes to our estimates. age and current revenue trends are considered in estimating both excess and ory. rr Goodwill, Il ntII angibles and Other Long-Lived Assets In accordance with U.S. GAAP, we do not amortize goodwill. Instead, we test goodwill at the reporting unit level for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the faff ir value of a reporting unit is less than its carrying value. Our evaluation considers changes in the operating environment, competitive inforff mation, market trends, operating performance and cash flow modeling. We completed our annual goodwill impairment test as of the first day of the fourth quarter in fiscal 2022 and fiscal 2021 and the last day of the fourth quarter of fiscal 2020. There have been no impairments of goodwill or other intangible assets in fiff scal 2022, 2021 or 2020. ff We cannot predict future econom stock. A decline in our market capitalization and/or deterioration in general economic conditions could negatively and materially impact our assumptions and assessment of the fair value of our business. If general economic conditions or our fiff nancial performance deteriorate, we may be required to record a goodwill impairment charge in the future which could have a material impact on our financial condition and results of operations. ic conditions and their impact on the Company or the future net realizable value of our Property, plant and equipment, and defiff nite-lived intangible assets are depreciated or amortized over their useful lives . Useful lives are based on our estimates of the period that the assets will generate economic benefits. Long-lived assets are evaluated for i ff mpairment whenever events or circumstances indicate an asset may be impaired. There were no material impairments of long-lived assets in fiff scal 2022, 2021 or 2020. ff InsII urance ff We self-ff insure for certain obligations related to healthcare, workers’ compensation, vehicles and general liability programs. ation, vehicles and general liability programs to protect We also purchase stop-loss insurance policies for workers’ compens ourselves frff om catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for events that have occurred but have not been reported. Our estimates consider historical claim experience and other factors. Our liabilities are based on our estimates, and, while we believe that our accruals are adequate, the ultimate liability may be significa coverage exists, we must estimate the portion of the liability that will be covered by existing insurance policies to arrive at our net expected liability. Receivables for insurance recoveries are recorded as assets, on an undiscounted basis. Changes in our claim experience, our ability to settle claims or other estimates and judgments we use could have a material impact on the amount and timing of expense for any given period. ntly diffff eff rent from the amounts recorded. In certain cases where partial insurance a EnvEE ironmental and Other Contingencies We are subject to legal proceedings and claims arising from the conduct of our business operations, including environmental matters, personal injury, customer contract matters and employment claims. U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred, and the amount of the liability can be reasonably estimated. Signififf cant judgment is required to determine the existence of a liabia lity, as well as the amount to be recorded. We regularly consult with our attorneys and outside consultants, in our consideration of the relevant facts and circumstances, beforff e recording a contingent liability. We record accruals for environmental and other contingencies based on enacted laws, regulatory or payments, and the input of our attorneys and outside consultants. ders or decrees, our estimates of costs, insurance proceeds, participation by other parties, the timing of rr The estimated liability for environmental contingencies has been discounted as of August 27, 2022 using risk-free interest rates ranging from 3.0% to 3.4% over periods ranging from ten to thirty years. The estimated current costs, net of legal settlements with insurance carriers, have been adjusted for the estimated impact of inflation at 3.0% per year. Changes in ff 24 rr enacted laws, regulatory or ders or decrees, our estimates of costs, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of our attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for our environmental and other contingent liabilities. Refer to Note 11, “Commitments and Contingencies”, of our Consolidated Financial Statements for additional discussion and analysis. Asset Retirement Obligat i ions Under U.S. GAAP, asset retirement obligations generally apply to legal obligations associated with the retirement of long- lived assets that result from the acquisition, construcr Current accounting guidance requires that we recognize asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. tion, development and/or the normal operation of a long-lived asset. We have recognized as a liability the present value of the estimated future costs to decommission our nuclear laundry faff cilities in accordance with U.S. GAAP. We depreciate, on a straight-line basis, the amount added to property, plant and equipment and recognize accretion expense in connection with the discounted liability over the various remaining lives which range frff om approximately one to twenty-two years. ives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and Our estimated liability has been based on historical experience in decommissioning nuclear laundry facilities, estimated ff useful l feff deral and state regulatory requirements. The estimated current costs have been adjusted for the estimated impact of inflation at 3% per year. The liability has been discounted using credit-adjusted risk-free rates that range from approximately 7.0% to 7.5%. Revisions to the liability could occur due to changes in the estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. Changes due to revisions in our estimates are recognized by adjusting the carrying amount of the liability and the related long-lived asset if the assets are still in service or charged to expense in the period if the assets are no longer in service. Supplemental ExEE ecutive Retirement Plan and other Pension Plans We recognize pension expense on an accrual basis over our employees’ estimated service periods. Pension expense is generally independent of funding decisions or requirements. The calculation of pension expense and the corresponding liability requires us to use a number of critical assumptions, including the expected long-term rates of return on plan assets, the assumed discount rate, the assumed rate of compensation increases and life expectancy of participants. Changes in our assumptions can result in different expense and liability amounts, and future actual expense can differ fr returt n on pension plan assets decreases. Future changes in plan asset returns, assumed discount rates and various other factors related to the participants in our pension plans will impact our future pension expense and liabilities . We cannot predict with certainty what these factors will be in the future. om these assumptions. Pension expense increases as the expected rate of a ff IncII ome TaxTT es ff We compute income tax expense by jurisdiction based on our operations in each jurisdiction. Deferred income taxes are provided for t emporary differences between the amounts recognized for income tax and financial reporting purposes at currently enacted tax rates. Deferred tax assets and liabilities are determined by the differences between the consolidated fiff nancial statement carrying amounts and the tax basis of assets and liabilities. See Note 4, “Income Taxes” of our Consolidated Financial Statements for the types of items that give rise to significant deferred income tax assets and liabilities. Defeff rred income taxes are classified as assets or liabilities based on the classification of the related asset or liability for fiff nancial reporting purposes. We regularly review deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets will be realized. r We are periodically reviewed by U.S. domestic and foreign tax authorities regarding the amount of taxes due. These reviews typically include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, we record estimated reserves. Refer to Note 4, “Income Taxes”, of our Consolidated Financial Statements for further discussion regarding our accounting for income taxes and our uncertain tax positions for financial accounting purposes. 25 Effff eff cts of Inflff ation and Current Economic Conditions In general, we believe that our results of operations are not dependent on moderate changes in the inflation rate. Historically, we have been able to manage the impacts of more significant changes in inflation rates through our customer relationships, customer agreements that generally provide for price increases consistent with the rate of inflation and continued focus on improvements of operational productivity. However, the current inflationary environment has had a negative impact on our margins, including as a result of increased energy costs for our vehicles and our plants, as well as increasing wages in the labor m arkets in which we compete. We expect that inflation will continue to pressure our margins in future periods. In a addition, in response to the concerns over inflff ation risk in the broader U.S. economy, the U.S. Federal Reserve began to raise interest rates in March 2022 for the first time in over three years, and has continued to increase interest rates throughout 2022 and may continue to do so in the future. It is possible that dramatic increases in interest rates may ultimately result in an economic recession. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, geopolitical issues or otherwise are difficult to predict and may have a material adverse impact on our business, results of operation and financial condition. ff Please see Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K for an additional discussion of risks and potential risks of inflation and adverse economic conditions on our business, fiff nancial condition and results of operations. COVID-19 Assessment At times during the global COVID-19 pandemic, our revenues have been significantly adversely impacted as a result of many customers closing their businesses or operating at limited capacities. In addition, at times during the pandemic, we have experienced supply chain disruptions with respect to certain products, including hand sanitizer and masks. Although there continues to be supply chain disruption and increased costs for supplies that is impacting our operating results, including as a result of RusRR sia’s invasion of Ukraine, these adverse impacts and disruptions have declined since the height of the pandemic. As the COVID-19 pandemic has continued, instances of new COVID-19 cases have risen periodically with the outbreak of various COVID-19 variants, and new COVID-19 variants could emerge and spread in the futff ure and have an adverse impact on our business. t We remain focused on the safety and well-being of our team partners and on the service of our customers. We will continue to review and assess the ongoing COVID-19 pandemic and its impacts on our team partners, our customers, our suppliers and our business so that we can seek to address the impacts on our business and service our customers. Please see Item 1A. “Risk Factors” in this Annual Report on Form 10-K for an additional discussion of risks and potential risks of the COVID-19 pandemic on our business, financial condition and results of operations. Results of Operations lowing table presents certain selected fiff nancial data, including the percentage of revenues represented by each item, The folff ff for f iff scal years 2022, 2021 and 2020. (In thousands, except for percentages) Revenues Fiscal 2022 $2,000,822 % of Revenues Fiscal 2021 % of Revenues Fiscal 2020 % of Revenues % Change Fiscal 2022 vs. Fiscal 2021 Fiscal 2021 vs. Fiscal 2020 100.0% $1,826,216 100.0% $1,804,159 100.0% 9.6% 1.2% Costs and expenses: Cost of revenue (1) Selling and administrative expenses (1) Depreciation and amortization Operating income Other (income) expense, net Income before income taxes ff Provision for income t axes Net income 1,306,451 65.3 1,141,275 62.5 1,164,932 451,243 108,777 1,866,471 134,351 26 134,325 30,921 22.6 5.4 93.3 6.7 0.0 6.7 1.5 383,161 105,955 1,630,391 195,825 (1,046) 196,871 45,760 21.0 5.8 89.3 10.7 (0.1) 10.8 2.5 361,801 104,697 1,631,430 172,729 (5,159) 177,888 42,118 64.6 20.1 5.8 90.4 9.6 (0.3) 9.9 2.3 $ 103,404 5.2% $ 151,111 8.3% $ 135,770 7.5% 14.5 17.8 2.7 14.5 (31.4) (102.5) (31.8) (32.4) ) % (31.6 (2.0) 5.9 1.2 (0.1) 13.4 (79.7) 10.7 8.6 11.3% (1) Exclusive of depreciation on our property, plant and equipment and amortization of our intangible assets. 26 Revenues and income (loss) from operations by reporting segment for fiscal 2022, 2021 and 2020 are presented in the folff reporting segments. lowing table. Refer to Note 15, “Segment Reporting”, of our Consolidated Financial Statements for a discussion of our (In thousands) Segment Information Revenues US and Canadian Rental and Cleaning MFG Net intercompany MFG elimination r Corpor ate Subtotal: Core Laundry Operations Specialty Garments First Aid Total consolidated revenues Operating income (loss) US and Canadian Rental and Cleaning MFG Net intercompany MFG elimination r Corpor ate Subtotal: Core Laundry Operations Specialty Garments First Aid Total operating income General Fiscal 2022 Fiscal 2021 Fiscal 2020 $ $ $ $ 1,733,088 281,112 (281,112) 37,414 1,770,502 152,885 77,435 2,000,822 289,018 64,884 236 (243,428) 110,710 23,658 (17) 134,351 $ $ $ $ 1,580,850 264,021 (264,021) 34,710 1,615,560 145,454 65,202 1,826,216 290,774 73,579 (283) (192,353) 171,717 24,801 (693) 195,825 $ $ $ $ 1,552,179 214,683 (214,683) 49,306 1,601,485 133,185 69,489 1,804,159 247,392 64,097 10,012 (171,514) 149,987 17,845 4,897 172,729 We derive our revenues through the design, manufacture, personalization, rental, cleaning, delivering, and selling of a wide range of uniforff ms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks and aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent industrial wiping products, flff oor mats, facility service produ cabia net services and other safety supplies, to a variety of manufacturers, retailers and service companies. cts, other non-garment items, and provide restroom and cleaning supplies and first aid a ff t Cost of revenues include the amortization of rental merchandise in service and merchandise costs related to direct sales as well as labor and other production, service and delivery costs, and distribution costs associated with operating our Core Laundry Orr related to our sales and marketing func non-operating environmental sites and operating locations including information systems, engineering, materials management, manufacturt perations, Specialty Garments facilities, and First Aid locations. Selling and administrative costs include costs tions as well as general and administrative costs associated with our corporate offices, ing planning, finance, budgeting, and human resources. ff ff Our operating results are also directly impacted by the costs of the gasoline used to fuel our vehicles and the natural gas used to operate our plants. Our operating margins have been, and may continue to be, adversely impacted by the recent surge in energy prices. In addition, as described above, the current inflationary environment has had a negative impact on our margins, and we expect that it will continue to pressure our margins in future periods. Our business is subject to various state and federal regulations, including employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, healthcare insurance mandates and other laws and regulations that impact our labor costs. Labor costs have increased recently as a result of increases in state and local minimum wage levels as well as the overall impact of wage pressure as the result of a low unemployment environment. A portion of our sales is derived frff om international markets, including Canada. Revenues denominated in currencies other than the U.S. dollar represented approximately 7.9%, 8.4% and 6.9% of total consolidated revenues for fiscal years 2022, 2021 and 2020, respectively. The operating results of our international subsidiaries are translated into U.S. dollars and such results are affected by movements in foreign currencies relative to the U.S. dollar. In addition, a weaker Canadian dollar increases the costs to our Canadian operations of merchandise and other operational inputs that are sourced from outside 27 Canada, which has the effect of reducing the operating margins of our Canadian business if we are unable to recover these additional costs through price adjustments with our Canadian customers. In fiscal years 2022, 2021 and 2020, foreign currency fluctuations impacted our consolidated revenues negatively by 0.1%, 0.5% and 0.1%, respectively. The were primarily driven by fluctuations in the Canadian dollar. Our operating results in future years could be negatively impacted by any further devaluation, as compared to the U.S. dollar, of the Canadian dollar or any of the currencies of the other countries in which we operate. se impacts ff On October 20, 2021, we announced that we would be raising our quarterly dividend to $0.30 per share for Common Stock and to $0.24 per share for Class B Common Stock. The amount and timing of any future dividend payment is subject to the a appr oval of the Board of Directors each quarter. rr On January 2, 2019, our B frff om time to time up to $100.0 million of its outstanding shares of Common Stock. The share repurchase program was ff funde oard of Directors approved a share repurchase program authorizing the Company to repurchase d with available cash. On October 18, 2021, our Board of Directors authorized a new share repurchase program to repurchase from time to time up to $100.0 million of our outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved on January 2, 2019. Repurchases made under the program, if any, will be made in either the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including economic and market conditions, the Company stock price, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program may be funded using availabla e cash or capacity under our 2021 Credit Agreement (as defined below) and may be suspended or discontinued at any time. During fiff scal 2022, we repurchased 0.2 million shares of Common Stock for an average price per share of $179.98. During fiff scal 2021, we repurchased 0.1 million shares for an average price per share of $184.13. During fiscal 2020, we repurchased 0.1 million shares for an average price per share of $184.67. As of August 27, 2022, we had $63.6 million remaining under our current share repurchase program. In fiff scal 2018, we initiated a multiyear CRM project to further develop, implement and deploy a third-party application we licensed. This new solution is intended to improve functionality, capability and information flff ow as well as increase automation in servicing our customers. As of August 27, 2022, we have capia talized $40.9 million related to our new CRM project. We began deployment of our new CRM project during the second half of fiscal 2021 and anticipate this will continue through fiscal 2023. We are depreciating this system over a 10-year life and recognized $3.2 million and $1.4 million of amortization expense in fiscal 2022 and fiscal 2021, respectively. Over the next few years, we intend to focus on three discrete strategic initiatives that are critical in our efforts t the company in terms of our overall capabilities and competitive positioning. These initiatives are the continued rollout of our new CRM system (discussed above (“ERP”) system with a strong focus on supply chain and procurement automation and technology. We refer to these initiatives together as our “Key Initiatives”. For fiscal 2022, we incurred $19.7 million, $11.7 million and $1.7 million of costs related to our CRM system, UniFirst branding project and ERP system, respectively, for a total of $33.1 million directly attributable to our Key Initiatives. ), investments in the UniFirst brand, and a corporate-wide enterprise resource planning o transform a ff ff Our fiff scal year ends on the last Saturday in August. For financial reporting purposes fiscal 2022, fiscal 2021 and fiscal 2020 all consisted of 52 weeks. Fiscal Year Ended August 27, 2022 Compared with Fiscal Year Ended August 28, 2021 Revenues Fiscal 2022 Fiscal 2021 Dollar Change Percent Change rr rations Core Laundry Ope Specialty Garments First Aid Total consolidated revenues $ 1,770,502 152,885 77,435 $ 2,000,822 (In thousands, except percentages) $ 1,615,560 $ 145,454 65,202 $ 1,826,216 154,942 7,431 12,233 174,606 $ 9.6% 5.1% 18.8% 9.6% Core Laundry Ope organic growth, which adjusts for the estimated effect of acquisitions as well as fluctuations in the Canadian dollar, was rations’ revenues for fiscal 2022 increased compared to the prior fiscal year. Core Laundry Operations’ rr 28 8.9%. This strong organic growth was primarily the result of customer re-openings in fiscal 2021, solid sales performance and improved customer retention in fiscal 2022 as well as efforts to share with our customers the inflationary cost increases that we experienced in our business due to the ongoing inflationary environment. ff ff Specialty Garments revenues for fiscal 2022 increased compared to the prior fiscal year due primarily to growth in our cleanroom operations. Specialty Garments’ results are often affected by seas customers’ power reactor outages as well as its project-based activities. onality and the timing and length of its ff First Aid revenues for f distribution business as well as strong growth in our van business due to our initiative to build out a national geographic ff foot iff scal 2022 increased compared to the prior fiscal year due to higher revenues in our wholesale int for these service capabilities. prt ff CosCC t of revenues (In thousands, except percentages) Cost of revenues % of Revenues Fiscal 2022 $ 1,306,451 Fiscal 2021 $ 1,141,275 65.3% 62.5% Dollar Change Percent Change $ 165,176 14.5% rr rations’ cost of revenues as a percentage of revenues increased in fiscal 2022 as compared to the prior Core Laundry Ope fiff scal year. This increase was due primarily to higher merchandise amortization which continued to normalize from depressed levels during the pandemic, the effff eff ct of the current inflationary environment on our cost of products, supply chain disruption as well as the effect of some large national account investments that are providing additional merchandise amortization headwinds. In addition, we incurred higher energy costs as a percentage of revenues due to a surge in energy costs and elevated labor costs due to a very challenging employment environment. Specialty Garments cost of revenues as a percentage of revenues increased in fiscal 2022 as compared to the prior year due primarily to higher merchandise, labor , and energy costs as a percentage of revenues in fiscal 2022. a Selling and administrative expex nses (In thousands, except percentages) Selling and administrative expenses % of Revenues Fiscal 2022 Fiscal 2021 Dollar Change Percent Change $ 451,243 $ 383,161 $ 68,082 17.8% 22.6% 21.0% Our selling and administrative costs increased as a percentage of revenues in fiff scal 2022 as compared to fiscal 2021 primarily due to costs we incurred related to our CRM, ERP and branding initiatives as well as higher labor costs as a percentage of revenues due to a very challenging employment environment. Depre eciation and amortization (In thousands, except percentages) Depreciation and amortization % of Revenues Fiscal 2022 Fiscal 2021 Dollar Change Percent Change $ 108,777 $ 105,955 $ 2,822 2.7% 5.4% 5.8% Depreciation and amortization expense increased in fiscal 2022 as compared to the prior fiscal year due primarily to continued investment in our infrff astrucr turt e and technology initiatives. IncII ome frff om operations 29 For fiff scal 2022, the changes in revenues in our Core Laundry Operations, Specialty Garments and First Aid segments, as well as the changes in our costs discussed above, resulted in the following changes in our income from operations: Core Laundry Operations Specialty Garments First Aid Total consolidated income from operations Percentage of total revenues ee Other (i(( ncome) ee xpense, net (In thousands, except percentages) Interest income, net Other expense, net Total other (income) expense, net Fiscal 2022 Fiscal 2021 Dollar Change Percent Change (In thousands, except percentages) $ 110,710 $ 171,717 $ (61,007) 23,658 24,801 (1,143) (17) (693) 676 $ 134,351 $ 195,825 $ (61,474) 6.7% 10.7% ) (35.5 % ) (4.6 % ) (97.5 % ) % (31.4 Fiscal 2022 Fiscal 2021 Dollar Change Percent Change $ $ (2,851) $ 2,877 (2,568) $ 1,522 (283) 1,355 26 $ (1,046) $ 1,072 11.0% 89.0% ) % (102.5 The decrease in other (income) expense, net, in fiscal 2022 compared to the prior fiscal year was due primarily to larger forff eign exchange losses in fiscal 2022. Provisii ion for i ff ncome taxes (In thousands, except percentages) Provision for income taxes Effff eff ctive income tax rate Fiscal 2022 Fiscal 2021 Dollar Change Percent Change $ 30,921 $ 45,760 $ (14,839) 23.0% 23.2% ) % (32.4 Our effff eff ctive tax rate for fiscal 2022 remained consistent with fiscal 2021. Fiscal Year Ended August 28, 2021 Compared with Fiscal Year Ended August 29, 2020 Revenues rr Core Laundry Ope Specialty Garments First Aid rations Total consolidated revenues Fiscal 2021 Fiscal 2020 Dollar Change Percent Change $ 1,615,560 145,454 (In thousands, except percentages) $ 1,601,485 $ 133,185 14,075 12,269 65,202 $ 1,826,216 69,489 $ 1,804,159 $ (4,287) 22,057 0.9% 9.2% ) (6.2 % 1.2% The increase in our consolidated revenues in fiscal 2021 compared to the prior fiscal year was primarily driven by the signififf cant adverse impact of the COVID-19 pandemic on our consolidated revenues in fiff scal 2020, including from COVID- 19-related customer closures as well as related wearer reductions at customers that remained open. The impact on the prior fiff scal year was partially offset by a large direct sale of $20.1 million. The Specialty Garments segment’s results are oftff en affeff cted by seasonality and the timing and length of its customers’ power reactor outages as well as its project-based activities. The improvement in revenues in fiscal 2021 compared to the prior fiscal year was due primarily to growth in our cleanroom operations and our European nuclear operations. 30 The decrease in our First Aid revenues in fiscal 2021 compared to the prior fiscal year was due primarily to reduced sales ff frff om the segment’s wholesale distribution business coming off of an exceptionally strong year in fiscal 2020 driven by increased demand for the segment’s safety and personal protective equipment offerings as a result of the COVID-19 pandemic in fiscal 2020, which were partially offset by increased sales in our van business in fiscal 2021. CosCC t of revenues (In thousands, except percentages) Cost of revenues % of Revenues Fiscal 2021 1,141,275 Fiscal 2020 1,164,932 62.5% 64.6% Dollar Change -23,657 Percent Change -2.0% rr rations cost of revenues as a percentage of revenues in fiscal 2021 decreased from the prior fiff scal year. Core Laundry Ope This decrease was due to a decrease in casualty claims expense in fiscal 2021 as well as a number of items affecting our prior fiff scal year, including the impact of the decline in our rental revenues on our cost structure, higher cost of revenues related to the large $20.1 million direct sale in the prior fiscal year and additional costs we incurred responding to the COVID-19 pandemic. These decreases were partially offff set by increased heal fiff scal 2021. thcare claims and incentive-based compensation expense in ff Our Specialty Garments cost of revenues as a percentage of revenues decreased in fiff scal 2021 as compared to the prior fiscal year due primarily to lower merchandise costs as a percentage of revenue. Selling and administrative expex nse (In thousands, except percentages) Selling and administrative expenses % of Revenues Fiscal 2021 Fiscal 2020 Dollar Change Percent Change $ 383,161 $ 361,801 $ 21,360 5.9% 21.0% 20.1% The increase in our selling and administrative expenses as a percentage of revenues in fiscal 2021 compared to the prior fiscal year was due primarily to increases in healthcare claims costs, incentive-based compensation expense and legal and environmental related expenses. Depreciation and amortization (In thousands, except percentages) Depreciation and amortization % of Revenues Fiscal 2021 Fiscal 2020 Dollar Change Percent Change $ 105,955 $ 104,697 $ 1,258 1.2% 5.8% 5.8% Depreciation and amortization expense increased in fiscal 2021 as compared to the prior fiscal year due primarily to continued investment in our infrff astrucr of $1.4 million for our new CRM project that we began to deploy in the third quarter of fiscal 2021. turt e as well as our key technology initiatives. The higher expense includes amortization IncII ome frff om operations For fiff scal 2021, the changes in revenues in our Core Laundry Operations, Specialty Garments and First Aid segments, as well as the changes in our costs discussed above, resulted in the following changes in our income from operations: rr Core Laundry Ope Specialty Garments First Aid rations Total consolidated income frff om operations Percentage of total revenues $ $ 31 Fiscal 2021 171,717 24,801 Fiscal 2020 Dollar Change Percent Change (In thousands, except percentages) 21,730 $ 6,956 149,987 17,845 $ (693) 195,825 $ 10.7% 4,897 172,729 $ (5,590) 23,096 9.6% 14.5% 39.0% ) % (114.2 13.4% Other income, net (In thousands, except percentages) Interest income, net Other expense, net Total other income, net Fiscal 2021 Fiscal 2020 Dollar Change Percent Change $ $ (2,568) $ 1,522 (6,382) $ 1,223 3,814 299 (1,046) $ (5,159) $ 4,113 ) (59.8 % 24.4% ) % (79.7 The decrease in other income, net, during fiscal 2021 as compared to the prior fiscal year was due primarily to lower interest income frff om declining interest rates and lower foreign currency exchange gains. Provisii ion for i ff ncome taxes (In thousands, except percentages) Provision for income taxes Effff eff ctive income tax rate Fiscal 2021 Fiscal 2020 Dollar Change Percent Change $ 45,760 $ 42,118 $ 3,642 8.6% 23.2% 23.7% The decrease in our effective tax rate was primarily due to an increase in excess tax benefits from share-based compensation in fiff scal 2021 compared to fiscal 2020. ff Liquidity and Capital Resources General Cash and cash equivalents totaled $376.4 million as of August 27, 2022, a decrease of $136.5 million from $512.9 million as of August 28, 2021. We generated $122.6 million and $212.3 million in cash from operating activities in the fiscal years ended August 27, 2022 and August 28, 2021, respectively. oximately $38.4 million during fiscal 2022, 0.1 million shares of our Common Stock for an aggregate of approximately Pursuant to our share repurchase program, we repurchased 0.2 million shares of our Common Stock for an aggregate of appr a $11.2 million during fiscal 2021 and 0.1 million shares of our Common Stock for an aggregate $21.7 million during fiscal iated 2020. On July 15, 2022, we repurchased 35,714 shares of Class B Common Stock for $6.0 million in a privately negot transaction at a per share price of $168.00. ff We believe, although there can be no assurance, that our current cash and cash equivalents balances, our cash generated from futff urt e operations and amounts availabla e under our 2021 Credit Agreement (as defined below) will be sufficient to meet our current anticipated working capital and capital expenditure requirements for at least the next 12 months and will help us manage the impacts of inflation and address related liquidity needs. Cash flff ows provided by operating activities have historically been the primary source of our liquidity. We generally use these ost, if not all, of our operations, capital expenditure and acquisition activities as well as dividends on our cash flff ows to fund m Common Stock. We may also use cash flows provided by operating activities, as well as proceeds from loans payable and owth and acquisition opportunities, as well as other cash requirements. long-term debt, to fund gr ff ff (In thousands, except percentages) Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Effff eff ct of exchange rate changes Net (decrease) increase in cash and cash equivalents Fiscal 2022 Fiscal 2021 Percent Change $ $ 122,649 (186,507) (69,438) 212,302 (141,465) (34,255) (3,173) 1,448 $ (136,469) $ 38,030 32 ) (42.2 % 31.8% 102.7% ) % ) % (458.8 (319.1 ity, which included costs incurred to support our Key Initiatives, a decrease in accrued liabilities and increases in NeNN t CasCC h Provided by Operating Activities The net cash provided by operating activities in fiff scal 2022 decreased as compared to fiscal 2021 due primarily to lower profiff tabila accounts receivable, supply inventory, merchandise in service, and prepaid income taxes. The decrease in accrued liabilities was due primarily to the payment of $12.2 million of United States Social Security and Medicare taxes that we deferred under the Coronavirus Air, Relief, and Economic Security Act (the “CARES Act”) in fiscal years 2020 and 2021. The Company expects to pay the remaining $12.1 million of deferred United State Social Security and Medicare taxes by the end of calendar year 2022. The elevated inventories related to the supply chain disruption and the increased merchandise in service are attributable to our balance sheet position continuing to normalize coming out of the COVID-19 pandemic impacted period. The increase in accounts receivabla e was due in part to our revenue growth during the fiscal year. The increase in prepaid income taxes was due primarily to excess payments made for fiscal 2022 income taxes. NeNN t CasCC h UsUU ed in InvII The net increase in cash used in investing activities in fiscal 2022 was due primarily to an increase in acquisition related activity of $35.8 million as compared to fiscal 2021. esting Activities NeNN t CasCC h UsUU ed in FiFF nancing Activities The increase in net cash used in financing activities in fiff scal 2022 was due primarily to incremental cash used for repurchases of Common Stock and Class B Common Stock of $33.2 million and an increase in dividends paid of $2.6 million. Long-term Debt and Borrowing Capac CC itytt On March 26, 2021, we entered into an amended and restated $175.0 million unsecured revolving credit agreement (the “2021 Credit Agreement”) with a syndicate of banks, which matures on March 26, 2026. The 2021 Credit Agreement amended and restated our $250.0 million unsecured revolving credit agreement, which was scheduled to mature on April 11, 2021. Under the 2021 Credit Agreement, we may borrow funds at variable interest rates based on, at our election, the Eurodollar rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. Availability of credit requires compliance with certain financial and other covenants, including a maximum consolidated funded debt ratio and minimum consolidated interest coverage ratio, each as defined in the 2021 Credit Agreement. We test our compliance with these fiff nancial covenants on a fiscal quarterly basis. As of August 27, 2022, the interest rates applicable to our borrowings under the 2021 Credit Agreement would be calculated as LIBOR plus 1.00% at the time of the respective borrowing. As of August 27, 2022, we had no outstanding borrowings and had outstanding letters of credit amounting to $60.8 million, leaving $114.2 million available for borrowing under the 2021 Credit Agreement. As of August 27, 2022, we were in compliance with all covenants under the 2021 Credit Agreement. Derivative Instruments and Hedging Activities In June 2018, we entered into twelve forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the fiff rst amount of CAD denominated revenues invoiced by one of our domestic subsidiaries r of 2019 and continuing through the second fiscal quarter of 2022. In each fiscal quarter, beginning in the third fiscal quarte total, we sold approximately 12.1 million CAD at an average Canadian-dollar exchange rate of 0.7814 over t hese quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP. These forff ward contracts matured on February 25, 2022. a ff In August 2021, we entered into twenty forff ward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forff ecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the fiff rst amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP. ff As of August 27, 2022, we had forward contracts with a notional value of approximately 7.2 million CAD outstanding and recorded the fair value of the contracts of $0.1 million in prepaid expenses and other current assets with a corresponding $0.1 33 million loss in accumulated other comprehensive loss, which was recorded net of tax. During fiscal 2022, we reclassified $0.1 million frff om accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The loss on these forff ward contracts that results in an increase to accumulated other comprehensive loss as of August 27, 2022 is expected to be reclassified to revenues prior to their maturity on February 25, 2022 and August 29, 2026, respectively. EnvEE ironmental and Legal Contingencies We are subject to various federal, state and local laws and regulations governing, among other things, air emissions, wastewater discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must dispose of detergent waste water and other residues, and, in the past, used perchloroethylene and other dry cleaning solvents. We are attentive to the environmental concerns surrounding the disposal of these materials and have, through the years, taken measures to avoid their improper disposal. We have settled, or contributed to the settlement of, past actions or claims brought against us relating to the disposal of hazardous materials at several sites and there can be no assurance that we will not have to expend material amounts to remediate the consequences of any such disposal in the future. ff ity for c U.S. GAAP requires that a liabila ontingencies be recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the amount to be recorded. We regularly consult with attorneys and outside consultants in our consideration of the relevant facts and circumstances before recording a contingent liability. Changes in enacted laws, regulatory orders or decrees, our estimates of costs, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of our attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for our environmental and other contingent liabilities. Under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating from, such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of or was responsible for t he presence of such hazardous or toxic substances. There can be no assurances that acquired or leased locations have ff es or conditions will not result in the been operated in compliance with environmental laws and regulations or that futff ure us imposition of liability upon our Company under such laws or expose our Company to third party actions such as tort suits. We continue to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to certain sites. t We have accrued certain costs related to certain sites, including but not limited to, sites in Woburn and Somerville, Massachusetts, as it has been determined that the costs are probabla e and can be reasonably estimated. We, together with multiple other companies, are party to a consent decree related to our property and the Central Area in Woburn, Massachusetts. The EPA has provided us and other signatories to the consent decree with comments on the design and implementation of groundwater and soil remedies at the Woburn site and investigation of environmental conditions in the Central Area. The consent decree does not address any remediation work that may be required in the Central Area. We, and other signatories, have implemented and proposed to do additional work at the Woburn site but many of the EPA’s comments remain to be resolved. We have accrued costs to perform certain work responsive to the EPA’s comments. Additionally, we have implemented mitigation measures and continue to monitor environmental conditions at a site in Somerville, Massachusetts. We have agreed to undertake additional actions responsive to a notice of audit findings from the Massachusetts Department of Environmental Protection concerning a regulatory submittal that we made in 2009 for a portion of the site. We have received demands from the local transit authority for reimbursement of certain costs associated with its construcr tion of a new municipal transit station in the area of the Somerville site. This station is part of an ongoing extension of the transit system. We have reserved for costs in connection with this matter; however, in light of the uncertainties associated with this matter, these costs and the related reserve may change. We routinely review and evaluate sites that may require remediation and monitoring and determine our estimated costs based on various estimates and assumptions. These estimates are developed using our internal sources or by third-party environmental engineers or other service providers. Internally developed estimates are based on:     Management’s judgment and experience in remediating and monitoring our sites; Inforff mation available from regulatory agencies as to costs of remediation and monitoring; The number, financial resources and relative degree of responsibility of other potentially responsible parties (PRPs) who may be liable for remediation and monitoring of a specific site; and The typical allocation of costs among PRPs. 34 r There is usually a range of reasonable estimates of the costs associated with each site. In accordance with U.S. GAAP, our he best estimate or the low end of a range of estimates if no accruals represent the amount within the range that we believe is t point within the range is a better estimate. When we believe that both the amount of a particular liability and the timing of the payments are reliably determinable, we adjust the cost in current dollars using a rate of 3% for inflation until the time of expected payment and discount the cost to present value using current risk-free interest rates. As of August 27, 2022, the risk- frff ee interest rates we utilized ranged from 3.0% to 3.4%. For environmental liabilities that have been discounted, we include interest accretion, based on the effective interest method, in selling and administrative expenses on the Consolidated Statements of Income. The changes to the amounts of our environmental liabilities for the years ended August 27, 2022 and August 28, 2021 are as follows (in thousands): Year ended Beginning balance Costs incurred for which reserves have been provided Insurance proceeds Interest accretion Changes in discount rates Revisions in estimates Ending balance August 27, 2022 August 28, 2021 $ $ $ $ $ $ $ 32,859 (2,188) 135 596 (3,235) 4,024 32,191 $ $ 30,702 (1,593) 129 448 (1,040) 4,213 32,859 Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of August 27, he next five fiscal years and thereafter, as measured in current dollars, are reflected below (in thousands). ff 2022 for t Fiscal year ended August Estimated costs—current dollars $ Estimated insurance proceeds Net anticipated costs Effff eff ct of inflation Effff eff ct of discounting Balance as of August 27, 2022 $ 2022 12,130 (173) 11,957 $ $ 2023 2024 2025 2026 3,051 (159) 2,892 $ $ 1,741 (173) 1,568 $ $ 1,437 (159) 1,278 $ $ 1,250 (173) 1,077 Thereaftff er 14,947 $ (230) 14,717 $ Total 34,556 (1,067) 33,489 9,388 (10,686) 32,191 $ $ $ Estimated insurance proceeds are primarily received from an annuity received as part of our legal settlement with an insurance company. Annual proceeds of appr remediation and monitoring costs for two sites related to our former operations. Annual proceeds received but not expended in the current year accumulate in this account and may be used in future years for costs related to this site through the year 2027. As of August 27, 2022, the balance in this escrow account, which is held in a trust and is not recorded in our Consolidated Balance Sheet, was approximately $4.8 million. Also included in estimated insurance proceeds are amounts we are entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for estimated costs at one of our sites. oximately $0.3 million are deposited into an escrow account which funds a Our nuclear garment decontamination facilities are licensed by respective state agencies, as delegated authority by the Nuclear Regulatory Commission (the “NRC”) pursuant to the NRC’s Agreement State program and are subject to applicable feff deral and state radioactive material regulations. In addition, our international locations (Canada, the United Kingdom and the European Union) are regulated by equivalent respective jurisdictional authorities. There can be no assurance that such regulation will not lead to material disruptions in our garment decontamination business. From time to time, we are also subject to legal and regulatory proceedings and claims arising from the conduct of our business operations, including personal injury claims, customer contract matters, employment claims and environmental matters as described above a . We are subject to two actions filed by former employees in September 2022 alleging damages under the Fair Labor Standards Act. We believe that we have meritorious defenses to such allegations and intend to defend ourselves vigorously in such matters. While we are unable to ascertain the ultimate outcome of such actions, based on the information currently available, we believe that a loss with respect to such matters is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of such matters, we are unable to reasonably assess an estimate or range of estimates of any potential losses. In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on our subsidiary in Mexico for fiscal 2016 import taxes, value added taxes and custom processing fees of over $17.0 million, plus surcharges, 35 fiff nes and penalties of over $67.7 million for a total assessment of over $84.7 million. We disagree with such tax assessment ty and have filed an administrative appeal before the legal division of the Mexican federal tax authority challenging the validi of the tax assessment. While we are unabla e to ascertain the ultimate outcome of this matter, based on the information currently available, we believe that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, we are unable to reasonably assess an estimate or range of estimates of any potential losses. ff While it is impossible for us to ascertain the ultimate legal and financial liabia lity with respect to contingent liabilities, including lawsuits and environmental contingencies, we believe that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with accounting principles generally accepted in the United States. It is possible, however, that the future financial position and/or results of operations for any particul futff urt e period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control. ar ff Acquisii itions As part of our business, we regularly evaluate opportunities to acquire other garment service companies. In recent years, we have typically paid for acquisitions with cash and may continue to do so in the futff ure. To pay for an acquisition, we may us e cash on hand, cash generated frff om operations or borrowings under our 2021 Credit Agreement, or we may pursue other forff ms of debt fiff nancing. Our ability to secure short-term and long-term debt financing in the future will depend on several faff ctors, including our future profitability, our levels of debt and equity, and the overall credit and equity market environments. t ContCC ractual Obligations and Other ComCC mercial ComCC mitmtt entstt The folff lowing information is presented as of August 27, 2022 (in thousands). Contractual Obligations Retirement plan benefit payments Asset retirement obligations Operating leases Forward contracts Purchase Commitments* Total contractual cash obligations Total 31,399 14,887 53,493 5,596 56,470 161,845 $ $ $ $ Payments Due by Fiscal Period Less than 1 year 1 – 3 years 3 – 5 years More than 5 years 2,092 — 14,318 1,399 39,740 57,549 $ $ 3,612 3,798 21,321 2,448 8,477 39,656 $ $ 3,956 11,089 12,722 1,749 3,952 33,468 $ $ 21,739 — 5,132 — 4,301 31,172 *Includes non-cancellable purchase commitments for inventories, software, and services. ff We have uncertain tax positions that are reserved totaling $9.3 million as of August 27, 2022 that are excluded from the able as we cannot make a reasonably reliable estimate of the period of cash settlement with the respective taxing a above t authority. We have accrued $32.2 million in costs related to certain environmental obligations we have to address under terms of consent orders negotiated with the applicable environmental authorities or otherwise. Refer to “Environmental and Legal Contingencies”, above for additional discussion on our environmental obligations. a As discussed above unde r “Long-Term Debt and Borrowing Capacity”, as of August 27, 2022, we had borrowing capacity of $175.0 million under our 2021 Credit Agreement, of which approximately $114.2 million was available for borrowing. Also, as of such date, we had no outstanding borrowings and letters of credit outstanding of $60.8 million. All letters of credit expire in less than one year. 36 a r “Derivative Instruments and Hedging Activities”, as of August 27, 2022, we had forward contracts As discussed above unde with a notional value of approximately 7.2 million CAD outstanding and recorded the fair value of the contracts of $0.1 million in prepaid expenses and other current assets with a corresponding $0.1 million gain in accumulated other comprehensive loss, which was recorded net of tax. During fiscal 2022, we reclassified $0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The loss on these forward contracts that results in an increase to accumulated other comprehensive loss as of August 27, 2022 is expected to be reclassified to revenues prior to their maturity on August 29, 2026. Energy Costs Signififf cant increases in energy costs, specifically with respect to natural gas and gasoline, can materially affect our operating costs. During fiff scal 2022, our energy costs, which include fuel, natural gas, and electricity, represented approximately 4.7% of our total revenue. Recent Accounting Pronouncements See Note 1, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in this Annual Report on Form 10-K for mff ore inforff mation on recently implemented and issued accounting standards 37 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ForFF eign Ci urCC rency Exchange Risk c ities are recorded as a component of shareholders’ equity. Revenues and expenses are translated at the average exchange ions in the value of the U.S. dollar as compared to currencies in foreign countries. Revenues de We have determined that all of our foreign subsidiaries operate primarily in local currencies that represent the functional currencies of such subsidiaries. All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date. The effects of exchange rate fluctuations on the translation of assets and liabila rates in effect during each month of the fiscal year. As such, our financial condition and operating results are affeff cted by flff uctuat t currencies other than the U.S. dollar represented approximately 7.9%, 8.4% and 6.9% of our total consolidated revenues for fiff scal 2022, 2021 and 2020, respectively. Total assets denominated in currencies other than the U.S. dollar represented appr oximately 6.8% and 7.0% of our total consolidated assets at August 27, 2022 and August 28, 2021, respectively. If a exchange rates had increased or decreased by 10% from the actual rates in effect during the fiscal year ended August 27, 2022, our revenues and assets for the year ended and as of August 27, 2022 would have increased or decreased by a appr oximately $0.5 million and $16.4 million, respectively. nominated in ff ff ff In June 2018, we entered into twelve forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the third fiscal quarte r of 2019 and continuing through the second fiscal quarter of 2022. In total, we sold approximately 12.1 million CAD at an average Canadian-dollar exchange rate of 0.7814 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP. These forff ward contracts matured on February 25, 2022. ff In August 2021, we entered into twenty forff ward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP. ff As of August 27, 2022, we had forward contracts with a notional value of approximately 7.2 million CAD outstanding and recorded the fair value of the contracts of $0.1 million in prepaid expenses and other current assets with a corresponding $0.1 million loss in accumulated other comprehensive loss, which was recorded net of tax. During fiscal 2022, we reclassified $0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The loss on these forward contracts that results in an increase to accumulated other comprehensive loss as of August 27, 2022 is expected to be reclassified to revenues prior to their maturity on August 29, 2026. Other than the forward contracts discussed above, we do not operate a hedging program to mitigate the effect of a significant change in the value of the functional currencies of our foreign subsidiaries, which include the Canadian dollar, euro, British pound, Mexican peso and Nicaraguan cordoba, as compared to the U.S. dollar. Any losses or gains resulting from unhedged forff eign currency transactions, including exchange rate flff uctuations on intercompany accounts are reported as transaction losses (gains) in our other expense, net. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During the fiff scal year ended August 27, 2022, transaction gains included in other expense, net, was $2.2 million. If exchange rates had changed by 10% during fiscal 2022, we would have recognized exchange gains or losses of approximately $0.4 million. ff Please see Item 1A. “Risk Factors” in this Annual Report on Form 10-K for an additional discussion of risks and potential risks of the COVID-19 pandemic on our business, financial performance and the market price of our Common St ock. ff 38 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Statements of Income UniFirst Corporation and Subsidiaries Year ended (In thousands, except per share data) Revenues Operating expenses: Cost of revenues (1) Selling and administrative expenses (1) Depreciation and amortization Total operating expenses Operating income Other (income) expense: Interest income, net Other expense, net Total other (income) expense, net Income beforff e income taxes Provision for income taxes Net income Income per share—Basic: Common Stock Class B Common Stock Income per share—Diluted: Common Stock Income allocated to—Basic: Common Stock Class B Common Stock Income allocated to—Diluted: Common Stock Weighted average number of shares outstanding—Basic: Common Stock Class B Common Stock Weighted average number of shares outstanding—Diluted: Common Stock August 27, 2022 2,000,822 $ August 28, 2021 1,826,216 $ August 29, 2020 1,804,159 $ 1,306,451 451,243 108,777 1,866,471 1,141,275 383,161 105,955 1,630,391 1,164,932 361,801 104,697 1,631,430 134,351 195,825 172,729 $ $ $ $ $ $ $ (2,851) 2,877 26 134,325 30,921 (2,568) 1,522 (1,046) 196,871 45,760 (6,382) 1,223 (5,159) 177,888 42,118 103,404 $ 151,111 $ 135,770 $ $ $ $ $ $ 5.71 4.57 5.46 86,844 16,560 103,404 15,203 3,621 $ $ $ $ $ $ 8.32 6.66 7.94 126,848 24,263 151,111 15,237 3,643 7.46 5.97 7.13 114,017 21,753 135,770 15,276 3,643 18,933 19,038 19,042 (1) Exclusive of depreciation on the Company’s property, plant and equipment and amortization of its intangible assets. The accompanying notes are an integral part of these Consolidated Financial Statements. 39 Consolidated Statements of Comprehensive Income UniFirst Corporation and Subsidiaries Year ended (In thousands) Net income Other comprehensive (loss) income: Foreign currency translation adjustments Pension benefit liabilities, net of income taxes Change in fair value of derivatives, net of income taxes Derivative fiff nancial instruments reclassififf ed to earnings Other comprehensive income Comprehensive income August 27, 2022 August 28, 2021 August 29, 2020 $ 103,404 $ 151,111 $ 135,770 (7,002) 7,518 98 (68) 546 4,208 2,960 (68) 34 7,134 2,631 (787) 25 (151) 1,718 $ 103,950 $ 158,245 $ 137,488 The accompanying notes are an integral part of these Consolidated Financial Statements. 40 Consolidated Balance Sheets UniFirst Corporation and Subsidiaries (In thousands, except share and par value data) Assets Current assets: Cash and cash equivalents Receivabla es, less reserves of $15,605 and $11,122, respectively Inventories Rental merchandise in service Prepaid taxes Prepaid expenses and other current assets Total current assets Property, plant and equipment, net Goodwill Customer contracts, net Other intangible assets, net Defeff rred income taxes Operating lease right-of-ff use assets, net Other assets Total assets Liabilities and shareholders’ equity Current liabia lities: Accounts payablea Accruer d liabilities Accruer d taxes Operating lease liabilities, current Total current liabilities Accruer d liabilities Accruer d and deferred income taxes Operating lease liabilities Total liabia lities Commitments and contingencies (Note 11) Shareholders’ equity: Prefeff rred Stock, $1.00 par value; 2,000,000 shares authorized; no shares issued and outstanding Common Stock, $0.10 par value; 30,000,000 shares authorized; 15,075,425 and 15,235,601 shares issued and outstanding in 2022 and 2021, respectively Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 3,590,295 and 3,643,009 shares issued and outstanding in 2022 and 2021, respectively Capia tal surplrr us Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Total liabia lities and shareholders’ equity August 27, 2022 August 28, 2021 $ $ $ 376,399 249,198 151,459 219,392 25,523 41,921 1,063,892 665,119 457,259 49,053 35,920 498 50,050 106,181 2,427,972 82,131 146,808 1,204 13,602 243,745 123,979 106,307 38,070 512,101 — 1,508 359 93,131 1,845,163 (24,290) 1,915,871 2,427,972 $ 512,868 208,331 143,591 181,531 16,580 40,891 1,103,792 617,719 429,538 49,129 35,509 580 42,115 102,683 2,381,065 81,356 159,578 743 12,993 254,670 134,085 89,177 30,181 508,113 — 1,524 364 89,257 1,806,643 (24,836) 1,872,952 2,381,065 $ $ $ $ The accompanying notes are an integral part of these Consolidated Financial Statements. 41 Consolidated Statements of Shareholders’ Equity UniFirst Corporation and Subsidiaries ff (In thousands) Balance, August 31, 2019 Net income Pension benefit l a iabiliti Change in fair value of derivatives Foreign currency translation Dividends declared Share-based compensation, net (2) Share-based awards exercised, es, net (1) net (1) ff Repurchase of Common Stock Balance, August 29, 2020 Net income Pension benefit l a iabiliti Change in fair value of derivatives Foreign currency translation Dividends declared Share-based compensation, net (2) Share-based awards exercised, es, net (1) net (1) ff es, net (1) Repurchase of Common Stock Balance, August 28, 2021 Net income Pension benefit l a iabiliti Change in fair value of derivatives Foreign currency translation Dividends declared Shares converted Share-based compensation, net (2) Share-based awards exercised, net (1) Repurchase of Common Stock Balance, August 27, 2022 Common Shares 15,333 — — — — — — 36 (118) 15,251 — — — — — — 46 (61) 15,236 — — — — — 17 — 36 (214) 15,075 Class B Common Shares 3,643 — — — — — — — — 3,643 — — — — — — — — 3,643 — — — — — (17) — $ $ $ Common Stock $ 1,533 — — — — — — 3 (11) $ 1,525 — — — — — — 4 (5) $ 1,524 — — — — — 1 — — (36) 3,590 4 (21) $ 1,508 $ Class B Common Stock 364 — — — — — — — — 364 — — — — — — — — 364 — — — — — (1) — — (4) 359 Capital Surplus $ 84,946 — — — — — 2,268 70 (639) $ 86,645 — — — — — 2,943 — (331) $ 89,257 — — — — — — 5,035 Retained Earnings $1,588,075 135,770 — — — (18,185) — — (21,095) $1,684,565 151,111 — — — (18,147) — — (10,886) $1,806,643 103,404 — — — (21,658) — — $ Total Equity Accumulated Other Comprehensive Loss (33,688) $1,641,230 135,770 (787) (126) 2,631 (18,185) 2,268 — (787) (126) 2,631 — — $ $ — — 73 (21,745) (31,970) $1,741,129 151,111 2,960 (34) 4,208 (18,147) 2,943 — 2,960 (34) 4,208 — — — — 4 (11,222) (24,836) $1,872,952 103,404 7,518 30 (7,002) (21,658) — 5,035 — 7,518 30 (7,002) — — — — (1,161) $ 93,131 — (43,226) $1,845,163 $ — 4 (44,412) (24,290) $1,915,871 (1) (2) These amounts are shown net of the effect of income taxes. These amounts are shown net of any shares withheld by the Company to satisfy cff connection with the vesting of certain restricted stock units. ertain tax withholdings obligations in The accompanying notes are an integral part of these Consolidated Financial Statements. 42 Consolidated Statements of Cash Flows UniFirst Corporation and Subsidiaries Year ended (In thousands) Cash flff ows frff om operating activities: Net income Adjustments to reconcile net income to cash provided by operating activities: August 27, 2022 August 28, 2021 August 29, 2020 $ 103,404 $ 151,111 $ 135,770 Depreciation and amortization Amortization of deferred financing costs Share-based compensation Accretion on environmental contingencies Accretion on asset retirement obligations Other Defeff rred income taxes Changes in assets and liabilities, net of acquisitions: Receivabla es, less reserves Inventories Rental merchandise in service Prepaid expenses and other current assets and Other assets Accounts payable Accruerr d liabilities Prepaid and accrued income taxes Net cash provided by operating activities Cash flff ows frff om investing activities: Acquisition of businesses, net of cash acquired Capia tal expenditures, including capitalization of software costs Proceeds frff om sale of assets Net cash used in investing activities t ff Cash flff ows frff om financing activities: Payment of deferred financing costs Proceeds frff om exercise of share-based awards Taxes withheld and paid related to net share settlement of equity awards Repurchase of Common Stock Payment of cash dividends Net cash used in financing activities Effff eff ct of exchange rate changes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental disclosure of cash flow information: Capia tal expenditures in accounts payable Interest paid Income taxes paid, net of refunds received t $ $ $ $ 108,777 164 9,103 596 970 (1,157) 20,008 (40,626) (8,148) (36,597) 9,250 (927) (31,517) (10,651) 122,649 (44,203) (144,319) 2,015 (186,507) — (167) (4,068) (44,412) (20,791) (69,438) (3,173) (136,469) 512,868 376,399 8,737 838 24,559 $ $ $ $ 105,955 147 7,011 448 985 391 300 (16,685) (37,213) (26,323) 5,015 15,136 16,446 (10,422) 212,302 (8,443) (133,639) 617 (141,465) (822) 4 (4,068) (11,222) (18,147) (34,255) 1,448 38,030 474,838 512,868 6,705 685 56,393 $ $ $ $ 104,697 112 5,999 537 929 2,524 (12,152) 14,589 (5,066) 32,262 840 (10,702) 19,866 (3,521) 286,684 (41,221) (116,717) 322 (157,616) — 73 (3,731) (21,745) (15,700) (41,103) 1,532 89,497 385,341 474,838 6,637 637 58,402 The accompanying notes are an integral part of these Consolidated Financial Statements. 43 Notes to Consolidated Financial Statements UniFirst Corporation and Subsidiaries 1. Summary of Signififf cant Accounting Policies Business Descripti ion r UniFirst Corpor ation (the “Company”) is one of the largest providers of workplace uniforms and protective clothing in the United States. The Company designs, manufactures, personalizes, rents, cleans, delivers, and sells a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab ca oats, smocks, aprons and specialized protective wear, such as flff ame resistant and high visibility garments. The Company also rents and sells industrial wiping products, floor mats, faff cility service products and other non-garment items, and provides restroom and cleaning supplies and first aid cabinet services and other safety supplies as well as provide certain safety training, to a variety of manufacturers, retailers and service companies. ff The Company serves businesses of all sizes in numerous industry categories. Typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, manufacturers, maintenance facilities, restaurants and food-related businesses, business service companies, soft and durable goods wholesalers, transportation companies, energy producing operations, healthcare providers and others who require employee clothing on the job for image, identification, protection or utility purposes. The Company also provides its c r supplies, including air fresheners, paper products, gloves, masks, hand soaps and sanitizers. ustomers with restroom and cleaning At certain specialized facilities, the Company decontaminates and cleans work clothes and other items that may have been exposed to radioactive materials and services special cleanroom protective wear. Typical customers for these specialized services include government agencies, research and development laboratories, high technology companies and utility providers operating nuclear reactors. As discussed and described in Note 15, “Segment Reporting”, to these Consolidated Financial Statements, the Company has fiff ve reporting segments: U.S. and Canadian Rental and Cleaning, Manufaff cturing (“MFG”), Specialty Garments Rental and r Cleaning (“Specialty Garments”), First Aid and Corporate. The operations of the U.S. and Canadian R reporting segment are referred to by the Company as its “industrial laundry operations” and the locations related to this reporting segment are referred to as “industrial laundries”. The Company refers to its U.S. and Canadian Rental and ate segments combined as its “Core Laundry Operations”. Cleaning, MFG, and Corpor ental and Cleaning r The COVID-19 pandemic had a significant adverse impact on the Company’s revenues in the second half of fiscal 2020 and the fiff rst half of fiff scal 2021. In these consolidated financial statements and related disclosures, the Company has assessed the current impact of COVID-19 on its consolidated financial condition, results of operations, and cash flows, as well as the Company’s estimates and accounting policies. The Company has made additional disclosures of these assessments, as necessary.rr Principlei s of Consolidation CC The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly- owned. Intercompany balances and transactions are eliminated in consolidation. ii Basis of P resentation The Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. There have been no material changes in the accounting policies followed by the Company during the current fiscal year other than the adoption of recent accounting pronouncements as discussed in greater detail in the Recent Accounting Pronouncements sub-section of this Note. UsUU e of EsEE timates ff The preparation of these Consolidated Financial Statements is in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) which requires management to make estimates and assumptions that affect the reported amounts in the financial s tatements and accompanying notes. The Company utilizes key estimates in preparing the financial statements including casualty and environmental estimates, recoverability of goodwill, intangibles, income taxes and long- lived assets. These estimates are based on historical information, cur sources. The Company’s results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflff ation, interest and monetary exchange rates, government fiscal policies, government policies surrounding the containment of COVID-19 and changes in the prices of raw materials, can have a signififf cant effect on operations. These factors and other events could cause actual results to differ from management's estimates. rent trends, and information available from other ff 44 FiFF sii cal Year The Company’s fiscal year ends on the last Saturday in August. For fiff nancial reporting purposes, fiscal years ended August 27, 2022 (“fiff scal 2022”), August 28, 2021 (“fiscal 2021”) and August 29, 2020 (“fiscal 2020”) all consisted of 52 weeks. CasCC h and CasCC h Equivalents Cash and cash equivalents include cash in banks and money market securities. As of each of August 27, 2022 and August 28, 2021, the Company had no short-term investments. Accounts receivable Accounts receivable represents amounts due frff om customers and is presented net of reserves for expected credit losses. The Company utilizes its judgment and estimates are used in determining the collectability of accounts receivable and evaluating the adequacy of the reserve for expected credit losses. The Company considers specififf c accounts receivable and historical credit loss experience, customer credit worthiness, current economic trends and the age of outstanding balances as part of its evaluation. When an account is considered uncollectible, it is written off against the reserve for expected credit losses. In response to the economic disruption created by the COVID-19 pandemic and the resulting impact on our customer base, the Company perforff med an additional evaluation of amounts due from customers in fiscal 2020 that were deemed to be higher collection risk. This evaluation resulted in a reserve for expected credit losses in excess of historical rates. The judgment appl a supportabla e based on the data available as of the consolidated balance sheet date. ied to increase the reserve for expected credit losses beyond our historical policy was deemed to be reasonable and FiFF nancial InsII truments The Company’s financial instruments, which may expose the Company to concentrations of credit risk, include cash and cash equivalents, receivables, accounts payable and foreign exchange forward contracts. Each of these financial instrume recorded at cost, which approximates its fair value given the short maturity of each financial instrument. nts is ff Revenue Recognition a he Company’s revenues are derived from fees for route servicing of Core Laundry In fiff scal 2022, approximately 88.5% of t Operations, Specialty Garments and First Aid services performed by the Company’s employees at the customer’s location of business. Revenues frff om the Company’s route servicing customer contracts represent a single-performance obligation. The Company recognizes these revenues over time as services are performed based on the nature of services provided and contractual rates (input method). Certain of the Company’s customer contracts, primarily within the Company’s Core Laundry Orr perations, include pricing terms and conditions that include components of variable consideration. The variable consideration is typically in the form of consideration due to a customer based on performance metrics specified within the contract. Specifically, some contracts contain discounts or rebates that the customer can earn through the achievement of specififf ed volume levels. Each component of variable consideration is earned based on the Company’s actual performance during the measurement period specified within the contract. To determine the transaction price, the Company estimates the variable consideration using the most likely amount met perforff mance results during the relevant measurement period. When determining if variable consideration should be constrained, the Company considers whether faff ctors outside its control could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal. The Company’s perforff mance period generally corresponds with the monthly invoice period. No significant constraints on the Company’s revenue recognition were applied during fiscal 2022. The Company reassesses these estimates during each reporting period. The Company maintains a liability for these discounts and rebates within accrued liabilities on the consolidated balance ustomer at the beginning of a contract. The Company sheets. Variable consideration also includes consideration paid to a c capia talizes this consideration and amortizes it over the life of the contract as a reduction to revenue in accordance with the accounting guidance for revenue recognition. These assets are included in other assets on the consolidated balance sheets. hod, based on the specific contract provisions and known a a 45 The folff lowing table presents the Company’s revenues for fiscal 2022, 2021, and 2020 disaggregated by service type: rr (In thousands, except percentages) Core Laundry Operat Specialty Garments First Aid Total Revenues ions Revenues $1,770,502 152,885 77,435 $2,000,822 August 27, 2022 Years ended August 28, 2021 % of Revenues Revenues % of Revenues August 29, 2020 Revenues % of Revenues 88.5% $1,615,560 145,454 7.6% 65,202 3.9% 100.0% $1,826,216 88.5% $1,601,485 133,185 8.0% 69,489 3.5% 100.0% $1,804,159 88.8% 7.4% 3.9% 100.0% During fiff scal 2022, 2021 and 2020 the percentage of revenues recognized over time as the services are performed was 88.4%, 95.8% and 94.7% of Core Laundry Operations revenues, respectively, and 83.8%, 81.8% and 79.2% of Specialty Garments revenues, respectively. During fiscal 2022, 2021 and 2020, 11.6%, 4.2% and 5.3% of Core Laundry Operations revenues, respectively, 16.2%, 18.2% and 20.8% of Specialty Garments revenues, respectively, and 100% of First Aid revenues were recognized at a point in time, which generally occurs when the goods are transferred to the customer. CosCC ts t tt o Obtain a ContCC ract The Company defers commission expenses paid to its employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. The defeff rred commissions are amortized on a straight-line basis over the expected period of benefit. The Company reviews the deferred commission balances for impairment on an ongoing basis. Defeff rred commissions are classified as current or noncurrent based on the timing of when the Company expects to recognize the expense. The current portion is included in prepaid expenses and other current assets and the non- current portion is included in other assets on the Company’s consolidated balance sheets. As of August 27, 2022, the current and non-current assets related to deferred commissions totaled $15.2 million and $65.1 million, respectively. As of August 28, 2021, the current and non-current assets related to deferred commissions totaled $14.2 million and $60.6 million, respectively. During fiscal 2022 and 2021, we recorded $15.4 million and $14.4 million, respectively, of amortization expense related to deferred commissions. This amortization expense is classified in selling and administrative expenses on the consolidated statements of income. InvII entories and Rental Merchandise in Service Inventories are stated at the lower of cost or net realizable value, net of any reserve for excess and obsolete inventory. Work- in-process and fiff nished goods inventories consist of materials, labor and manufacturing overhead. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers or used in rental operations. Historical inventory us actual product demand a write-downs may be required. The Company uses the first-in, first-out (“FIFO”) method to value its inventories. age and current revenue trends are considered in estimating both excess and obsolete inventories. If nd market conditions are less favorable than those projected by management, additional inventory a rr t The components of inventory as of August 27, 2022 and August 28, 2021 were as folff lows (in thousands): Raw materials Work in process Finished goods Total inventoryrr August 27, 2022 August 28, 2021 $ $ 25,932 2,876 122,651 151,459 $ $ 24,846 4,703 114,042 143,591 Rental merchandise in service is amortized, primarily on a straight-line basis, over the estimated service lives of the merchandise, which range from six to thirty-six months. The amortization expense is included in the cost of revenues on the Company’s Consolidated Statements of Income. In establishing estimated lives for merchandise in service, management considers historical experience and the intended use of the merchandise. Material differences may result in the amount and timing of operating profit for a ny period if management makes significant changes to these estimates. ff Propertytt , pl yy ant and equipmi ent Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are expensed as incurred, while expenditures for renewals and betterments are capitalized. ff 46 The components of property, plant and equipment as of August 27, 2022 and August 28, 2021 were as follows (in thousands): Land, buildings and leasehold equipment Machinery and equipment Motor vehicles Less: accumulated depreciation Total property, plant and equipment August 27, 2022 August 28, 2021 663,089 622,168 308,242 1,593,499 928,380 665,119 $ $ 618,910 595,081 285,543 1,499,534 881,815 617,719 $ $ The Company provides for depreciation on the straight-line method based on the date the asset is placed in service using the folff lowing estimated useful lives: Buildings (in years) Building components (in years) Leasehold improvements Machinery and equipment (in years) Motor vehicles (in years) rr 30 — 40 10 — 20 Shorter of useful life or term of lease 3 — 10 3 — 5 Long-lived assets, including property, plant and equipment, are evaluated for impairment whenever events or circumstances indicate an asset may be impaired. There were no material impairments of long-lived assets in fiff scal 2022, 2021 and 2020. Goodwill and Other IntII angible Assets In accordance with U.S. GAAP, the Company does not amortize goodwill. Instead, the Company tests goodwill for impairment on an annual basis. Management completed its annual goodwill impairment test on the last day of the fourth quarter of each fiscal year prior to fiscal 2020. In fiscal 2020, the Company changed its annual goodwill impairment test date to the firff st day of the fourth quarter to better align with its internal business processes. In addition, U.S. GAAP requires that companies test goodwill if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit to which goodwill is assigned below its carrying amount. The Company used the qualitative assessment option ff for i than not exceeded their carrying values and that there was no evidence of impairment as of May 29, 2022. ill in fiff scal 2022 and determined that the fair values of the reporting units more likely ts impairment testing for goodw ff The Company cannot predict future economic conditions and their impact on the Company or the future net realizable value of the Company’s stock. A decline in the Company’s market capitalization and/or deterioration in general economic conditions could negatively and materially impact the Company’s assumptions and assessment of the fair value of the Company’s business. If general economic conditions or the Company’s financial performance deteriorate, the Company may be required to record a goodwill impairment charge in the future which could have a material impact on the Company’s fiff nancial condition and results of operations. Definite-lived intangible assets are amortized over their estimated useful lives, which are based on management’s estimates of the period that the assets will generate economic benefits. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with U.S. GAAP. There were no impairments of goodwill or indicators of impairment for definite-lived intangible assets in fiff scal 2022, 2021 or 2020. As of August 27, 2022, definite-lived intangible assets have a weighted average useful life of approximately 13.5 years. Customer contracts have a weighted average useful life of approximately 13.8 years and other intangible assets, net, which consist of primarily, restrictive covenants, software and trademarks, have a weighted average useful life of approximately 6.1 years. 47 EnvEE ironmental and Other Contingencies rr ustomer contract matters and employment claims. Accounting principles generally The Company is subject to legal proceedings and claims arising from the conduct of its business operations, including environmental matters, personal injury, c accepted in the United States require that a liability for contingencies be recorded when it is probable that a liability has occurred and the amount of the liability can be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the amount to be recorded. The Company regularly consults with attorneys and outside consultants in its consideration of the relevant facts and circumstances before recording a contingent liability. The Company records accruals for environmental and other contingencies based on enacted laws, regulatory orders or decrees, the Company’s estimates of costs, insurance proceeds, participation by other parties, the timing of payments, and the input of outside consultants and attorneys. The estimated liability for environmental contingencies has been discounted as of August 27, 2022 using risk-free interest rates ranging from 3.0% to 3.4% over periods ranging from ten to thirty years. The estimated current costs, net of legal settlements with insurance carriers, have been adjusted for the estimated impact of inflation at 3% per year. Changes in ders or decrees, management’s estimates of costs, risk-free interest rates, insurance proceeds, enacted laws, regulatory or participation by other parties, the timing of payments, the input of the Company’s attorneys and outside consultants or other faff ctual circumstanc t liabila discussion and analysis. es could have a material impact on the amounts recorded for environmental and other contingent ”, of these Consolidated Financial Statements for additional ities. Refer to Note 11, “Commitments and Contingencies rr ff ff Asset Retirement Obligat i ions Under U.S. GAAP, asset retirement obligations generally apply to legal obligations associated with the retirement of long- lived assets that result from the acquisition, construcr Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. tion, development and/or the normal operation of a long-lived asset. The The Company has recognized as a liabia lity the present value of the estimated future costs to decommission its nuclear laundry faff cilities. The Company depreciates, on a straight-line basis, the amount added to property, plant and equipment and recognizes accretion expense in connection with the discounted liability over the various remaining lives which range from a appr oximately one to twenty-two years. ives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and The estimated liability has been based on historical experience in decommissioning nuclear laundry facilities, estimated useful l ff feff deral and state regulatory requirements. The estimated current costs have been adjusted for the estimated impact of inflation at 3% per year. The liability has been discounted using credit-adjusted risk-free rates that range from approximately 7.00% to 7.50%. Revisions to the liability could occur due to changes in the Company’s estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. Changes due to revised estimates are recognized by adjusting the carryirr ng amount of the liability and the related long-lived asset if the assets are still in service, or charged to expense in the period if the assets are no longer in service. InsII urance The Company is self-insured for certain obligations related to health, workers’ compensation, vehicles and general liability programs. The Company also purchases stop-loss insurance policies for health, workers’ compensation, vehicles and general liability programs to protect itself from catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for events that have occurred, but have not been reported. The Company’s estimates consider historical claims experience and other factors. In certain cases where partial insurance coverage exists, the Company estimates the portion of the liabila ity that will be covered by existing insurance policies to arrive at its net expected liability. Receivables for insurance recoveries are recorded as assets, on an undiscounted basis. The Company’s liabilities are based on estimates, and, while the Company believes that its accruals are adequate, the ultimate liability may be significantly different frff om the amounts recorded. Changes in claims experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period. 48 Supplemental ExEE ecutive Retirement Plan and other Pension Plans Pension expense is recognized on an accruarr independent of funding decisions or requirements. l basis over employees’ estimated service periods. Pension expense is generally The Company (1) recognizes in its statement of financial position the over-funded or under-funde benefiff t postretirement plans measured as the difference between the fair value of plan assets and the benefit obligation, (2) recognizes as a component of other comprehensive (loss) income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period but are not recognized as components of net periodic benefit cost, (3) measures defined benefit plan assets and defined benefit plan ob a and (4) discloses additional information in the notes to financial statements about c in the upcoming fiscal year that arise from delayed recognition of the actuat rial gains and losses and the prior service costs and credits. Refer to Note 7, “Employee Benefiff t Plans”, of these Consolidated Financial Statements for further discussion regarding the Company’s pension plans. ligations as of the date of its statement of financial position, ertain effects on net periodic benefit cost d status of its defined ff ff The calculation of pension expense and the corresponding liability requires the use of a number of critical assumptions, including the expected long-term rates of return on plan assets, the assumed discount rates, assumed rate of compensation increases and life expectancy of participants. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these a returt n on pension plan assets decreases. Future changes in plan asset returns, assumed discount rates and various other factors related to the participants in the Company’s pension plans will impact the Company’s future pension expense and liabilities. The Company cannot predict with certainty what these factors will be in the future. ff ssumptions. Pension expense increases as the expected rate of ff NN Nonqual ifii ed Deferred Compensation Plan ff d, nonqualified deferred compensation plan that allows eligible participants to The Company adopted the UniFirst Corporation Deferred Compensation Plan (the “NQDC Plan”) effective on February 1, 2022. The NQDC Plan is an unfunde voluntarily defeff r receipt of their salary and annual cash bonuses up to approved limits. In its discretion, the Company may credit one or more additional contributions to participant accounts. NQDC Plan participants who are not accruir ng benefits under the Supplemental Executive Retirement Plan are eligible to have discretionary annual employer contributions credited to their NQDC Plan accounts. All participants are also eligible to have employer supplemental contributions and employer discretionary contributions credited to their NQDC Plan accounts. The amounts of such contributions may differ from year to year and from participant to participant. Refer to Note 7, “Employee Benefiff t Plans”, of these Consolidated Financial ff Statements for f urther discussion regarding the Company’s NQDC Plan. ff IncII ome TaxTT es The Company computes income tax expense by jurisdiction based on its operations in each jurisdiction. Deferred income taxes are provided for temporary diffff eff rences between the amounts recognized for income tax and financial reporting purposes at currently enacted tax rates. Deferred tax assets and liabilities are determined by the differences between the consolidated fiff nancial statement carrying amounts and the tax basis of assets and liabilities. See Note 4, “Income Taxes” in these Consolidated Financial Statements for the types of items that give rise to significant deferred income tax assets and liabilities. Defeff rred income taxes are classified as assets or liabilities based on the classification of the related asset or liability for fiff nancial reporting purposes. The Company regularly reviews deferred tax assets for recoverabia lity based upon projected futff urt e taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets will be realized. The Company is periodically reviewed by U.S. domestic and foreign tax authorities regarding the amount of taxes due. These reviews typically include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves. Refeff r to Note 4, “Income Taxes”, of these Consolidated Financial Statements for further discussion regarding the Company’s accounting for income taxes and its uncertain tax positions for financial accounting purposes. ff Advertising CostsCC Advertising costs are expensed as incurred and are classified as selling and administrative expenses. The Company incurred advertising costs of $14.7 million, $3.5 million and $3.8 million, for fiscal 2022, 2021 and 2020, respectively. 49 Share-Based ComCC pem nsation Compensation expense for all stock options, stock appreciation rights, unrestricted stock and restricted stock units (collectively, “Share-Based Awards”) is recognized ratably over the related vesting period, net of actual forfeitures. Certain Share-Based Awards in the forff m of stock appreciation rights and shares of unrestricted stock were granted during fiscal 2022, 2021 and 2020 to non-employee Directors of the Company, which were fully vested upon grant and, with respect to stock a appr Awards in fiff scal 2022, 2021 and 2020 was recognized on the date of grant. eciation rights, expire eight years after the grant date. Accordingly, compensation expense related to these Share-Based For perforff mance-based restricted stock unit awards with revenue and earnings per share performance criteria, we evaluate the probabia lity of meeting the performance criteria at each balance sheet date and, if probable, related compensation cost is amortized over the performance period on a straight-line basis because such awards vest only at the end of the measurement period. Changes to the probability assessment and the estimate of shares expected to vest will result in adjustments to the related share-based compensation expense that will be recorded in the period of the change. If the performance targets are not achieved, no compensation cost is recognized and any previously recognized compensation cost is reversed. U.S. GAAP requires that share-based compensation cost be measured at the grant date based on the fair value of the award and be recognized as expense over the requisite service period, which is generally the vesting period. Determining the fair value of Share-Based Awards in the forff m of stock appreciation rights at the grant date requires judgment, including estimating expected dividends and share price volatility. The fair value of each Share-Based Award in the form of stock a appr eciation rights is estimated on the date of grant using the Black-Scholes option pricing model. The Company recognizes compensation expense for restricted stock and restricted stock unit grants over the related vesting period. The fair value for each restricted stock, unrestricted stock and restricted stock unit grant is determined by using the closing price of the Company’s stock on the date of the grant. Refer to Note 12, “Share-Based Compensation”, of these Consolidated Financial Statements for further discussion regarding the Company’s share-based compensation plans. IncII ome Per Share The Company calculates income per share by allocating income to its unvested participating securities as part of its income per share calculations. The Class B Common Stock may be converted at any time on a one-for-one basis into C holder of the Class B Common Stock. Diluted income per share for the Company’s Common Stock assumes the conversion of all of the Company’s Class B Common Stock into Common Stock, full vesting of outstanding restricted stock, and the exercise of Share-Based Awards under the Company’s stock incentive plans. ommon Stock at the option of the ff lowing table sets forth the computation of basic income per share using the two-class method for amounts attributable The folff to the Company’s shares of Common Stock and Class B Common Stock (in thousands, except per share data): Year ended Net income available to shareholders Allocation of net income for Basic: Common Stock Class B Common Stock Weighted average number of shares for Basic: Common Stock Class B Common Stock Income per share for Basic: Common Stock Class B Common Stock August 27, 2022 August 28, 2021 August 29, 2020 $ $ $ $ $ $ $ $ 103,404 86,844 16,560 103,404 15,203 3,621 18,824 $ $ $ 151,111 126,848 24,263 151,111 15,237 3,643 18,880 5.71 4.57 $ $ 8.32 6.66 $ $ 135,770 114,017 21,753 135,770 15,276 3,643 18,919 7.46 5.97 The Company is required to calculate the diluted income per share for Common Stock using the more dilutive of the folff lowing two methods:  The treasury stock method; or 50  The two-class method assuming a participating security is not exercised or converted. For fiff scal 2022, 2021 and 2020, the Company’s diluted income per share assumes the conversion of all Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares. The following table sets forth the computation of diluted income per share of Common Stock for the years ended August 27, 2022, August 28, 2021 and August 29, 2020 (in thousands, except per share data): As reported—Basic Add: effff eff ct of dilutive potential common shares Share-Based Awards Class B Common Stock Diluted Income Per Share— Common Stock Year Ended August 27, 2022 Year Ended August 28, 2021 Year Ended August 29, 2020 Earnings to Common shareholders $ 86,844 Common Shares 15,203 Income Per Share 5.71 $ Earnings to Common shareholders $ 126,848 Common Shares 15,237 Income Per Share 8.32 $ Earnings to Common shareholders $ 114,017 Common Shares 15,276 Income Per Share 7.46 $ — 16,560 109 3,621 — 24,263 158 3,643 — 21,753 123 3,643 $ 103,404 18,933 $ 5.46 $ 151,111 19,038 $ 7.94 $ 135,770 19,042 $ 7.13 Share-Based Awards that would result in the issuance of 34,416, 6,005 and 8,094 shares, respectively, of Common Stock were excluded from the calculation of diluted earnings per share for fiscal 2022, 2021 and 2020 because they were anti- dilutive. ForFF eign Ci urCC rency Translation The functional currency of our foreign operations is the local country’s currency. Transaction gains and losses, including gains and losses on our intercompany transactions, are included in other expense, net in the accompanying Consolidated Statements of Income. Assets and liabilities of operations outside the United States are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiff scal year. The effects of foreign currency translation adjustments are included in shareholders’ equity as a component of accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets. Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued updated guidance to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This guidance was effective for a ff early adoption permitted. Accordingly, the standard was effective f ff adoption of this guidance on August 29, 2021 did not have a material impact on its financial statements or related disclosures. nnual reporting periods ending aftff er December 15, 2020, and was required to be applied on a retrospective basis with ompany on August 29, 2021. The Company’s or the C ff In December 2019, the FASB issued updated guidance to simplify accounting for income taxes by removing certain exceptions and improving the consistent application of and simplifying U.S. GAAP in other areas of this topic. This guidance was effff eff ctive for annual reporting periods, and any interim periods within those annual periods, that began after December 15, 2020, with early adoption permitted. The Company’s adoption of this guidance on August 29, 2021 did not have a material impact on its fiff nancial statements. In October 2021, the FASB issued updated guidance to improve the accounting for acquired revenue contracts with customers in a business combination. This guidance will be effective for annual reporting periods, and any interim periods within those annual periods, that begin aftff er December 15, 2023 and will be required to be applied on a prospective basis with early adoption permitted. Accordingly, the standard will be effective for the Company on September 1, 2024. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures. ff ff In November 2021, the FASB issued updated guidance to increase the transparency of government assistance, including the disclosure of the types of assistance, an entity’s accounting for the assistance and the effeff ct of the assistance on an entity’s fiff nancial statements. This guidance will be effective for annual reporting periods that begin after December 15, 2021 and will be required to be applied on a prospective basis with early adoption permitted. Accordingly, the standard will be effective for the Company on August 28, 2022. The Company does not expect this standard to have a material impact on its financial statements. 2. Acquisitions During fiff scal 2022, the Company completed thirteen business acquisitions with an aggregate purchase price of approximately $44.8 million. The allocations of the purchase prices with respect to certain assets acquired during fiscal 2022 are complete. 51 The results of operations of these acquisitions have been included in the Company’s consolidated financial results since their respective acquisition dates. These acquisitions were not significant in relation to the Company’s consolidated financial results and, therefore, pro forma financial information has not been presented. In September 2019, the Company completed an acquisition for approximately $38.8 million. The all-cash transaction was strucrr industrial uniforff m rental and industrial direct sales assets. turt ed as an asset acquisition, with the Company acquiring substantially all of the acquired company’s industrial laundry, Aggregate information relating to the acquisition of businesses which were accounted for as purchases is as follows (in thousands, except number of businesses acquired): Year ended Number of businesses acquired Tangible assets acquired Goodwill Customer contracts Other intangible assets Liabila ities assumed Acquisition of businesses August 27, 2022 August 28, 2021 August 29, 2020 13 5,542 27,964 10,450 807 — 44,763 $ $ $ $ 8 812 4,533 3,219 179 — 8,743 $ $ 8 6,370 23,544 12,697 594 (1,872) 41,333 Tangible assets acquired primarily relate to accounts receivable, inventory, prepaid expenses and property, plant and equipment. Liabilities assumed primarily relate to leases, accounts payable and accrued liabilities. The amount assigned to intangible assets acquired was based on their respective fair values determined as of the acquisition date. The excess of the purchase price over the tangible and intangible assets was recorded as goodwill. In fiff scal 2022, 2021 and 2020, the goodwill was primarily allocated to the U.S. and Canadian Rental and Cleaning segment and is deductible for tax purpos es. r 3. Fair Value Measurements U.S. GAAP establishes a framework for measuring fair value and establishes disclosure requirements about fair value measurements. Fair value is defined as the price t price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We considered non-performance risk when determining fair value of our derivative fiff nancial instruments. hat would be received to sell an asset or paid to transfer a liability (an exit ff The fair value hierarchy prescribed under U.S. GAAP contains three levels as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. imilar assets and liabilities Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for s in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observa ble market data. a ff Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certai signififf cant unobservable inputs. n pricing models, discounted cash flow methodologies and similar techniques that use a 52 All fiff nancial assets or liabilities that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the faff ir value hierarchy based on the inputs used to determine the fair value at the measurement date. The assets or liabia lities measured at fair value on a recurring basis are summarized in the tables below (in thousands): Assets: Cash equivalents Pension plan assets Non-qualified deferred compensation plan assets Foreign currency forward contracts Total assets at faff ir value Assets: Cash equivalents Pension plan assets Foreign currency forward contracts Total assets at faff ir value Level 1 Level 2 Level 3 Fair Value As of August 27, 2022 197,121 — — — 197,121 $ $ — $ 3,291 1,263 83 4,637 $ — $ — — — — $ 197,121 3,291 1,263 83 201,758 Level 1 Level 2 Level 3 Fair Value As of August 28, 2021 197,081 — — 197,081 $ $ — $ 3,795 41 3,836 $ — $ — — — $ 197,081 3,795 41 200,917 $ $ $ $ The Company’s cash equivalents listed above r value hierarchy because they are valued using quoted market prices. The Company does not adjust the quoted market price ff for s epresent money market securities and are classififf ed within Level 1 of the fair uch fiff nancial instruments. a The Company’s pension plan assets listed above represent guaranteed deposit accounts that are maintained and operated by Prude ntial Retirement Insurance and Annuity Company (“PRIAC”). All assets are merged with the general assets of PRIAC rr and are invested predominantly in privately placed securities and mortgages. At the beginning of each calendar year, PRIAC notififf es the Company of the annual rates of interest which will be applied to the amounts held in the guaranteed deposit account during the next calendar year. In determining the interest rate to be applied, PRIAC considers the investment perforff mance of the underlying assets of the prior year; however, regardless of the investment performance the Company is contractually guaranteed a minimum rate of return. As such, the Company’s pension plan assets are included within Level 2 of the faff ir value hierarchy. The Company’s foreign currency forward contracts represent contracts the Company has entered into to exchange Canadian dollars for Uff .S. dollars at fixed exchange rates in order to manage its exposure related to certain forecasted Canadian dollar denominated sales of one of its subsidiaries. These contracts are included in prepaid expenses and other current assets and other long-term assets as of August 27, 2022 and August 28, 2021. The fair value of the forward contracts is based on similar exchange traded derivatives and are, therefore, included within Level 2 of the fair value hierarchy. 4. Income Taxes The provision / (benefit) for income taxes consists of the following (in thousands): Fiscal year Current: Federal Foreign State Total current Defeff rred: Federal Foreign State Total defeff rred Total 2022 2021 2020 $ $ $ $ $ 7,655 1,839 3,701 13,195 13,883 180 3,663 17,726 30,921 $ $ $ $ $ 35,267 1,714 9,873 46,854 $ $ (1,421) $ 848 (521) (1,094) $ $ 45,760 40,084 1,589 12,865 54,538 (8,522) (599) (3,299) (12,420) 42,118 53 lowing table reconciles the provision for income taxes using the statutory federal income tax rate to the actual The folff provision for i ff ncome taxes: Fiscal year Income taxes at the statutory federal income tax rate State income taxes Adjustments to Tax Reserve Other Total 2022 2021 2020 21.0% 4.7 (2.1) (0.6) 23.0% 21.0% 4.2 (0.3) (1.7) 23.2% 21.0% 4.4 (0.9) (0.8) 23.7% The components of deferred income taxes included on the consolidated balance sheets are as follows (in thousands): Defeff rred Tax Assets Payroll and benefiff t related Insurance related Environmental Accruer d expenses Operating lease liabilities Other Total defeff rred tax assets Defeff rred Tax Liabilities Payroll and benefiff t related Tax in excess of book depreciation Purchased intangible assets Rental merchandise in service Operating lease right-of-ff use assets Other Total defeff rred tax liabilities Net defeff rred tax liability August 27, 2022 August 28, 2021 14,923 15,035 8,212 8,170 11,471 9,841 67,652 20,588 40,016 39,747 55,287 11,111 232 166,981 99,329 $ $ $ $ 21,893 14,042 8,408 10,134 9,214 8,127 71,818 19,474 40,725 36,183 45,432 8,984 157 150,955 79,137 $ $ $ $ The Company regularly reviews deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded defeff rred tax assets will be realized. EfE fff ecff tive tax rate The Company’s effective tax rate for the fiscal year ended August 27, 2022 was 23.0% as compared to 23.2% for the corresponding period in the prior year. The decrease in the effective tax rate was primarily due to the tax benefit related to the release of existing tax reserves in fiscal 2022 compared to fiscal 2021. i ForFF eign t ax effect As of August 27, 2022, unremitted foreign earnings, have been retained by the Company’s foreign subsidiaries for indefinite reinvestment. If the Company were to repatriate those earnings, in the form of dividends or otherwise, the Company could be subject to immaterial withholding taxes payable to the various foreign countries. UncUU ertain tax positions As of August 27, 2022 and August 28, 2021, there was $6.4 million and $9.3 million, respectively, of unrecognized tax benefiff ts, of which $5.7 million and $8.7 million, respectively, would favorably impact the Company’s effective tax rate, if recognized. The Company recognized interest and penalties related to uncertain tax positions as a component of income tax expense which is consistent with the recognition of these items in prior reporting periods. As of August 27, 2022 and August 28, 2021, the Company had accrued a total of a nominal amount and $0.1 million, respectively, in interest and penalties, in its long-term accruer d liabia lities. For the years ended August 27, 2022, August 28, 2021 and August 29, 2020 the Company recognized a nominal expense in its Consolidated Statement of Income related to interest and penalties. 54 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): ff ff ax positions of prior years ax positions of prior years Balance at August 29, 2020 Additions based on tax positions related to the current year Additions for t Reduction for t Statute e xpirations t Balance at August 28, 2021 Additions based on tax positions related to the current year Additions for t Reduction for t Statute e xpirations t Balance at August 27, 2022 ax positions of prior years ax positions of prior years ff ff $ $ 6,330 637 3,552 (287) (911) 9,321 489 107 (3,013) (487) 6,417 The Company has a significant portion of its operations in the United States and Canada. It is required to file federal income tax returns as well as state income tax returns in a majority of the U.S. states and also in a number of Canadian provinces. At times, the Company is subject to audits in these jurisdictions, which typically are complex and can require several years to resolve. The final resolution of any such tax audits could result in either a reduction in the Company’s accruals or an increase in its income tax provision, both of which could have a material impact on the consolidated results of operations in any given period. All U.S. and Canadian feff deral income tax statutes have lapsed for filings up to and including fiscal years 2017 and 2014, respectively. With a few exceptions, the Company is no longer subject to state and local income tax examinations for periods s not aware of any tax positions for which it is reasonably possible that the total amounts prior to fiscal 2018. The Company i of unrecognized tax benefits will change signififf cantly in the next 12 months. ff 5. Loans Payable and Long-term Debt As of August 27, 2022 and August 28, 2021, the Company had no outstanding loans payable. d debt ratio. Availability of credit requires compliance with certain financial and other covenants, including a maximum On March 26, 2021, the Company entered into an amended and restated $175.0 million unsecured revolving credit agreement (the “2021 Credit Agreement”) with a syndicate of banks, which matures on March 26, 2026. The 2021 Credit Agreement amended and restated the $250.0 million unsecured revolving credit agreement, which was scheduled to mature on April 11, 2021. Under the 2021 Credit Agreement, the Company may borrow funds at variable interest rates based on, at the Company’s election, the Eurodollar rate or a base rate, plus in each case a spread based on the Company’s consolidated funde ff consolidated funded debt ratio and minimum consolidated interest coverage ratio, each as defined in the 2021 Credit Agreement. The Company tests its compliance with these fiff nancial covenants on a fiscal quarterly basis. As of August 27, 2022, the interest rates applicabla e to the Company’s borrowings under the 2021 Credit Agreement would be calculated as LIBOR plus 1.00% at the time of the respective borrowing. As of August 27, 2022, the Company had no outstanding borrowings and had outstanding letters of credit amounting to $60.8 million, leaving $114.2 million available for borrowing under the 2021 Credit Agreement. As of August 27, 2022, the Company was in compliance with all covenants under the 2021 Credit Agreement. 6. Derivative Instruments and Hedging Activities The Company uses derivative financial instruments to mitigate its exposure to fluctuations in foreign currencies on certain forff ecasted transactions denominated in foreign currencies. U.S. GAAP requires that all of the Company’s derivative instruments be recorded on the balance sheet at fair value. All subsequent changes in a derivative’s fair value are recognized in income, unless specific hedge accounting criteria are met. Derivative instruments that qualify for hedge accounting are classified as a hedge of the variability of cash flows to be received or paid related to a recognized asset, liability or forecasted transaction. Changes in the fair value of a derivative that is highly effective and designated as a cash flow hedge are recognized in accumulated other comprehensive (loss) income until the hedged item or forecasted transaction is recognized in earnings. The Company performs an assessment at the inception of the hedge and on a quarterly basis thereafter, to determine whether its derivatives are highly effective in 55 offff sff etting changes in the value of the hedged items. Any changes in the fair value resulting from hedge ineffectiveness are immediately recognized as income or expense. In June 2018, the Company entered into twelve forward contracts to exchange CAD for U.S. dollars at fixe d exchange rates in order to manage its exposure related to certain forecasted CAD denominated sales of one of its subsidiaries. The hedged transactions are specified as the fiff rst amount of CAD denominated revenues invoiced by one of the Company’s domestic subsidiaries each fiscal quarter, beginning in the third fiscal quarter of 2019 and continuing through the second fiscal quarter of 2022. In total, the Company sold approximately 12.1 million CAD at an average Canadian-dollar exchange rate of 0.7814 over these quarterly periods. The Company concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP. These forward contracts matured on Februar ry 25, 2022. ff In August 2021, the Company entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage its exposure related to certain forecasted CAD denominated sales of one of its subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of the Company’s domestic subsidiaries each fiscal quarter, begi nning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, the Company will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. The Company concluded that the forward contracts met the criteria to qualify aff cash flff ow hedge under U.S. GAAP. s a ff As of August 27, 2022, the Company had forward contracts with a notional value of approximately 7.2 million CAD outstanding and recorded the fair value of the contracts of $0.1 million in prepaid expenses and other current assets with a corresponding loss of $0.1 million in accumulated other comprehensive loss, which was recorded net of tax. For the fiscal year ended August 27, 2022, the Company reclassified $0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The loss on these forward contracts that results in an increase to accumulated other comprehensive loss as of August 27, 2022 is expected to be reclassified to revenues prior to their maturity on August 29, 2026. 7. Employee Benefit Plans ff Defe iff ned ContCC ribution Retirement Savings Plan The Company has a defined contribution retirement savings plan with a 401(k) feature for all eligible U.S. and Canadian employees not under collective bargaining agreements. The Company matches a portion of the employee’s contribution and may make an additional contribution at its discretion. Contributions charged to expense under the plan for fiscal 2022, 2021 and 2020 were $18.2 million, $19.9 million and $16.6 million, respectively. ff Pension Plans and Supplemental Executive Retirement Plans The Company accounts for its pension plans and Supplemental Executive Retirement Plan on an accrual basis over employees’ estimated service periods. The Company maintains an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain eligible employees of the Company. The benefits are based on the employee’s compensation upon retirement. The amount charged to expense related to this plan amounted to appr respectively. oximately $1.5 million, $2.9 million and $2.6 million for fiscal 2022, 2021 and 2020, a 56 The Company maintains a non-contributory defined benefiff t pension plan (“UniFirst Plan”) covering employees at one of its locations. The benefits are based on years of service. The UniFirst Plan assets are invested in a Guaranteed Deposit Account (“GDA”) that is maintained and operated by Prudential Retirement Insurance and Annuity Company (“PRIAC”). All assets are merged with the general assets of PRIAC and are invested predominantly in privately placed securities and mortgages. At the beginning of each calendar year, PRIAC notifies the Company of the annual rates of interest which will be applied to the IAC considers the amounts held in the GDA during the next calendar year. In determining the interest rate to be applied, PR investment performance of the underlying assets of the prior year; however, regardless of the investment performance the annual interest rate applied per the contract must be a minimum of 3.25%. The amount charged to expense related to this plan amounted to approximately $0.1 million for fiscal 2022 and $0.2 million for fiscal 2021 and 2020, respectively. a ff In connection with one of the Company’s acquisitions, the Company assumed liabilities related to a frozen pension plan covering many of the acquired Company’s former employees (“Textilease Plan”). The Textilease Plan was terminated in fiff scal 2020. The pension benefits were based on years of service and the employee’s compensation. The Textilease Plan assets were held in a separate GDA with PRIAC; however the minimum interest rate per the Textilease Plan contract was 1.5%. The amount charged to expense related to this plan amounted to approximately $0.5 million for fiscal 2020. There was no expense incurred related to this plan in either fiscal 2022 or 2021. The Company refers to its UniFirst Plan and Textilease Plan collectively as its “Pension Plans”. The components of net periodic benefit cost related to the Company’s Pension Plans and SERP for fiscal 2022, 2021 and 2020 were as folff lows (in thousands): ff Service cost Interest cost Expected return on assets Amortization of prior service cost Amortization of net loss Other events Net periodic benefit cost 2022 Pension Plans 2021 2020 2022 $ $ 72 104 (118) 21 20 (10) 89 $ $ 71 104 (131) 55 36 49 184 $ $ 113 131 (138) 66 12 — 184 $ $ 919 928 — — 516 (855) 1,508 $ $ SERP 2021 1,100 943 — — 821 — 2,864 2020 918 1,027 — — 703 — 2,648 $ $ The Company’s obligations and funded status related to its Pension Plans and SERP as of August 27, 2022 and August 28, 2021 were as folff lows (in thousands): Change in benefiff t obligation: Projected benefiff t obligation, beginning of year Service cost Interest cost Actuat Benefiff ts paid Settlements/Curtailments Projected benefiff t obligation, end of year rial (gain) loss l return on plan assets Change in plan assets: Fair value of plan assets, beginning of year Actuat Employer contributions Benefiff ts paid Settlements/Curtailments Fair value of plan assets, end of year Funded status (net amount recognized): Pension Plans SERP 2022 2021 2022 2021 5,035 72 104 (861) (23) (490) 3,837 $ $ $ 3,796 17 — (23) (490) 3,300 $ (537) $ 5,468 71 104 (225) (28) (355) 5,035 $ $ 36,644 919 928 (8,871) (1,203) (855) 27,562 $ $ $ 4,146 33 — (28) (355) 3,796 $ (1,239) $ — $ — — — — — $ (27,562) $ 38,616 1,100 943 (2,890) (1,125) — 36,644 — — — — — — (36,644) $ $ $ $ $ 57 As of August 27, 2022 and August 28, 2021, the accumulated benefit obligations for the Company’s Pension Plans were $3.8 million and $5.0 million, respectively. As of August 27, 2022 and August 28, 2021, the accumulated benefit obligations for the Company’s SERP were $24.6 million and $30.6 million, respectively. The amounts recorded on the Consolidated Balance Sheet for the Company’s Pension Plans and SERP as of August 27, 2022 and August 28, 2021 were as folff lows (in thousands): Defeff rred tax assets (liabia lities) Accruerr d liabia lities Accumulated other comprehensive loss Pension Plans SERP 2022 2021 2022 2021 $ $ $ 184 537 40 $ $ $ $ 213 $ 1,240 (1,044) $ 27,562 (10) $ $ (720) $ 2,218 36,644 (6,449) As of August 27, 2022 and August 28, 2021, the amounts recognized in accumulated other comprehensive loss for the Company’s Pension Plans and SERP were as follows ( in thousands): ff Net actuarial gain (loss) Unrecognized prior service cost Accumulated other comprehensive loss Pension Plans SERP 2022 2021 2022 2021 $ $ (75) $ 115 40 $ (1,180) $ 136 (1,044) $ (720) $ — (720) $ (6,449) — (6,449) The weighted average assumptions used in calculating the Company’s projected benefit obligation as of August 27, 2022 and August 28, 2021, were as folff lows: Discount rate Rate of compensation increase Pension Plans SERP 2022 2021 2022 2021 4.3% N/A 2.3% N/A 4.4% 5.0% 2.6% 5.0% The weighted average assumptions used in calculating the Company’s net periodic service cost for the years ended August 27, 2022, August 28, 2021 and August 29, 2020, were as follows: Discount rate Expected returt n on plan assets Rate of compensation increase 2022 Pension Plans 2021 2.3% 3.5% N/A 2.0% 3.5% N/A 2020 2022 2.7% 3.5% N/A 2.6% N/A 5.0% SERP 2021 2.5% N/A 5.0% 2020 2.9% N/A 5.0% The benefit payments, which reflff ect expected future service, that are expected to be paid for the five fiff scal years subsequent to August 27, 2022 and thereafter are as follows (in thousands): 2023 2024 2025 2026 2027 Thereaftff er Total benefiff t payments NN Nonqual ifii ed Deferred Compensation Plan Pension Plans SERP 740 189 297 314 139 2,158 3,837 $ $ 1,352 1,535 1,591 1,723 1,780 19,581 27,562 $ $ ff The Company adopted the UniFirst Corporation Defeff rred Compensation Plan (the “NQDC Plan”) effective on February 1, 2022. The NQDC Plan is an unfunde voluntarily defeff r receipt of their salary and annual cash bonuses up to approved limits. In its discretion, the Company may credit one or more additional contributions to participant accounts. NQDC Plan participants who are not accruir ng benefits under the Supplemental Executive Retirement Plan are eligible to have discretionary annual employer contributions credited to their NQDC Plan accounts. All participants are also eligible to have employer supplemental contributions and employer discretionary contributions credited to their NQDC Plan accounts. The amounts of such contributions may differ from year to d, nonqualified deferred compensation plan that allows eligible participants to 58 year and from participant to participant. During the fiscal year ended August 27, 2022, the NQDC Plan had aggregate contributions of $1.3 million credited to participant accounts. The amount charged to expense was nominal for the year ended August 27, 2022. The Company, at its discretion, may also elect to transfeff r funds to a trust account with the intention to fund the futff urt e liability. Total NQDC Plan assets were $1.3 million as of August 27, 2022 and are included within other long-term assets on the balance sheet. 8. Goodwill and Other Intangible Assets As discussed in Note 2, “Acquisitions”, when the Company acquires a business the amount assigned to the tangible assets and liabia lities and intangible assets acquired is based on their respective fair values determined as of the acquisition date. The excess of the purchase price over the tangible assets and liabilities and intangible assets is recorded as goodwill. The lowing details the changes in the Company’s intangible assets and goodwill related to the Company’s acquisitions for the folff years ended August 27, 2022 and August 28, 2021 as well as the respective periods over which the assets will be amortized (in thousands, except weighted average life in years). These amounts include additiona l payments associated with prior year acquisitions: ff Year ended Goodwill Customer contracts Other intangible assets Total intangible assets and goodwill acquired August 27, 2022 $ $ 27,964 10,450 807 39,221 Weighted Average Lifeff in Years August 28, 2021 Weighted Average Lifeff in Years N/A $ 13.8 6.1 $ 4,533 3,219 179 7,931 N/A 10.0 5.0 The Company does not amortize goodwill, but it is reviewed annually or more frequently if certain indicators arise, for impairment. There were no impairment losses related to goodwill or intangible assets during the years ended August 27, 2022, August 28, 2021 and August 29, 2020. The changes in the carrying amount of goodwill are as follows (in thousands): Balance as of August 29, 2020 Goodwill recorded during the period Other Balance as of August 28, 2021 Goodwill recorded during the period Other Balance as of August 27, 2022 $ $ $ 424,844 4,533 161 429,538 27,964 (243) 457,259 As of August 27, 2022, the Company has allocated $445.9 million, $10.8 million and $0.6 million of goodwill to its U.S. and Canadian Rental and Cleaning, Specialty Garments and First Aid segments, respectively. Intangible assets, net in the Company’s accompanying Consolidated Balance Sheets are as follows (in thousands): August 27, 2022 Customer contracts Softff ware Other intangible assets August 28, 2021 Customer contracts Softff ware Other intangible assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount $ $ $ $ 247,721 75,528 37,520 360,769 237,384 74,475 36,866 348,725 $ $ $ $ 198,668 41,637 35,491 275,796 188,255 40,763 35,069 264,087 $ $ $ $ 49,053 33,891 2,029 84,973 49,129 33,712 1,797 84,638 59 Estimated amortization expense for the five fiscal years subsequent to August 27, 2022 and thereafter, based on intangible assets, net as of August 27, 2022 is as folff lows (in thousands): 2022 2023 2024 2025 2026 Thereafter Total estimated amortization expense 9. Accrued Liabilities $ $ 13,404 11,840 9,400 9,385 8,133 32,811 84,973 Accrued liabilities in the accompanying Consolidated Balance Sheet consists of the following (in thousands): Current liabia lities: Payroll and benefiff t related Bonuses Insurance related Environmental related Other Total current liabilities Long-term liabia lities: Benefiff t related Environmental related Asset retirement obligations Insurance related Total long-term liabilities Total accruer d liabilities August 27, 2022 August 28, 2021 $ $ $ $ 48,415 15,476 32,410 12,254 38,253 146,808 26,779 19,937 15,274 61,989 123,979 270,787 $ $ $ $ $ 61,997 17,693 34,314 12,279 33,295 159,578 36,521 20,580 14,887 62,097 134,085 293,663 10. Asset Retirement Obligations Asset retirement obligations generally result frff om legal obligations associated with the retirement of long-lived assets that result frff om the acquisition, construcr tion, development and/or the normal operation of a long-lived asset. Accordingly, the Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company continues to depreciate, on a straight-line basis, the amount added to property, plant and equipment and recognizes accretion expense in connection with the discounted liability over the various remaining lives which range from a appr oximately one to twenty-two years. The Company recognized as a liability the present value of the estimated future costs to decommission its nuclear laundry faff cilities. The estimated liability is based on historical experience in decommissioning nuclear laundry facilities, estimated useful l ives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and ff feff deral and state regulatory requirements. The estimated current costs have been adjusted for the estimated impact of inflation at 3% per year. The liability has been discounted using credit-adjusted risk-free rates that range from approximately 7.00% to 7.50% over appr estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. Changes due to revised estimates are recognized by adjusting the carrying amount of the liability and the related long-lived asset if the assets are still in service, or charged to expense in the period if the assets are no longer in service. oximately one to twenty-two years. Revisions to the liability could occur due to changes in the Company’s a 60 A rollforff ward of the Company’s asset retirement liability is as follows for fiscal 2022 and 2021 (in thousands): Beginning balance Accretion expense Effff eff ct of exchange rate changes Ending balance August 27, 2022 August 28, 2021 $ $ 14,887 970 (583) 15,274 $ $ 13,920 985 (18) 14,887 The Company’s asset retirement obligations are included in current accrued liabilities in the accompanying Consolidated Balance Sheet. 11. Commitments and Contingencies Lease Commitmentstt The Company has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classififf cation criteria of a finance or operating lease. All identififf ed leases are recorded on the consolidated balance sheet with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of twelve months or less, are not recorded on the consolidated balance sheet. Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available as of the lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in cost of revenues on the Company's consolidated statements of income. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. lowing table presents the operating lease cost and information related to the operating lease right-of-use assets, net and The folff operating lease liabilities for fiscal 2022: $ $ $ 21,904 3,380 21,391 4.35 2.02% (In thousands, except lease term and discount rate) Lease cost Operating lease costs including short-term lease expense and variable lease costs, which were immaterial in the period Operating cash flff ow impacts Cash paid for amount ff Operating lease right-of-ff use assets obtained in exchange for new operating lea s included in the measurement of operating lease liabilities ff se liabilities Weighted-average remaining lease term - operating leases Weighted-average discount rate - operating leases 61 Total rent expense on all leases was $18.3 million, $16.2 million and $15.2 million for the fiscal 2022, 2021 and 2020, respectively. The contractual future minimum lease payments of the Company's operating lease liabilities by fiscal year as of August 27, 2022 are as follows: (In thousands) 2023 2024 2025 2026 2027 Thereafter Total payments Less interest Total present value of lease payments EnvEE ironmental and Legal Contingencies $ $ 14,318 12,158 9,163 7,423 5,299 5,132 53,493 1,821 51,672 The Company and its operations are subject to various federal, state and local laws and regulations governing, among other things, air emissions, wastewater discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must dispose of detergent waste water and other residues, and, in the past, used perchloroethylene and other dry-cleaning solvents. The Company is attentive to the environmental concerns surrounding the disposal of these materials and has, through the years, taken measures to avoid their improper disposal. The Company has settled, or contributed to the settlement of, past actions or claims brought against the Company relating to the disposal of hazardous materials at several sites and there can be no assurance that the Company will not have to expend material amounts to remediate the consequences of any such disposal in the future. ff ity for c ontingencies be recorded when it is probable that a liability has been incurred and the U.S. GAAP requires that a liabila amount of the liability can be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the amount to be recorded. The Company regularly consults with attorneys and outside consultants in its consideration of the relevant facts and circumstances before recording a contingent liability. Changes in enacted laws, regulatory or other parties, the timing of payments, the input of the Company’s attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for environmental and other contingent liabilities. ders or decrees, management’s estimates of costs, risk-free interest rates, insurance proceeds, participation by a rr Under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating from, such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of, or was responsible for t he presence of such hazardous or toxic substances. There can be no assurances that acquired or leased locations have ff been operated in compliance with environmental laws and regulations or that futff ure us es or conditions will not result in the imposition of liability upon the Company under such laws or expose the Company to third-party actions such as tort suits. The Company continues to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to certain sites. t The Company has accrued certain costs related to certain sites, including but not limited to, sites in Woburn and Somerville, Massachusetts, as it has been determined that the costs are probabla e and can be reasonably estimated. The Company, together with multiple other companies, are party to a consent decree related to the Company's property and the Central Area in Woburn, Massachusetts. The EPA has provided the Company and other signatories to the consent decree with comments on the design and implementation of groundwater and soil remedies at the Woburn site and investigation of environmental conditions in the Central Area. The consent decree does not address any remediation work that may be required in the Central Area. The Company, and other signatories, has implemented and proposed to do additional work at the Woburn site but many of the EPA’s comments remain to be resolved. The Company has accruer d costs to perform certain work responsi EPA’s comments. Additionally, the Company has implemented mitigation measures and continue to monitor environmental conditions at a site in Somerville, Massachusetts. The Company has agreed to undertake additional actions responsive to a notice of audit findings frff om the Massachusetts Department of Environmental Protection concerning a regulatory submittal that the Company made in 2009 for a por for r eimbursement of certain costs associated with its construction of a new municipal transit station in the area of the ff Somerville site. This station is part of an ongoing extension of the transit system. The Company has reserved for costs in tion of the site. The Company has received demands from the local transit authority ve to the ff ff 62 connection with this matter; however, in light of the uncertainties associated with this matter, these costs and the related reserve may change. The Company routinely reviews and evaluates sites that may require remediation and monitoring and determines its estimated costs based on various estimates and assumptions. These estimates are developed using its internal sources or by third party environmental engineers or other service providers. Internally developed estimates are based on:     Management’s judgment and experience in remediating and monitoring the Company’s sites; Inforff mation available from regulatory agencies as to costs of remediation and monitoring; The number, financial resources and relative degree of responsibility of other potentially responsible parties (“PRPs”) who may be liable for remediation and monitoring of a specific site; and The typical allocation of costs among PRPs. There is usually a range of reasonable estimates of the costs associated with each site. In accordance with U.S. GAAP, the Company’s accruals reflect the amount within the range that it believes is the best estimate or the low end of a range of estimates if no point within the range is a better estimate. Where it believes that both the amount of a particular liability and the timing of the payments are reliably determinable, the Company adjusts the cost in current dollars using a rate of 3% for inflff ation until the time of expected payment and discounts the cost to present value using current risk-free interest rates. As of August 27, 2022, the risk-frff ee interest rates utilized by the Company ranged from 3.0% to 3.4%. a For environmental liabilities that have been discounted, the Company includes interest accretion, based on the effective interest method, in selling and administrative expenses on the accompanying Consolidated Statements of Income. The changes to the Company’s environmental liabilities for fiscal 2022 and 2021 were as follows (in thousands): ff Year ended Beginning balance Costs incurred for which reserves have been provided Insurance proceeds Interest accretion Changes in discount rates Revisions in estimates Ending balance August 27, 2022 August 28, 2021 32,859 (2,188) 135 596 (3,235) 4,024 32,191 $ $ 30,702 (1,593) 129 448 (1,040) 4,213 32,859 $ $ Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of August 27, 2022, for t he next five fiscal years and thereafter, as measured in current dollars, are reflected below. ff (In thousands) Estimated costs—current dollars Estimated insurance proceeds Net anticipated costs Effff eff ct of inflation Effff eff ct of discounting Balance as of August 28, 2021 2023 $ 12,130 (173) $ 11,957 2024 3,051 (159) 2,892 2025 1,741 (173) 1,568 $ $ $ $ 2026 1,437 (159) 1,278 $ $ 2027 1,250 (173) 1,077 Thereaftff er $ 14,947 (230) $ 14,717 $ $ Total $ 34,556 (1,067) $ 33,489 9,388 (10,686) $ 32,191 a Estimated insurance proceeds are primarily received from an annuity received as part of a legal settlement with an insurance company. Annual proceeds of approximately $0.3 million are deposited into an escrow account which funds remedi ation and monitoring costs for two sites related to former operations. Annual proceeds received but not expended in the current year accumulate in this account and may be used in future years for costs related to this site through the year 2027. As of August 27, 2022, the balance in this escrow account, which is held in a trust and is not recorded in the Company’s accompanying Consolidated Balance Sheet, was approximately $4.8 million. Also included in estimated insurance proceeds are amounts the Company is entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for e stimated costs at one of its sites. a ff ff The Company’s nuclear garment decontamination facilities are licensed by respective state agencies, as delegated authority by the Nuclear Regulatory Commission (the “NRC”) pursuant to the NRC’s Agreement State program and are subject to a appl icabla e federal and state radioactive material regulations. In addition, the Company’s international locations (Canada, the 63 United Kingdom and the European Union) are regulated by equivalent respective jurisdictional authorities. There can be no assurance that such regulation will not lead to material disruptions in the Company’s garment decontamination business. From time to time, the Company is also subject to legal and regulatory proceedings and claims arising from the conduct of its business operations, including personal injury claims, customer contract matters, employment claims and environmental matters as described above a ff . The Company is subject to two actions fiff led by former e Standards Act. The Company believes that it has meritorious defenses to such allegations and intends to defeff nd itself vigorously in such matters. While the Company is unable to ascertain the ultimate outcome of such actions, based on the inforff mation currently available, the Company believes that a loss with respect to such matters is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of such matters, the Company is unable to reasonably assess an estimate or range of estimates of any potential losses. mployees in September 2022 alleging damages under the Fair Labor ff rr In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on the Company’s subsidiary i n Mexico for fiscal 2016 import taxes, value added taxes and custom processing feff es of over $17.0 million, plus surcharges, fiff nes and penalties of over $67.7 million for a total assessment of over $84.7 million. The Company disagrees with such tax assessment and has filed an administrative appeal before the legal division of the Mexican federal tax authority challenging the validity of the tax assessment. While the Company is unable to ascertain the ultimate outcome of this matter, based on the information currently available, the Company believes that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, the Company is unable to reasonably assess an estimate or range of estimates of any potential losses. ities, including lawsuits and environmental contingencies, the Company believes that the aggregate amount of such ities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with U.S. GAAP. It is While it is impossible for the Company to ascertain the ultimate legal and financial liability with respect to contingent liabila liabila possible, however, that the future financial position and/or results of operations for any particular future period could be materially affected by changes in the Company’s assumptions or strategies related to these contingencies or changes out of the Company’s control. Other Contingent Liabilities As security for certain agreements with the NRC and various state agencies related to the nuclear operations (see above) and certain insurance programs, the Company had standby irrevocable bank commercial letters of credit of $60.8 million and $67.5 million outstanding as of August 27, 2022 and August 28, 2021, respectively. Non-cancellable purchase commitments for inventories, software, and services amounted to $56.5 million as of August 27, 2022, of which $39.7 million will be paid in less than 1 year, $8.5 million will be paid in 1 to 3 years, and the remaining will be paid in 3 to 8 years. 12. Share-based Compensation ff The Company adopted a stock incentive plan (the “1996 Plan”) in November 1996 and reserved 1,500,000 shares of Common Stock for is suance under the 1996 Plan. The 1996 Plan provided for the issuance of stock options and stock eciation rights. The Company ceased granting new awards under the 1996 Plan as of January 21, 2011, and the 1996 a appr Plan expired in accordance with its terms on January 8, 2012. The Company adopted a stock incentive plan (the “2010 Plan”) in October 2010 and reserved 600,000 shares of Common Stock for issuance under the 2010 Plan. The 2010 Plan replaced the Company’s 1996 Plan. The 2010 Plan permits the award of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and performance shares (collectively referred to as “Share- Based Awards”) as well as dividend equivalent rights and cash-based awards. On October 27, 2014, the Board of Directors, subject to the approval of the Company’s shareholders, which was received at the 2015 annual meeting of shareholders, adopted an amendment to the 2010 Plan to, among other matters, reserve for issuance an additional 750,000 shares and extend to 2025 the time period awards may be granted under the 2010 Plan. As of August 27, 2022, the number of remaining shares available for future grants under the 2010 Plan was 173,581. Share-based compensation expense, which includes expense related to Share-Based Awards, has been recorded in the accompanying Consolidated Statements of Income in selling and administrative expenses. 64 All Share-Based Awards issued to management were recommended to the Board of Directors by the Compensation Committee and approved by the Board of Directors. All Share-Based Awards issued to the Company’s non-employee members of the Board of Directors (the “Directors”) under the 2010 Plan were recommended to the Board of Directors by the Compensation Committee and appr oved by the Board of Directors. a In fiff scal 2022, a total of 1,025 shares of fully vested unrestricted stock were granted to certain non-employee Directors of the Company. No such shares were granted during each of fiscal 2021 and 2020. Accordingly, compensation expense related to the unrestricted stock granted in fiscal 2022 was recognized on the date of grant. In fiff scal 2022, the Company granted a total of 9,750 stock appreciation rights under the 2010 Plan to the Company’s non- employee Directors. In both fiff scal 2021 and 2020, the Company granted a total of 5,000 stock appreciation rights under the 2010 Plan to the Company’s non-employee Directors. Such stock appreciation rights were fully vested upon grant, expire on the earlier of the eighth anniversary of t member of the Board of Directors and must be settled in stock at the time of exercise. Accordingly, compensation expense related to the stock appreciation rights was recognized on the date of grant. he grant date or the second anniversary of the date that the Director ceases to be a rr As of August 27, 2022, the total compensation cost not yet recognized related to non-vested Share-Based Awards was appr a recognized is 1.5 years. oximately $14.4 million. The weighted average period over which compensation cost for Share-Based Awards will be All stock appreciation rights issued to employees were granted with an exercise price equal to the fair net realizable value of the Company’s Common Stock on the date of grant. Stock appreciation rights generally vest 20% on each anniversary of the grant date over a five-year period and expire ten years after the grant date. Share-Based Awards granted to the Company’s non-employee Directors were fully vested as of the date of grant. Non-employee Director Share-Based Award grants in the forff m of stock appreciation rights expire on the earlier of the eighth anniversary of the grant date or the second anni the date that the Director ceases to be a member of the Board of Directors. versary of a rr Time-based restricted stock units granted to employees vest 20% on each anniversary of the grant date over a five-year period. Generally, perforff mance-based restricted stock units granted to employees are earned based on whether and the extent to which the Company achieves certain consolidated revenues and earnings per share. The faff ir value of each stock appreciation right is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used: Fiscal year ended August Risk-frff ee interest rate Expected dividend yield Expected life i Expected volatility ff n years 2022 2021 2020 1.27% 0.60% 5.17 28.4% 0.47% 0.58% 5.70 27.5% 1.69% 0.50% 5.60 22.4% The weighted average fair values of Share-Based Awards granted in the form of stock appreciation rights during fiscal years 2022, 2021 and 2020 were $51.25, $42.63 and $46.58, respectively. ff lowing table summarizes the Share-Based Awards activity in the form of stock options and stock appreciation right a s The folff ff for f iff scal 2022: Outstanding, August 28, 2021 Granted Expired Exercised Forfeff ited Outstanding, August 27, 2022 Exercisable, August 27, 2022 65 Number of Shares Weighted Average Exercise Price 394,174 34,754 (168) (53,226) (7,186) 368,348 250,223 $ $ $ 144.07 199.80 201.24 123.07 164.72 151.93 141.68 The folff lowing table summarizes the Share-Based Awards activity in the form of restricted stock units for fiscal 2022: Unvested balance at August 28, 2021 Granted Vested Forfeff ited Unvested balance at August 27, 2022 13. Shareholders’ Equity Number of Shares Weighted Average Grant Price 94,558 41,875 (39,131) (5,602) 91,700 $ $ 178.78 199.05 179.12 186.40 187.43 The Company has two classes of common stock: Common Stock and Class B Common Stock. Each share of Common Stock is entitled to one vote, is freely transferable, and is entitled to a cash dividend equal to 125% of any cash dividend paid on each share of Class B Common Stock. Each share of Class B Common Stock is entitled to ten votes and can be converted to Common Stock on a share-for-share basis. However, until converted to Common Stock, shares of Class B Common Stock are not frff eely transferable. During fiscal 2022, 17,000 shares of Class B Common Stock were converted to Common Stock. No such conversions occurred during each of fiscal 2021 and 2020. On October 23, 2019, the Company announced that it would be raising its quarterly dividend to $0.25 per share for Common Stock and to $0.20 per share for Class B Common Stock, up from $0.1125 and $0.09 per share, respectively. The amount and ff timing of any future divide nd payment is subject to the approval of the Board of Directors each quarter. On October 20, 2021, the Company announced that it would be raising its quarterly dividend to $0.30 per share for Common Stock and to $0.24 per share for Class B Common Stock, up from $0.25 and $0.20 per share, respectively. The amount and ff timing of any future divide oval of the Board of Directors each quarter. nd is subject to the appr a he Company’s Board of Directors approved a share repurchase program authorizing the Company to On January 2, 2019, t rr repurchase frff om time to time up to $100.0 million of its outstanding shares of Common Stock. Repurchases made under the program, if any, will be made in either the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including economic and market conditions, the Company stock price, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program has been funded to date with available cash and may be funded in the future using the Company’s availabla e cash or capacity under its 2021 Credit Agreement and may be suspended or discontinued at any time. On October 18, 2021, the Company’s Board of Directors approved a new share repurchase program authorizing the Company to repurchase frff om time to time up to $100.0 million of its outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved on January 2, 2019. Repurchases made under the new program, if any, will continue to be made in either the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other relevant faff ctors. The timing, manner, price and amount of any repurchases will depend on a variety of factors and may be suspended or discontinued at any time. During fiscal 2022, the Company repurchased 213,419 shares for an average price per share of $179.98. During fiff scal 2021, the Company repurchased 60,950 shares for an average price per share of $184.13. During fiscal 2020, the Company repurchased 117,767 shares for a n average price per share of $184.67. Currently, there is $63.6 million remaining to repurchase outstanding shares of Common Stock under this program. On July 15, 2022, the Company repurchased 35,714 shares of Class B Common Stock ff for $6.0 m illion from a related party at a per share price of $168.00 ff 66 14. Accumulated Other Comprehensive Loss The changes in each component of accumulated other comprehensive loss for fiscal 2022 and 2021 are as folff thousands): lows (in Balance as of August 29, 2020 Change during the year Balance as of August 28, 2021 Change during the year Balance as of August 27, 2022 (1) Amounts are shown net of tax. Foreign Currency Translation $ $ (22,009) $ 4,208 (17,801) (7,002) (24,803) $ Pension- related (1) Derivative Financial Instruments (1) 65 (34) 31 30 61 (10,026) $ 2,960 (7,066) 7,518 452 $ $ Total Accumulated Other Comprehensive Loss (31,970) 7,134 (24,836) 546 (24,290) $ Amounts reclassified from accumulated other comprehensive loss, net of tax, for fiscal 2022 and 2021 were as follows (in thousands): Pension benefit liabilities, net: rial loss (gain) (a) Actuat Tax effff ect reclass ff Total, net of tax Derivative fiff nancial instruments, net: Forward contracts loss (gain) (b) Total, net of tax Total amounts reclassified, net of tax Year Ended August 27, 2022 Year Ended August 28, 2021 $ $ (414) $ — (414) 68 68 (346) $ (679) — (679) (34) (34) (713) (a) Amounts included in selling and administrative expenses in the accompanying Consolidated Statements of Income. (b) Amounts included in revenues in the accompanying Consolidated Statements of Income. 15. Segment Reporting ff Operating segments are identified as components of an enterprise for which separate discrete financial information is availabla e for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Company’s chief executive offff iff cer. The Company has six operating segments based on the information reviewed by its chief executive offiff cer: U.S. Rental and Cleaning, Canadian Rental and Cleaning, MFG, Specialty Garments, First Aid and Corporate. The U.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments have been combined to form the U.S. and Canadian Rental and Cleaning reporting segment, and as a result, the Company has five reporting segments. The U.S. and Canadian Rental and Cleaning reporting segment purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the United States and Canada. The laundry locations of the U.S. and Canadian Rental and Cleaning reporting segment are referred to by the Company as “industrial laundries” or “industrial laundry locations.” The MFG operating segment designs and manufactures uniforms and non-garment items prim arily for the purpose of ff providing these goods to the U.S. and Canadian Rental and Cleaning reporting segment. MFG revenues are primarily generated when goods are shipped from the Company’s manufacturing facilities, or its subcontract manufacturers, to other Company locations. These intercompany revenues are recorded at a transfer price which is typically in excess of the actual manufaff cturing cost. Manufactured products are carried in inventory until placed in service at which time they are amortized at this transfer price. On a consolidated basis, intercompany revenues and income are eliminated and the carrying value of inventories and rental merchandise in service is reduced to the manufacturing cost. Income before income taxes from MFG net of the intercompany MFG elimination offff sff ets the merchandise amortization costs incurred by the U.S. and Canadian Rental and Cleaning reporting segment as the merchandise costs of this reporting segment are amortized and recognized . based on inventories purchased from MFG at the transfer price which is above the Company’s manufacturing cost t 67 r The Corpor ate operating segment consists of costs associated with the Company’s distribution center, sales and marketing, inforff mation systems, engineering, procurement, supply chain, accounting and finance, human resources, other general and administrative costs and interest expense. The revenues generated from the Corporate operating segment represent certain direct sales made by the Company directly from its distribution center. The products sold by this operating segment are the same products rented and sold by the U.S. and Canadian Rental and Cleaning reporting segment. In the table below, no assets or capia tal expenditures are presented for the Corporate operating segment because no assets are allocated to this operating segment in the information reviewed by the chief executive offiff cer. However, depreciation and amortization expense related to certain assets are reflected in income from operations and income before income taxes for the Corporate operating segment. The assets that give rise to this depreciation and amortization are included in the total assets of the U.S. and Canadian Rental and Cleaning reporting segment as this is how they are tracked and reviewed by the Company. The majority of expenses accounted for within the Corporate segment relate to costs of the U.S. and Canadian Rental and Cleaning segment, with the remainder of the costs relating to the Specialty Garment and First Aid segments. r The Specialty Garments operating segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear and cleanroom applications and provides cleanroom cleaning services at limited customer locations. The First Aid operating segment sells first aid cabinet services and other safeff ty supplies, provides certain safety training and maintains wholesale distribution and pill packaging operations. The Company refers to the U.S. and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as its “Core Laundry Operations,” which is included as a subtotal in the folff lowing tables (in thousands): As of and forff the year ended August 27, 2022 Revenues Income (loss) frff om operations Interest (income) expense, net Income (loss) before taxes Depreciation and amortization Capia tal expenditures Total assets As of and forff the year ended August 28, 2021 Revenues Income (loss) frff om operations Interest income, net Income (loss) beforff e taxes Depreciation and amortization Capia tal expenditures Total assets As of and for the year ended August 29, 2020 Revenues Income (loss) frff om operations Interest (income) expense, net Income (loss) before taxes Depreciation and amortization Capia tal expenditures Total assets $ $ $ $ $ $ $ US and Canadian Rental and Cleaning $ 1,733,088 $ 289,018 $ $ 291,960 $ 75,876 135,725 $ $ 2,206,608 (2,998) $ Net Interco MFG Elim MFG $ 281,112 $ 64,884 $ 64,553 $ 2,251 255 $ $ 35,748 $ (281,112) $ $ — $ $ $ $ $ 236 — $ 236 — $ — $ — $ Subtotal Core Laundry Operations $ 1,770,502 110,710 147 Corporate 37,414 $ (243,428) $ $ $ (244,800) $ 111,949 $ 24,075 102,202 135,980 — $ — $ 2,242,356 (2,851) $ Specialty Garments $ 152,885 $ 23,658 $ 22,396 $ 4,097 7,122 $ $ 135,406 First Aid $ 77,435 $ — $ $ $ 2,478 $ 1,217 $ 50,210 $ (17) $ — $ (20) $ $ $ $ Total 2,000,822 134,351 (2,851) 134,325 108,777 144,319 2,427,972 Net Interco MFG Elim US and Canadian Rental and Cleaning $ 1,580,850 $ 290,774 $ 293,357 $ 73,611 $ $ 129,327 $ 2,179,243 MFG $ 264,021 73,579 $ (2,760) $ $ $ $ $ 73,260 2,530 456 37,605 Subtotal Core Laundry Operations $ 1,615,560 171,717 Corporate 34,710 — $ $ (264,021) $ $ — $ $ $ $ $ (283) $ (192,353) $ $ 171,364 (283) $ (194,970) $ 99,331 $ — $ 129,783 — $ 2,216,848 — $ — $ — $ 23,190 192 (2,568) $ Specialty Garments $ 145,454 $ 24,801 $ 26,198 4,510 $ $ 3,407 $ 119,305 First Total Aid $ 1,826,216 $ 65,202 195,825 (693) $ $ (2,568) — $ — $ 196,871 (691) $ $ 105,955 $ 2,114 $ $ $ 133,639 449 $ 2,381,065 $ 44,912 US and Canadian Rental and Cleaning Net Interco MFG Elim 1,552,179 247,392 MFG $ 214,683 64,097 $ (3,741) $ $ $ $ $ 63,912 2,404 397 33,233 251,088 71,020 110,024 1,992,546 — $ $ (214,683) $ 10,012 $ — $ $ $ $ $ — $ — $ — $ 10,012 Corporate 49,306 $ $ (171,514) $ (2,641) $ $ (170,629) $ $ 24,983 — $ — $ Subtotal Core Laundry Operations 1,601,485 149,987 Specialty Garments $ 133,185 17,845 $ (6,382) $ 18,604 $ 4,335 $ $ 4,864 $ 131,328 First Aid $ 69,489 4,897 $ — $ 4,901 $ 1,955 $ $ 1,432 $ 41,920 154,383 98,407 110,421 2,025,779 Total $ 1,804,159 172,729 $ (6,382) — $ 177,888 $ 104,697 $ $ 116,717 $ 2,199,027 The Company’s long-lived assets as of August 27, 2022 and August 28, 2021 and revenues and income before income taxes for t he years ended August 27, 2022, August 28, 2021 and August 29, 2020 were attributed to the following countries (in ff thousands): Long-lived assets as of: United States Europe, Canada, Mexico and Nicaragua (1) Total August 27, 2022 1,309,119 54,961 1,364,080 $ $ August 28, 2021 1,219,760 57,513 1,277,273 $ $ 68 ff iff scal years: Revenues for f United States Europe and Canada (1) Total ff Income before income taxes for fiscal years: United States Europe, Canada, Mexico and Nicaragua (1) Total 2022 1,831,089 169,733 2,000,822 2022 128,567 5,758 134,325 $ $ $ $ 2021 1,672,530 153,686 1,826,216 2021 187,442 9,429 196,871 $ $ $ $ 2020 1,659,913 144,246 1,804,159 2020 175,301 2,587 177,888 $ $ $ $ (1) No country arr ccounts for greater than 10% of total long-lived assets, revenues or income before income taxes 69 To the Shareholders and the Board of Directors of UniFirst Corporation Report of Independent Registered Public Accounting Firm Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of UniFirst Corporation and subsidiaries (the “Company”) as of August 27, 2022 and August 28, 2021, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended August 27, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated finaff position of the Company at August 27, 2022 and August 28, 2021, and the results of its operations and its cash flows for each of the three years in the period ended August 27, 2022, in conformity with U.S. generally accepted accounting principles. ncial statements present fairly, in all material respects, the financial We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 27, 2022, based on criteria establa ished in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 frff amework), and our report dated October 26, 2022 expressed an adverse opinion thereon. Basis for Off pinion These fiff nancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the a appl icabla e rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fiff nancial statements are free of material misstatement, whether due to error or frff aud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonabla e basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. SeSS lfll -ff I- nII surance Accruals ion of the Descripti MatMM ter As of August 27, 2022, the Company had recognized current and long-term insurance related liabilities of $32.4 million and $62.0 million, respectively. As discussed in Note 1 to the Company’s consolidated fiff nancial statements, the Company is self-insured for certain obligations related to health, workers’ compensation, vehicles and general liability programs and judgments and estimates are used by the Company in determining the potential value associated with reported claims and for events that have occurred but have not been reported. Auditing management’s estimate of the portion of the insurance related liabilities related to workers’ compensation, vehicles and general liability is highly judgmental and complex due to the significant uncertainty in the potential value of reported claims and the number and potential value of incurred but not reported claims, the application of signififf cant management judgment in making those estimates and the use of various actuarial methods. The reserve estimate is sensitive to actuarial assumptions used to estimate the ultimate liability for reported claims a incurred but have not been reported. nd to estimate the value of claims that have been ff 70 How WHH eWW Addressed the MatMM ter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s self-ff insurance accrual process. This includes controls over the assumptions and methods used to establa ish the estimate. Specifically, we tested controls related to management’s review of data provided to the actuary, significant actuarial assumptions and the related reconciliations. To test the self-ff insurance accrual, we performed audit procedures over the signififf cant inputs used in management’s analysis, including performing transactional testing over the completeness and accuracy of claims data and vouching payments made to third parties. Furthermore, we involved our actuarial specialists to assist in evaluating the key assumptions and methodologies used by management to determine the reserve. We then compared the Company’s reserve amount to a range which our actuarial specialist developed based on independently sel ected assumptions. t EnE virii onmental Ctt onCC tingenci tt es ion of the Descripti MatMM ter As discussed in Note 11 to the Company’s consolidated financial statements, the Company is subject to various federal, state, and local laws and regulations governing the treatment and disposal of hazardous waste and other substances. As of August 27, 2022, the Company had recorded a current and long-term liabia lity of $12.3 million and $19.9 million, respectively, representing its best estimate of losses related to these environmental matters. Auditing management’s accounting for environmental loss contingencies was especially challenging, as signififf cant judgment is required by the Company to evaluate whether it is probable that an environmental loss contingency has been incurred and to estimate the future costs to remediate the environmental matters. These judgments include management’s identififf cation of sites with potential liabila ities, management’s estimate of the amount and timing of remediation and other costs, allocation of costs among other potentially responsible parties, changes to enacted laws and regulation, discount rates, and evaluation of information available from regulatory agencies. How WHH eWW Addressed the MatMM ter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identififf cation and measurement of the environmental loss contingency. For example, we tested controls over management’s review of the environmental loss contingency calculation and management’s meetings where they evaluate key judgments and estimates affecting the a environmental loss contingency, including those outlined in the paragraph a bove. a To test the assessment of the probability of incurrence of a loss and whether the loss was reasonably estimable, we inspected correspondence to and from regulatory agencies, obtained legal counsel confiff rmation letters, met with the Company’s legal counsel and other members of management to discuss environmental matters, inspected environmental studies, read the minutes of the meetings of the Company’s Board of Directors and committees of the Company’s Board of Directors, and obtained a representation letter from the Company. Additionally, we utilized our environmental specialists to perforff m a search for unrecorded environmental liabilities related to the Company’s sites to look for new or contrary evidence. T rr detailed testing over costs incurred, and based on these historical trends and input from management, we evaluated the reasonableness of estimated costs to be incurred. We tested the allocation of costs among potentially responsible parties by analyzing allocation settlement agreements, and tested other assumptions impacting the estimate such as inflation and discount rates by agreeing to third party sources. We also evaluated the accuracy of any changes in measurement of the liability through comparison with historical data. o test the measurement of the environmental liabilities, we performed /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Boston, Massachusetts October 26, 2022 71 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disii closure ContCC rols and P ll rocedures As required by RulRR e 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Offff iff cer concluded that, solely as a result of the material weakness identified by management and described below, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specififf ed in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonabla e assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures. We continue to review our disclosure controls and procedures, and our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effff eff ctiveness and to ensure that our systems evolve with our business. Changes in Internal Control over Financial Reporting ff he material weakness identified by management and described below, there were no changes in our internal Except for t control over financial reporting during the quarter ended August 27, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Management’s Responsibility for Financial Statements Our management is responsible for the preparation, integrity and objectivity of our Consolidated Financial Statements and other financial information contained in our Annual Report on Form 10-K. Those Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States. In preparing those Consolidated Financial Statements, management was required to make certain estimates and judgments, which are based upon currently availabla e inforff mation and management’s view of current conditions and circumstances. The Audit Committee of our Board of Directors, which consists solely of independent directors, oversees our process of reporting financial information and the audit of our Consolidated Financial Statements. The Audit Committee stays informed of our fiff nancial condition and regularly reviews management’s financial policies and procedures, the independence of our independent auditors, our internal control over financial reporting and the objectivity of our financial reporting. Our independent registered public accounting fiff rm has full access to the Audit Committee and meets with the Audit Committee periodically, both with and without management present. We have retained Ernst & Young LLP, an independent registered public accounting firm, to audit our Consolidated Financial Statements found in this Annual Report on Form 10-K for the year ended August 27, 2022. We have made available to Ernst & Young LLP all of our financial records and related data in connection with their audit of our Consolidated Financial Statements. 72 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of our internal control over financial reporting as of August 27, 2022. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework). Management concluded that based on its assessment, our internal controls over financial reporting were not effective as of August 27, 2022. Material Weakness A material weakness is a deficiency, or a 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. Our management identified a material weakness in internal control over financial reporting related to the revenue and accounts receivable process, primarily due to ineffective information technology general controls (ITGCs) in the area of user access over the CRM system that we are in the process of deploying. This issue was attributable to numerous role security defeff cts that we experienced in the application and uncertainty that additional role security defects would not arise. Our business process controls within the revenue and accounts receivable process, both automated and manual, that are dependent on the completeness and accuracy of the information derived from the affected IT system were also deemed ineffective because they could have been adversely impacted. Our independent registered accounting firm, Ernst & Young LLP has issued an adverse audit report on the effectiveness of our internal control over finaff Form 10-K. ncial reporting as of August 27, 2022, which is included in Item 8 of this Annual Report on Following identification of the material weakness and prior to filing this Annual Report on Form 10-K, we completed substantive procedures for the year ended August 27, 2022 over our revenue and accounts receivable balances. Based on these procedures, management believes that our consolidated fiff nancial statements included in this Annual Report on Form 10-K have been prepared in accordance with U.S. GAAP. Our Chief Executive Officer and Chief Financial Officer have certififf ed in certifications furnished with this Annual Report on Form 10-K that, to the best of their knowledge, the inforff mation contained in this Annual Report on Form 10-K fairly present, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in this Annual Report on Form 10-K. Ernst & Young LLP has issued an unqualififf ed opinion on our financial statements, which is included in Item 8 of this Annual Report on Form 10-K. ff Remediation Management is currently working with the application provider to implement near-term and longer-term security enhancements to the CRM system that will provide improved control over user access. We believe that these actions as well as other enhancements to our business process controls, both automated and manual, will enable us to remediate the material weakness. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We currently believe that the remediation of the material weakness will be completed by the end of our fiscal 2023. 73 To the Shareholders and the Board of Directors of UniFirst Corporation Report of Independent Registered Public Accounting Firm Opinion on Internal Control over Financial Reporting We have audited UniFirst Corporation and subsidiaries’ internal control over financial reporting as of August 27, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, UniFirst Corporation (and subsidiaries) (the Company) has not maintained effective internal control over financial reporting as of August 27, 2022, based on the COSO criteria. 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. The folff management’s assessment. Management has identified a material weakness in controls related to the Company’s revenue and accounts receivable process. The material weakness is the result of the aggregate effect of: (i) ineffective information technology (IT) controls over user access and security related to a new billing system that supports the revenue and accounts receivable process for a material volume of transactions and locations and (ii) design and operating deficiencies for certain transaction level controls within the revenue and accounts receivable process. As a result of the ineffective IT controls, process level automated controls and manual controls that are dependent on the completeness and accuracy of information derived frff om the affected IT system were concluded to be ineffective because they could have been adversely impacted. lowing material weakness has been identified and included in ff We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of UniFirst Corporation as of August 27, 2022 and August 28, 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended August 27, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) of the Company. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2022 consolidated financial statements, and this report does not affect our report dated October 25, 2022, which expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effeff ctive internal control over financial reporting and for its assessment of the effectiveness of internal control over fiff nancial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rulr es and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonabla e assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and perforff ming such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonabla e basis for our opinion. Defiff nition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 74 company; and (3) provide reasonable a disposition of the company’s assets that could have a material effect on the financial statements. ssurance regarding prevention or timely detection of unauthorized acquisition, use, or a Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Boston, Massachusetts October 26, 2022 75 ITEM 9B. OTHER INFORMATION On October 24, 2022, our Board of Directors, upon the recommendation of our Nominating and Corporate Governance ed Sergio A. Pupkin to our Board of Directors to serve as a Class III Director. Committee, appoint a Mr. Pupkin has served since 2021 as Senior Vice President and Chief Growth and Strategy Officer at Sealed Air Corporation (NYSE: SEE), a leading global provider of packaging solutions integrating high-performance materials, automation, equipment and services. In that role, Mr. Pupkin is responsible for global strategy, mergers and acquisitions, strategic marketing, digital business development, research and development and sustainability. Mr. Pupkin was previously named Vice President and Chief Growth & Strategy Officer and appointed an executive officer of Sealed Air Corporation in 2020. Prior to that, Mr. Pupkin served as Vice President and Chief Str Corpor r 2019. From 2011 to 2016, Mr. Pupkin held leadership positions in Sealed Air Corporation’s former Diversey Care segment. ation frff om 2019 to 2020 and served as Vice President, Corporate Strategy, Mergers and Acquisitions from 2016 to ategy Officer of Sealed Air rr ff Mr. Pupkin has been appoi nted to serve on our Nominating and Corporate Governance Committee and our ESG Committee. Our Board of Directors has determined that Mr. Pupkin is independent under the rules of the New York Stock Exchange and the Securities and Exchange Commission. a In connection with his service on our Board of Directors, Mr. Pupkin will receive the compensation payable under our compensation program for our independent directors. Mr. Pupkin is not a party to any arrangement or understanding with any person pursuant to which he was appoi required to be disclosed under Item 404(a) of Regulation S-K. nted as a member of our Board of Directors nor is he a party to any transaction a ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS a Not appl icable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORARR TE GOVERNANCE rr We have adopted a Statement of Corporate Policy and Code of Business Conduct and Ethics, which applies to our directors and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and corpor ate controller. Our Statement of Corporate Policy and Code of Business Conduct and Ethics is available, free of charge, on our website at www.unifirst.com. Information contained on our website is not part of this Annual Report on Form 10-K or the documents incorporated by reference into this Annual Report on Form 10-K. We intend to disclose any amendment to or waiver of a provision of the Statement of Corporate Policy and Code of Business Conduct and Ethics that appl ff a inforff mation on our website at www.unifirst.com. ies to our principal executive officer, principal financial officer, pr incipal accounting officer or controller by posting such Inforff mation regarding our directors and executive officers required by this Item 10 will be included in our definitive Pr oxy Statement to be filed with the SEC for our 2023 Annual Meeting of Shareholders and is incorporated by reference into this Item 10. Certain inforff mation required by this Item 10 is set forth in Item 1 of this Annual Report on Form 10-K under the heading “Executive Officers”. ff ITEM 11. EXECUTIVE COMPENSATION Inforff mation required by this Item 11 will be included in our definitive Proxy Statement to be filed with the SEC for our 2023 Annual Meeting of Shareholders and is incorporated by reference into this Item 11. r ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Inforff mation required by this Item 12 will be included in our definitive Proxy Statement to be filed with the SEC for our 2023 Annual Meeting of Shareholders and is incorporated by reference into this Item 12. r 76 Inforff mation concerning our equity compensation plans contained in the table entitled “Equity Compensation Plan Inforff mation” set forth in Item 5 of this Annual Report on Form 10-K is incorporated by reference into this Item 12. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Inforff mation required by this Item 13 will be included in our definitive Proxy Statement to be filed with the SEC for our 2023 Annual Meeting of Shareholders and is incorporated by reference into this Item 13. r ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Inforff mation required by this Item 14 will be included in our definitive Proxy Statement to be filed with the SEC for our 2023 Annual Meeting of Shareholders and is incorporated by reference into this Item 14. O ur independent public accounting firm is Ernst & Young LLP, New York, NY, PCAOB Auditor ID [PCAOB ID: 42]. r 77 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The financial statements listed below are filed as part of this report: ff (1) and (2) FINANAA CIAL STATEMENTS ANAA D FINANCIAL STATEMENT SCHEDULES. The items listed below are included under Item 8 of this Annual Report on Form 10-K: Consolidated statements of income for each of the three years in the period ended August 27, 2022 Consolidated statements of comprehensive income for each of the three years in the period ended August 27, 2022 Consolidated balance sheets as of August 27, 2022 and August 28, 2021 Consolidated statements of shareholders’ equity for each of the three years in the period ended August 27, 2022 Consolidated statements of cash flows for each of the three year ff s in the period ended August 27, 2022 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Registered Public Accounting Firm The items listed below are included under Item 9A of this Annual Report on Form 10-K: Management’s Report on Internal Control Over Financial Reporting Report of Ernst & Young LLP, Independent Registered Public Accounting Firm The folff lowing additional schedule is filed herewith: Schedule II—Valuation and qualifyiff ng accounts and reserves for each of the three years in the period ended August 27, 2022 UNIFIRST CORPORATION AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED AUGUST 27, 2022 (IN THOUSANDS) Description Reserves for Accounts Receivable For the year ended August 27, 2022 For the year ended August 28, 2021 For the year ended August 29, 2020 Balance, Beginning of Period Charged to Costs and Expenses Charges forff Which Reserves Were Created or Deductions Balance, End of Period $ $ $ 11,122 12,125 9,935 $ $ $ 9,326 1,572 6,027 $ $ $ (4,843) $ (2,575) $ (3,837) $ 15,605 11,122 12,125 Separate financial statements of the Company have been omitted because the Company is primarily an operating company and all subsidiaries included in the Consolidated Financial Statements are totally held. All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements or the notes thereto. 78 (3) EXHIBITS. The list of exhibits filed as part of this Annual Report on Form 10-K is set forth below. DESCRIPTION 3.1 Restated Articles of Organization (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 5, 2006) 3.2 Articles of Amendment dated January 13, 1988 (incorporated by reference to Exhibit 3.2 to the Company’s rr ) Current Report on Form 8-K filed with the Commission on July 5, 2006) p y 3.3 Articles of Amendment dated January 21, 1993 (incorporated by reference to Exhibit 3.3 to the Company’s rr Current Report on Form 8-K filed with the Commission on July 5, 2006) 3.4 By-laws (incorpor r ated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 10, 2008) 4.1 Specimen Stock Certififf cate for Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 5, 2006) 4.2 Description of securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10- K filed with the Commission on October 30, 2019) *10.1 UniFirst Corpor rr ation Unfunded Supplemental Executive Retirement Plan as restated January 11, 2017 to incorporate and consolidate all previous amendments thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 4, 2017) *10.2 UniFirst Corpor rr ation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011) *10.3 Form of Stock Appreciation Right Award Agreement for Company Employees under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by refeff rence to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011) *10.4 Form of Stock Appreciation Right Agreement for Non-Employee Directors under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011) *10.5 Form of Non-Qualififf ed Stock Option Agreement for Company Employees under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011) *10.6 Form of Non-Qualififf ed Stock Option Agreement for Non-Employee Directors under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by refeff rence to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011) 10.7 Second Amended and Restated Credit Agreement, by and among UniFirst Corporation and certain of its subsidiaries, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, the other lenders party thereto, BofA Securities, Inc., as S ole Lead Arranger and Sole Book Manager, Santander Bank, N.A., as Syndication Agent and Wells Fargo Bank, National Association, as Documentation Agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2021). ff * 10.8 UniFirst Corpor rr ation CEO Cash Incentive Bonus Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Commission on December 3, 2013) *10.9 UniFirst Corpor rr ation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Commission on December 2, 2014). *10.10 Form of Restricted Stock Unit Award Agreement under the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on December 20, 2017) *10.11 Form of Restricted Stock Unit Award Agreement under the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (with respect to performance-based restricted stock unit awards) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 3, 2019) *10.12 UniFirst Corpor rr ation Amendment No. 1 to Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 4, 2018) 79 *10.13 UniFirst Corporation Amendment No. 2 to Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 4, 2019) *10.14 Form of Stock Appreciation Right Award for Company Employees under the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 9, 2020) *10.15 Form of Restricted Stock Unit Award for Company Employees under the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 9, 2020) *10.16 UniFirst Corpor rr ation Executive Employment Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the Commission on October 28, 2020) *10.17 Form of Stock Appreciation Right Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the Commission on October 28, 2020) *10.18 Form of Restricted Stock Unit Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the Commission on October 28, 2020) *10.19 Form of Restricted Stock Unit Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (with respect to performance-based restricted stock unit awards) (incorporated by refeff rence to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the Commission on October 28, 2020) *10.20 UniFirst Corpor rr ation Deferred Compensation Plan (incorporated by refeff rence to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2022). *10.21 Form of Stock Appreciation Right Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 6, 2022) *10.22 Form of Restricted Stock Unit Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 6, 2022) *10.23 Form of Stock Appreciation Right Award for employees (incorporated by reference to Exhibit 99.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 6, 2022) *10.24 Form of Restricted Stock Unit Award for employees (incorporated by reference to Exhibit 99.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 6, 2022) r *10.25 Form of Stock Appreciation Right Award for Directors (incorporated by reference to Exhibit 99.5 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 6, 2022) 21 List of Subsidiaries (filed herewith) 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith) 31.1 RulRR e 13a-14(a)/15d-14(a) Certification of Steven S. Sintros (filed herewith) 31.2 RulRR e 13a-14(a)/15d-14(a) Certification of Shane O’Connor (filed herewith) 32.1 Certificff ation of Chief Executive Officer P ff ursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith) 32.2 Certificff ation of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith) 80 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (fiff led herewith) 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (fiff led herewith) 101.LAB Inline XBRL Taxonomy Extension Labea l Linkbase Document (filed herewith) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith) E ff 104 Cover Page Interactive Data File (formatted as Inline XBRL with the applica ble taxonomy extension information contained in Exhibits 101.*)) (filed herewith) * Management contract, compensatory plan or arrangement ITEM 16. FORM 10-K SUMMARY Not Applicable. a 81 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES UniFirst Corporation rr By: /s/ Steven S. Sintros Steven S. Sintros President and Chief Executive Officer October 26, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. NAME /s/ Steven S. Sintros Steven S. Sintros /s/ Shane O’Connor Shane O’Connor /s/ Cynthia Croatti Cynthia Croatti /s/ Phillip L. Cohen Phillip L. Cohen /s/ Kathleen Camilli Kathleen Camilli /s/ Michael Iandoli Michael Iandoli /s/ Joseph Nowicki Joseph Nowicki /s/ Thomas Postek Thomas S. Postek /s/ Raymond Zemlin Raymond C. Zemlin TITLE President and Chief Executive Officer (Principal Executive Officer ) ff Executive Vice President and Chief Financial Offff iff cer (Principal Financial Officer and Principal Accounting Offiff cer) Director Director Director Director Director Director DATE October 26, 2022 October 26, 2022 October 26, 2022 October 26, 2022 October 26, 2022 October 26, 2022 October 26, 2022 October 26, 2022 Chairman of the Board of Directors October 26, 2022 82 

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