UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended ~~May 27, 2017~~ February 24, 2018

		OR

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

		For the transition period from ________________ to ________________

Commission file number: 001-08504

UNIFIRST CORPORATION

(Exact name of Registrant as Specified in Its Charter)



Massachusetts		04-2103460
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

68 Jonspin Road, Wilmington, MA		01887
(Address of Principal Executive Offices)		(Zip Code)

(978) 658-8888

(Registrant’s Telephone Number, Including Area Code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” ~~and~~, “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer Smaller Reporting Company Non-accelerated filer

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).~~Emerging Growth Company

~~Yes~~ ~~No ☑~~

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of outstanding shares of UniFirst Corporation Common Stock and Class B Common Stock at ~~June~~March 30, ~~2017~~2018 were ~~15,421,381~~15,420,788 and ~~4,845,519,~~3,711,009, respectively.

~~Table of Contents~~

UniFirst Corporation

Quarterly Report on Form 10-Q

For the Quarter ended ~~May 27, 2017~~February 24, 2018

Table of Contents



Part I – FINANCIAL INFORMATION	3

Item 1 – Unaudited Financial Statements	3

Consolidated Statements of Income for the Thirteen and ~~Thirty-nine~~Twenty-six Weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 ~~and May 28, 2016~~	3

Consolidated Statements of Comprehensive Income for the Thirteen and ~~Thirty-nine~~Twenty-six Weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 ~~and May 28, 2016~~	4

Consolidated Balance Sheets as of ~~May 27, 2017~~February 24, 2018 and August ~~27, 2016~~26, 2017	5

Consolidated Statements of Cash Flows for the ~~Thirty-nine~~Twenty-six Weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 ~~and May 28, 2016~~	6

Notes to Consolidated Financial Statements	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	3435

Item 4 – Controls and Procedures	3536

Part II – OTHER INFORMATION	3536

Item 1 – Legal Proceedings	3536

Item 1A – Risk Factors	3536

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3 – Defaults Upon Senior Securities	3637

Item 4 – Mine Safety Disclosures	3637

Item 5 – Other Information	3637

Item 6 – Exhibits	37

Signatures	38

~~Exhibit Index~~	39

Certifications
Ex-31.1 Section 302 Certification of ~~Principal Executive Officer~~CEO
Ex-31.2 Section 302 Certification of ~~Principal Financial Officer~~CFO
Ex-32.1 Section 906 Certification of ~~Principal Executive Officer~~CEO
Ex-32.2 Section 906 Certification of ~~Principal Financial Officer~~CFO

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Statements of Income

UniFirst Corporation and Subsidiaries

(Unaudited)


	Thirteen weeks ended						Thirty-nine weeks ended						Thirteen weeks ended						Twenty-six weeks ended
(In thousands, except per share data)	May 27, 2017			May 28, 2016			May 27, 2017			May 28, 2016			February 24, 2018			February 25, 2017			February 24, 2018			February 25, 2017

Revenues	$	409,834		$	367,799		$	1,187,369		$	1,104,280		$	419,264		$	391,427		$	835,042		$	777,535

Operating expenses:
Cost of revenues (1)	255,824			224,932			743,869			677,207			265,400			249,280			519,050			488,045
Selling and administrative expenses (1)	93,077			74,541			257,384			222,713			88,648			84,861			176,158			164,307
Depreciation and amortization	22,162			20,409			65,442			59,956			23,264			21,140			45,971			43,280
Total operating expenses	371,063			319,882			1,066,695			959,876			377,312			355,281			741,179			695,632

Income from operations	38,771			47,917			120,674			144,404
Operating income													41,952			36,146			93,863			81,903

Other (income) expense:
Interest expense	194			211			548			650
Interest income	(1,003		)	(902		)	(3,278		)	(2,558		)
Foreign exchange loss (gain)	218			(91		)	604			256
Total other (income) expense	(591		)	(782		)	(2,126		)	(1,652		)
Interest income, net													(1,430		)	(1,120		)	(2,706		)	(1,921		)
Other (income) expense, net													(186		)	(108		)	(32		)	386
Total other income, net													(1,616		)	(1,228		)	(2,738		)	(1,535		)

Income before income taxes	39,362			48,699			122,800			146,056			43,568			37,374			96,601			83,438
Provision for income taxes	15,000			18,555			47,708			56,524
(Benefit) provision for income taxes													(14,810		)	14,858			4,017			32,708

Net income	$	24,362		$	30,144		$	75,092		$	89,532		$	58,378		$	22,516		$	92,584		$	50,730

Income per share – Basic:
Common Stock	$	1.26		$	1.57		$	3.89		$	4.67		$	3.02		$	1.17		$	4.79		$	2.63
Class B Common Stock	$	1.01		$	1.26		$	3.11		$	3.74		$	2.42		$	0.93		$	3.83		$	2.10

Income per share – Diluted:
Common Stock	$	1.19		$	1.49		$	3.68		$	4.43		$	2.85		$	1.10		$	4.53		$	2.49

Income allocated to – Basic:
Common Stock	$	19,307		$	23,939		$	59,486		$	71,172		$	46,744		$	17,836		$	74,126		$	40,178
Class B Common Stock	$	4,883		$	6,061		$	15,068		$	17,956		$	11,634		$	4,518		$	18,458		$	10,184

Income allocated to – Diluted:
Common Stock	$	24,199		$	30,007		$	74,581		$	89,149		$	58,378		$	22,362		$	92,584		$	50,381

Weighted average number of shares outstanding – Basic:
Common Stock	15,326			15,253			15,305			15,238			15,481			15,305			15,471			15,295
Class B Common Stock	4,846			4,827			4,846			4,805			4,816			4,846			4,816			4,846

Weighted average number of shares outstanding – Diluted:
Common Stock	20,279			20,183			20,254			20,141			20,463			20,263			20,434			20,250

Dividends per share:
Common Stock	$	0.0375		$	0.0375		$	0.1125		$	0.1125		$	0.0375		$	0.0375		$	0.0750		$	0.0750
Class B Common Stock	$	0.0300		$	0.0300		$	0.0900		$	0.0900		$	0.0300		$	0.0300		$	0.0600		$	0.0600

(1) Exclusive of depreciation on the Company’s property, plant and equipment and amortization on its intangible assets.

The accompanying notes are an integral part of these

Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

UniFirst Corporation and Subsidiaries

(Unaudited)


	Thirteen weeks ended						Thirty-nine weeks ended						Thirteen weeks ended						Twenty-six weeks ended
(In thousands)	May 27, 2017			May 28, 2016			May 27, 2017			May 28, 2016			February 24, 2018			February 25, 2017			February 24, 2018			February 25, 2017

Net income	$	24,362		$	30,144		$	75,092		$	89,532		$	58,378		$	22,516		$	92,584		$	50,730

Other comprehensive (loss) income:
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,550		)	3,806			(3,347		)	223			1,250			3,332			(763		)	(1,797		)
Pension benefit liabilities, net of income taxes	—			—			—			(218		)
Pension benefit liabilities													(1,192		)	—			(1,192		)	—
Change in fair value of derivatives, net of income taxes	211			(344		)	333			(392		)	(23		)	(202		)	59			122
Derivative financial instruments reclassified to earnings	(105		)	(36		)	(208		)	(201		)	10			(27		)	14			(103		)

Other comprehensive (loss) income	(1,444		)	3,426			(3,222		)	(588		)
Other comprehensive income (loss)													45			3,103			(1,882		)	(1,778		)

Comprehensive income	$	22,918		$	33,570		$	71,870		$	88,944		$	58,423		$	25,619		$	90,702		$	48,952

The accompanying notes are an integral part of these

Consolidated Financial Statements.

Consolidated Balance Sheets

UniFirst Corporation and Subsidiaries

(Unaudited)


(In thousands, except share and par value data)	May 27, 2017			August 27, 2016			February 24, 2018			August 26, 2017

Assets
Current assets:
Cash and cash equivalents	$	312,684		$	363,795
Receivables, less reserves of $11,652 and $7,675	184,783			156,578
Cash, cash equivalents and short-term investments							$	387,691		$	349,752
Receivables, less reserves of $11,538 and $8,719							195,283			187,174
Inventories	72,112			78,887			84,509			79,068
Rental merchandise in service	147,300			138,105			152,669			151,340
Prepaid taxes	4,965			10,418			9,407			29,968
Prepaid expenses and other current assets	22,670			29,831			24,945			16,924
Total current assets	744,514			777,614			854,504			814,226

Property, plant and equipment, net of accumulated depreciation of $689,859 and $661,295	568,235			539,818
Property, plant and equipment, net of accumulated depreciation of $730,702 and $702,325							543,342			525,115
Goodwill	373,296			320,641			389,465			376,110
Customer contracts, net	71,319			35,854			68,333			67,485
Other intangible assets, net	4,522			2,810			4,104			4,259
Deferred income taxes	347			97			418			394
Other assets	29,242			25,173			30,568			31,539

Total assets	$	1,791,475		$	1,702,007		$	1,890,734		$	1,819,128

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	53,070		$	50,884		$	58,747		$	64,691
Accrued liabilities	106,469			100,782			116,737			112,236
Accrued taxes	—			969			—			921
Total current liabilities	159,539			152,635			175,484			177,848

Accrued liabilities	106,112			104,921			107,208			106,736
Accrued and deferred income taxes	78,500			79,670			63,641			81,352

Total liabilities	344,151			337,226			346,333			365,936

Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred 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; 15,420,975 and 15,415,125 shares issued and outstanding as of May 27, 2017 and August 27, 2016, respectively	1,542			1,542
Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 4,845,519 and 4,849,519 shares issued and outstanding as of May 27, 2017 and August 27, 2016, respectively	485			485
Common Stock, $0.10 par value; 30,000,000 shares authorized; 15,492,219 and 15,453,308 shares issued and outstanding as of February 24, 2018 and August 26, 2017, respectively							1,549			1,545
Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 4,815,519 shares issued and outstanding as of February 24, 2018 and August 26, 2017							482			482
Capital surplus	85,408			72,561			87,740			86,245
Retained earnings	1,392,060			1,319,142			1,478,030			1,386,438
Accumulated other comprehensive loss	(32,171		)	(28,949		)	(23,400		)	(21,518		)

Total shareholders’ equity	1,447,324			1,364,781			1,544,401			1,453,192

Total liabilities and shareholders’ equity	$	1,791,475		$	1,702,007		$	1,890,734		$	1,819,128

The accompanying notes are an integral part of these

Consolidated Financial Statements

Consolidated Statements of Cash Flows

UniFirst Corporation and Subsidiaries

(Unaudited)


Thirty-nine weeks ended (In thousands)	May 27, 2017			May 28, 2016
Twenty-six weeks ended (In thousands)							February 24, 2018			February 25, 2017
Cash flows from operating activities:
Net income	$	75,092		$	89,532		$	92,584		$	50,730
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	55,968			53,556			39,557			37,051
Amortization of intangible assets	9,474			6,400			6,414			6,229
Amortization of deferred financing costs	84			156			56			56
Gain on sale of assets	(567		)	—			(135		)	(517		)
Share-based compensation	11,681			3,625			2,417			4,370
Accretion on environmental contingencies	450			502			346			300
Accretion on asset retirement obligations	636			599			470			423
Deferred income taxes	(1,845		)	6,034			(20,613		)	(1,346		)
Changes in assets and liabilities, net of acquisitions:
Receivables, less reserves	(21,118		)	(5,698		)	(6,931		)	(12,887		)
Inventories	8,727			4,063			(5,296		)	9,233
Rental merchandise in service	(2,561		)	1,571			(69		)	444
Prepaid expenses and other current assets and Other assets	11,325			(1,356		)	(7,067		)	7,471
Accounts payable	2,344			(1,627		)	(5,395		)	3,695
Accrued liabilities	1,593			6,358			39			704
Prepaid and accrued income taxes	4,534			(2,635		)	22,535			8,793
Net cash provided by operating activities	155,817			161,080			118,912			114,749

Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(124,486		)	(10,861		)	(21,729		)	(121,414		)
Capital expenditures	(80,462		)	(72,065		)	(56,653		)	(43,011		)
Proceeds from sale of assets	876			—			1,164			826
Other	(461		)	(64		)	(200		)	123
Net cash used in investing activities	(204,533		)	(82,990		)	(77,418		)	(163,476		)

Cash flows from financing activities:
Payments on loans payable and long-term debt	—			(1,326		)
Payment of deferred financing costs	—			(813		)
Proceeds from exercise of share-based awards, including excess tax benefits	2,989			1,394			430			2,283
Taxes withheld and paid related to net share settlement of equity awards	(2,168		)	(4,425		)	(2,094		)	(1,546		)
Payment of cash dividends	(2,173		)	(2,155		)	(1,447		)	(1,448		)
Net cash used in financing activities	(1,352		)	(7,325		)	(3,111		)	(711		)

Effect of exchange rate changes	(1,043		)	265			(444		)	(822		)

Net (decrease) increase in cash and cash equivalents	(51,111		)	71,030
Cash and cash equivalents at beginning of period	363,795			276,553
Net increase (decrease) in cash, cash equivalents and short-term investments							37,939			(50,260		)
Cash, cash equivalents and short-term investments at beginning of period							349,752			363,795

Cash and cash equivalents at end of period	$	312,684		$	347,583
Cash, cash equivalents and short-term investments at end of period							$	387,691		$	313,535

The accompanying notes are an integral part of these

Consolidated Financial Statements.

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements

1. Basis of Presentation

These Consolidated Financial Statements of UniFirst Corporation (“Company”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“USU.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the information furnished reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period.

It is suggested that these Consolidated Financial Statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August ~~27, 2016.~~26, 2017. There have been no material changes in the accounting policies followed by the Company during the current fiscal ~~year.~~year other than the adoption of recent accounting pronouncements discussed in Note 2. Results for an interim period are not indicative of any future interim periods or for an entire fiscal year.

2. Recent Accounting Pronouncements

In May 2014, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued updated accounting guidance for revenue recognition, which they have subsequently modified. This modified update provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance will be effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, ~~2017 and will be required to be applied retrospectively, with early adoption permitted.~~2017. Accordingly, the standard will be effective for the Company on August 26, 2018. The Company has established an implementation team and is working on the completion of its project plan to address the requirements of this standard. The Company is currently ~~evaluating~~reviewing its customer contracts, assessing its incremental costs of obtaining customer contracts, and identifying any potential changes to business processes and controls to support accounting and disclosure considerations under this standard. The Company expects to adopt this standard using the modified retrospective adoption method ~~it will apply~~ and continues to evaluate the impact that this guidance will have on its financial statements and related disclosures.

In February 2015, the FASB issued updated accounting guidance on consolidation requirements. This update changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. Accordingly, the standard became effective for the Company on August 28, 2016. The Company adopted this guidance and the adoption did not have a material impact on its financial statements.

In April 2015, the FASB issued updated guidance on the presentation of debt issuance costs. This update changes the guidance with respect to presenting such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. Accordingly, the standard became effective for the Company on August 28, 2016. The Company adopted this guidance and the adoption did not have a material impact on its financial statements.

In July 2015, the FASB issued updated guidance which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016, and is to be applied prospectively, with early adoption permitted. Accordingly, the Company adopted this standard ~~will be effective for the Company~~ on August 27, 2017. The ~~Company expects that~~ adoption of this guidance ~~will not have a material impact on its financial statements.~~

In September 2015, the FASB issued updated guidance that requires an entity to recognize adjustments made to provisional amounts that are identified in a business combination be recorded in the period such adjustments are determined, rather than retrospectively adjusting previously reported amounts. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, and is to be applied prospectively, with early adoption permitted. Accordingly, the standard became effective for the Company on August 28, 2016. The Company adopted this guidance and the adoption did not have a material impact on its financial statements.

In January 2016, the FASB issued updated guidance for the recognition, measurement, presentation, and disclosure of certain financial assets and liabilities. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. Accordingly, the standard will be effective for the Company on August 26, 2018. The Company expects that adoption of this guidance will not have a material impact on its financial statements.

~~UniFirst Corporation and Subsidiaries~~

~~Notesto Consolidated Financial Statements (Continued)~~

In February 2016, the FASB issued updated guidance that improves transparency and comparability among companies by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. Accordingly, the standard will be effective for the Company on September 1, 2019. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In March 2016, the FASB issued updated guidance that simplifies several aspects of accounting for share-based payment transactions. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016 and, depending on the amendment, must be applied using a prospective transition method, retrospective transition method, modified retrospective transition method, prospectively and/or retroactively, with early adoption permitted. Accordingly, the Company adopted this standard ~~will be effective for the Company~~ on August 27, 2017. The ~~Company~~adoption impact on the consolidated balance sheet as of February 24, 2018 was a cumulative-effect adjustment of $0.7 million, decreasing retained earnings and increasing capital surplus. The impact of the adoption on the consolidated statement of income was a decrease of $0.6 million and $2.2 million in the provision for income taxes during the thirteen and twenty-six weeks ended February 24, 2018 respectively. As a result of the adoption of the updated guidance, our excess tax benefit is ~~currently evaluating~~no longer included in our calculation of diluted shares under the ~~impact that this guidance will~~

UniFirst Corporation and Subsidiaries

Notesto Consolidated Financial Statements (Continued)

treasury stock method, resulting in an increase of a nominal amount of shares in the effect of dilutive securities for the thirteen and twenty-six weeks ended February 24, 2018. The election to recognize forfeitures of share-based awards as they occur resulted in an increase of $0.1 million and $0.2 million in share-based compensation for the thirteen and twenty-six weeks ended February 24, 2018 respectively. Prior periods have ~~on its financial statements and related disclosures.~~not been adjusted.

In August 2016, the FASB issued updated guidance that reduces diversity in how certain cash receipts and cash payments are presented and classified in the Consolidated Statements of Cash Flows. This guidance will be effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2017 and will be required to be applied retrospectively, with early adoption permitted. Accordingly, the standard will be effective for the Company on August 26, 2018. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In October 2016, the FASB issued updated guidance to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This guidance will be effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2017 and will be required to be applied on a modified retrospective basis, with early adoption permitted. Accordingly, the standard will be effective for the Company on August 26, 2018. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU allows a reclassification from AOCI to retained earnings for tax effects resulting from the Tax Cuts and Jobs Act (the “Act”) and requires certain new disclosures. ASU 2018-02 will be effective for the Company for fiscal years beginning after December 15, 2018, with early adoption permitted.The update should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. The Company elected to early adopt ASU 2018-02 in the second quarter of fiscal 2018. The effect of the adoption of the standard was an increase in AOCI of $1.2 million with the offset to retained earnings as recorded in the Company’s consolidated balance sheet and statement of changes in stockholders’ equity for the twenty-six weeks ended February 24, 2018.

3. Business Acquisitions

During the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, the Company completed ~~four~~three business acquisitions ~~(including Arrow discussed below)~~ with an aggregate purchase price of approximately ~~$122.7~~$25.8 million. The initial allocation of the purchase price is incomplete with respect to certain assets acquired. The Company is still in the process of measuring the fair value of intangible assets acquired and liabilities assumed. 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~~pro-forma financial information has not been presented.

On September 19, 2016, the Company completed an acquisition of Arrow Uniform (“Arrow”) for approximately $118.3 million and contingent consideration subject to certain holdback provisions of $1.5 million. The all-cash transaction was structured as an asset acquisition, with the Company acquiring substantially all of Arrow’s assets and a limited amount of liabilities. Arrow, headquartered in Taylor, Michigan, provided uniform and facility service rental programs as well as direct sales uniform programs to a wide range of large and small customers. Arrow operated from 12 locations with nearly 700 employees in five Midwestern states.

The Arrow acquisition was accounted for using the purchase method of accounting. The initial allocation of the purchase price is incomplete with respect to certain assets acquired from Arrow. The Company is still in the process of measuring the fair value of intangible assets acquired and liabilities assumed. The Company has engaged specialists to assist in the valuation of intangible assets for which certain assumptions have not yet been finalized. The table below summarizes the preliminary purchase price allocation to the estimated fair value of assets acquired and liabilities assumed at the acquisition date. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represents the estimated future economic benefits arising from expected synergies and growth opportunities for the Company. All of the goodwill and intangible assets were allocated to the US and Canadian Rental and Cleaning segment and are deductible for tax purposes. The cash paid upon closing for the acquisition was approximately $119.9 million. The difference between the cash paid and the total purchase price represents amounts owed from the seller as a result of final closing adjustments. As such, a receivable due from the seller of $1.6 million is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheet as of May 27, 2017.

~~UniFirst Corporation and Subsidiaries~~

~~Notesto Consolidated Financial Statements (Continued)~~

~~The components of the consideration transferred in conjunction with the Arrow acquisition and the preliminary allocation of that consideration is as follows (in thousands):~~

Receivables $ 7,365
Inventories 1,824
Rental merchandise in service 7,175
Prepaid expense and other current assets 1,722
Property, plant and equipment 2,619
Goodwill 51,767
Customer contracts 41,199
Other intangible assets 2,580
Other assets 4,790
Accrued liabilities (2,705 )
Total Purchase Price $ 118,336

Goodwill, customer contracts and other intangible assets are estimated utilizing Level 3 valuation inputs to the fair value hierarchy, which are unobservable and consist of discounted future cash flow estimates, while the remaining assets acquired and liabilities assumed were measured using Level 2 inputs which principally include estimated market values of comparable assets.

4. Fair Value Measurements

US GAAP establishes a framework for measuring fair value and establishes disclosure requirements about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit 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 financial instruments.

~~The fair value hierarchy prescribed under US GAAP contains three levels as follows:~~

~~Level 1 – Quoted prices in active markets for identical assets or liabilities.~~

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities 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 observable market data.

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 certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

All financial 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 fair value hierarchy based on the inputs used to determine the fair value at the measurement date. The assets or liabilities measured at fair value on a recurring basis are summarized in the tables below (in thousands):


	As of May 27, 2017								As of February 24, 2018
	Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents	$	179,028	$	—	$	—	$	179,028	$	79,297	$	—	$	—	$	79,297
Pension plan assets	—		4,703		—		4,703		—		5,043		—		5,043
Total assets at fair value									$	79,297	$	5,043	$	—	$	84,340
Liabilities:
Foreign currency forward contracts	—		393		—		393		$	—	$	54	$	—	$	54
Total assets at fair value	$	179,028	$	5,096	$	—	$	184,124
Total liabilities at fair value									$	—	$	54	$	—	$	54

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)


	As of August 27, 2016								As of August 26, 2017
	Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents	$	172,760	$	—	$	—	$	172,760	$	81,253	$	—	$	—	$	81,253
Pension plan assets	—		4,753		—		4,753		—		5,097		—		5,097
Total assets at fair value									$	81,253	$	5,097	$	—	$	86,350
Liabilities:
Foreign currency forward contracts	—		188		—		188		$	—	$	177	$	—	$	177
Total assets at fair value	$	172,760	$	4,941	$	—	$	177,701
Total liabilities at fair value									$	—	$	177	$	—	$	177

The Company’s cash equivalents listed above represent money market securities and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company does not adjust the quoted market price for such financial instruments.

The Company’s pension plan assets listed above represent guaranteed deposit accounts that are 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 amounts held in the guaranteed deposit account during the next calendar year. In determining the interest rate to be applied, PRIAC considers the investment performance 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 fair value hierarchy.

The Company’s foreign currency forward contracts represent contracts the Company has entered into to exchange Canadian dollars for U.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 were included in other ~~assets~~liabilities as of ~~May 27,~~February 24, 2018 and August 26, 2017. 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.

5. Derivative Instruments and Hedging Activities

The Company uses derivative financial instruments to mitigate its exposure to fluctuations in foreign currencies on certain forecasted transactions denominated in foreign currencies. US 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 offsetting 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 January 2015, the Company entered into sixteen forward contracts to exchange Canadian dollars (“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, beginning in the third fiscal quarter of 2015 and continuing through the second fiscal quarter of 2019. In total, the Company will sell approximately 31.0 million CAD at an average Canadian-dollar exchange rate of 0.7825 over these quarterly periods. The Company concluded that the forward contracts met the criteria to qualify as a cash flow hedge under US GAAP. Accordingly, the Company has reflected all changes in the fair value of the forward contracts in accumulated other comprehensive (loss) income, a component of shareholders’ equity. Upon the maturity of each foreign exchange forward contract, the gain or loss on the contract will be recorded as an adjustment to revenues.

As of ~~May 27, 2017,~~February 24, 2018, the Company had forward contracts with a notional value of approximately ~~11.1~~6.8 million CAD outstanding and recorded nominal amounts for the fair value of the contracts ~~of $0.1 million~~ in other ~~long-term assets and $0.2 million in prepaid expenses and other~~ current ~~assets~~liabilities with a corresponding ~~gain~~loss in accumulated other comprehensive ~~(loss) income of $0.2 million,~~loss, which was recorded net of tax. During the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, the Company reclassified ~~$0.2 million~~a nominal amount from accumulated other comprehensive ~~(loss) income~~loss to revenue, related to the derivative financial instruments. The ~~gain~~loss in accumulated other comprehensive ~~(loss) income~~loss as of ~~May 27, 2017~~February 24, 2018 is expected to be reclassified to revenues prior to its maturity on February 22, 2019.

~~UniFirst Corporation and Subsidiaries~~

~~Notesto Consolidated Financial Statements (Continued)~~

6. Employee Benefit Plans

Defined Contribution 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 the thirteen weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 ~~and May 28, 2016~~ were ~~$3.7~~$3.9 million and ~~$3.6~~$3.7 million, respectively. Contributions charged to expense under the plan for the ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 ~~and May 28, 2016~~ were ~~$11.0~~$8.0 million and ~~$10.8~~$7.3 million respectively.

Pension Plans and Supplemental Executive Retirement Plans

The Company maintains an unfunded Supplemental Executive Retirement Plan for certain eligible employees of the Company aand two frozen non-contributory defined benefit pension ~~plan covering union employees at one of its locations, and a frozen pension plan the Company assumed in connection with its acquisition of Textilease Corporation in fiscal 2004.~~plans. The amounts charged to expense related to these plans for ~~both~~ the thirteen weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 were $0.6 million and ~~May 28, 2016 were~~ $0.9 ~~million.~~million, respectively. The amounts charged to expense related to these plans for ~~both~~ the ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 were $1.3 million and ~~May 28, 2016 were $2.6 million.~~$1.7 million respectively.

UniFirst Corporation and Subsidiaries

Notesto Consolidated Financial Statements (Continued)

7. Net Income Per Share

The Company calculates net income per share ~~in accordance with US GAAP, which requires the Company to allocate~~by allocating income to its unvested participating securities as part of its earnings per share (“EPS”) calculations. The following table sets forth the computation of basic earnings per share using the two-class method for amounts attributable to the Company’s shares of Common Stock and Class B Common Stock (in thousands, except per share data):

Thirteen weeks ended Thirty-nine weeks ended
May 27, 2017 May 28, 2016 May 27, 2017 May 28, 2016

Net income available to shareholders $ 24,362
$ 30,144
$ 75,092
$ 89,532

Allocation of net income for Basic:

Common Stock $ 19,307
$ 23,939
$ 59,486
$ 71,172
Class B Common Stock 4,883
6,061
15,068
17,956
Unvested participating shares 172
144
538
404
$ 24,362
$ 30,144
$ 75,092
$ 89,532

Weighted average number of shares for Basic:

Common Stock 15,326
15,253
15,305
15,238
Class B Common Stock 4,846
4,827
4,846
4,805
Unvested participating shares 136
97
139
96
20,308
20,177
20,290
20,139

Earnings per share for Basic:
Common Stock $ 1.26
$ 1.57
$ 3.89
$ 4.67
Class B Common Stock $ 1.01
$ 1.26
$ 3.11
$ 3.74

~~UniFirst Corporation and Subsidiaries~~

~~Notesto Consolidated Financial Statements (Continued)~~



	Thirteen weeks ended				Twenty-six weeks ended
	February 24, 2018		February 25, 2017		February 24, 2018		February 25, 2017

Net income available to shareholders	$	58,378	$	22,516	$	92,584	$	50,730

Allocation of net income for Basic:
Common Stock	$	46,744	$	17,836	$	74,126	$	40,178
Class B Common Stock	11,634		4,518		18,458		10,184
Unvested participating shares	—		162		—		368
	$	58,378	$	22,516	$	92,584	$	50,730

Weighted average number of shares for Basic:
Common Stock	15,481		15,305		15,471		15,295
Class B Common Stock	4,816		4,846		4,816		4,846
Unvested participating shares	—		139		—		140
	20,297		20,290		20,287		20,281

Earnings per share for Basic:
Common Stock	$	3.02	$	1.17	$	4.79	$	2.63
Class B Common Stock	$	2.42	$	0.93	$	3.83	$	2.10

The Company is required to calculate diluted EPS for Common Stock using the more dilutive of the following two methods:

The treasury stock method; or

The two-class method assuming a participating security is not exercised or converted.

UniFirst Corporation and Subsidiaries

Notesto Consolidated Financial Statements (Continued)

For the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 24, 2018, the Company’s diluted EPS assumes the conversion of all vested 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 earnings per share of Common Stock for the thirteen and twenty-six weeks ended February 24, 2018 (in thousands, except per share data):



	Thirteen weeks ended February 24, 2018					Twenty-six weeks ended February 24, 2018
	Earnings to Common shareholders		Common Shares	EPS		Earnings to Common shareholders		Common Shares	EPS

As reported - Basic	$	46,744	15,481	$	3.02	$	74,126	15,471	$	4.79

Add: effect of dilutive potential common shares
Share-Based Awards	—		166			—		147
Class B Common Stock	11,634		4,816			18,458		4,816

Add: Undistributed earnings allocated to unvested participating shares	—		—			—		—

Less: Undistributed earnings reallocated to unvested participating shares	—		—			—		—

As reported – Diluted	$	58,378	20,463	$	2.85	$	92,584	20,434	$	4.53

Share-based awards that would result in the issuance of 4,368 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen weeks ended February 24, 2018 because they were anti-dilutive. Share-based awards that would result in the issuance of 1,001 shares of Common Stock were excluded from the calculation of diluted earnings per share for the twenty-six weeks ended February 24, 2018 because they were anti-dilutive.

UniFirst Corporation and Subsidiaries

Notesto Consolidated Financial Statements (Continued)

For the thirteen and twenty-six weeks ended February 25, 2017, the Company’s diluted EPS assumes the conversion of all vested 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 earnings per share of Common Stock for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 25, 2017 (in thousands, except per share data):


	Thirteen weeks ended May 27, 2017						Thirty-nine weeks ended May 27, 2017						Thirteen weeks ended February 25, 2017						Twenty-six weeks ended February 25, 2017
	Earnings to Common shareholders			Common Shares	EPS		Earnings to Common shareholders			Common Shares	EPS		Earnings to Common shareholders			Common Shares	EPS		Earnings to Common shareholders			Common Shares	EPS

As reported - Basic	$	19,307		15,326	$	1.26	$	59,486		15,305	$	3.89	$	17,836		15,305	$	1.17	$	40,178		15,295	$	2.63

Add: effect of dilutive potential common shares
Share-Based Awards	—			107			—			103			—			112			—			109
Class B Common Stock	4,883			4,846			15,068			4,846			4,518			4,846			10,184			4,846

Add: Undistributed earnings allocated to unvested participating shares	166			—			523			—			158			—			357			—

Less: Undistributed earnings reallocated to unvested participating shares	(157		)	—			(496		)	—			(150		)	—			(338		)	—

Diluted EPS – Common Stock	$	24,199		20,279	$	1.19	$	74,581		20,254	$	3.68
As reported – Diluted													$	22,362		20,263	$	1.10	$	50,381		20,250	$	2.49

Share-based awards that would result in the issuance of ~~12,293~~11,821 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen weeks ended ~~May 27,~~February 25, 2017 because they were anti-dilutive. There were 6no share-based awards that were excluded from the calculation of diluted earnings per share for the ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 25, 2017 because they were anti-dilutive.

~~UniFirst Corporation and Subsidiaries~~

~~Notesto Consolidated Financial Statements (Continued)~~

For the thirteen and thirty-nine weeks ended May 28, 2016, the Company’s diluted EPS assumes the conversion of all vested Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares as it was the more dilutive of the two methods. The following table sets forth the computation of diluted earnings per share of Common Stock for the thirteen and thirty-nine weeks ended May 28, 2016 (in thousands, except per share data):

Thirteen weeks ended
May 28, 2016 Thirty-nine weeks ended
May 28, 2016
Earnings
to Common
shareholders
Common
Shares
EPS Earnings
to Common
shareholders
Common
Shares
EPS

As reported - Basic $ 23,939
15,253
$ 1.57
$ 71,172
15,238
$ 4.67

Add: effect of dilutive potential common shares
Share-based awards —
103

—
98

Class B Common Stock 6,061
4,827

17,956
4,805

Add: Undistributed earnings allocated to unvested participating shares 141
—

395
—

Less: Undistributed earnings reallocated to unvested participating shares (134 ) —

(374 ) —

Diluted EPS – Common Stock $ 30,007
20,183
$ 1.49
$ 89,149
20,141
$ 4.43

Share-based awards that would result in the issuance of 14,959 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen weeks ended May 28, 2016 because they were anti-dilutive. Share-based awards that would result in the issuance of 6,716 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirty-nine weeks ended May 28, 2016 because they were anti-dilutive.

8. Inventories

Inventories are stated at the lower of cost or ~~market~~net realizable value, net of any reserve for excess and obsolete inventory. Work-in-process and finished 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 usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required. The Company uses the first-in, first-out (“FIFO”) method to value its inventories.

The components of inventory as of ~~May 27, 2017~~February 24, 2018 and August ~~27, 2016~~26, 2017 were as follows (in thousands):


	May 27, 2017		August 27, 2016		February 24, 2018		August 26, 2017
Raw materials	$	16,109	$	16,826	$	12,953	$	18,468
Work in process	3,398		2,275		3,227		4,159
Finished goods	52,605		59,786		68,329		56,441
Total inventories	$	72,112	$	78,887	$	84,509	$	79,068

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

9. Goodwill and Other Intangible Assets

As discussed in Note 3, “Acquisitions”, when the Company acquires a business, the amount assigned to the tangible assets and liabilities 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 changes in the carrying amount of goodwill are as follows (in thousands):


Balance as of August 27, 2016	$	320,641
Balance as of August 26, 2017				$	376,110
Goodwill recorded during the period	52,767			13,367
Other	(112		)	(12		)

Balance as of May 27, 2017	$	373,296
Balance as of February 24, 2018				$	389,465

Intangible assets, net in the Company’s accompanying Consolidated Balance Sheets are as follows (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
May 27, 2017
February 24, 2018
Customer contracts	$	209,359	$	138,040	$	71,319	$	215,233	$	146,900	$	68,333
Other intangible assets	33,977		29,455		4,522		34,877		30,773		4,104
	$	243,336	$	167,495	$	75,841	$	250,110	$	177,673	$	72,437
August 27, 2016
August 26, 2017
Customer contracts	$	165,405	$	129,551	$	35,854	$	208,711	$	141,226	$	67,485
Other intangible assets	31,382		28,572		2,810		34,249		29,990		4,259
	$	196,787	$	158,123	$	38,664	$	242,960	$	171,216	$	71,744

10. Asset Retirement Obligations

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 approximately one to ~~twenty-seven~~twenty-six years.

A reconciliation of the Company’s asset retirement liability for the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 was as follows (in thousands):


	May 27, 2017			February 24, 2018
Beginning balance as of August 27, 2016	$	13,032
Beginning balance as of August 26, 2017				$	13,400
Accretion expense	636			470
Effect of exchange rate changes	(10		)	164
Change in estimate	(537		)	(405		)
Ending balance as of May 27, 2017	$	13,121
Ending balance as of February 24, 2018				$	13,629

Asset retirement obligations are included in current and long-term accrued liabilities in the accompanying Consolidated Balance Sheets.

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Commitments and Contingencies

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 ~~waste~~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. InOver the ~~past,~~years, the Company has settled, or contributed to the settlement of, actions or claims brought against the Company relating to the disposal of hazardous materials 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.

USU.S. GAAP requires that a liability for contingencies 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. 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 orders or decrees, management’s estimates of costs, risk-free interest rates, insurance proceeds, participation by 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.

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 the presence of such hazardous or toxic substances. There can be no assurances 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 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 sites located in or related to Woburn, Massachusetts, Somerville, Massachusetts, Springfield, Massachusetts, Uvalde, Texas, Stockton, California, three sites related to former operations in Williamstown, Vermont, as well as sites located in Goldsboro, North Carolina, Wilmington, North Carolina, and Landover, ~~Maryland and Syracuse, New York.~~Maryland.

The Company has accrued certain costs related to the sites described above as it has been determined that the costs are probable and can be reasonably estimated. The Company has potential exposure related to a parcel of land (the "Central Area") related to the Woburn, Massachusetts site mentioned above. Currently, the consent decree for the Woburn site does not define or require any remediation work in the Central Area. The United States Environmental Protection Agency (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 Company, 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. The Company has accrued costs to perform certain work responsive to EPA's comments. The Company has implemented mitigation measures and continues to monitor environmental conditions at the Somerville, Massachusetts site. In addition, the Company has received demands from the local transit authority for reimbursement of certain costs associated with its construction of a new municipal transit station in the area of the Company’s Somerville site. This station is part of a planned extension of the transit system. Due to cost projections of the extension which now substantially exceed original estimates, the local transit authority had placed the extension on hold pending its redesign and receipt of related state and federal approvals and funding increases, and it is now proceeding with the bidding process. The Company has 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. The Company has also received notice that the Massachusetts Department of Environmental Protection is conducting an audit of the Company’s investigation and remediation work with respect to the Somerville site.

During the fourth quarter of fiscal 2016, the Company entered into a settlement related to environmental litigation which resulted in a $15.9 million gain that was recorded as a reduction of selling and administrative expenses. This gain consisted of amounts previously received but not recognized into income as well as amounts that the Company received in September 2016.

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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;

•Information 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 USU.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 inflation until the time of expected payment and discounts the cost to present value using current risk-free interest rates. As of ~~May 27, 2017,~~February 24, 2018, the risk-free interest rates utilized by the Company ranged from ~~2.3%~~2.9% to ~~2.9%~~3.2%.

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 Consolidated Statements of Income. The changes to the Company’s environmental liabilities for the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 were as follows (in thousands):


	May 27, 2017			February 24, 2018
Beginning balance as of August 27, 2016	$	26,748
Beginning balance as of August 26, 2017				$	25,419
Costs incurred for which reserves had been provided	(1,379		)	(627		)
Insurance proceeds	91			56
Interest accretion	450			346
Change in discount rates	(1,370		)	(858		)

Balance as of May 27, 2017	$	24,540
Balance as of February 24, 2018				$	24,336

Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of ~~May 27, 2017,~~February 24, 2018, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below.


(In thousands)	2017			2018			2019			2020			2021			Thereafter			Total			2018			2019			2020			2021			2022			Thereafter			Total
Estimated costs – current dollars	$	8,295		$	1,859		$	1,492		$	1,284		$	1,172		$	12,390		$	26,492		$	8,658		$	1,880		$	1,477		$	1,305		$	1,157		$	12,304		$	26,781

Estimated insurance proceeds	(81		)	(159		)	(173		)	(159		)	(173		)	(1,130		)	(1,875		)	(103		)	(173		)	(159		)	(173		)	(159		)	(993		)	(1,760		)

Net anticipated costs	$	8,214		$	1,700		$	1,319		$	1,125		$	999		$	11,260		$	24,617		$	8,555		$	1,707		$	1,318		$	1,132		$	998		$	11,311		$	25,021

Effect of inflation																			7,706																					7,623
Effect of discounting																			(7,783		)																			(8,308		)

Balance as of May 27, 2017																			$	24,540
Balance as of February 24, 2018																																								$	24,336

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 remediation and monitoring costs for three sites related to former operations in Williamstown, Vermont. 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.

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

As of ~~May 27, 2017,~~February 24, 2018, 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 ~~$3.7~~$3.6 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 estimated costs at the site in Uvalde, Texas.

The Company’s nuclear garment decontamination facilities are licensed by the Nuclear Regulatory Commission (“NRC”), or, in certain cases, by the applicable state agency, and are subject to regulation by federal, state and local authorities. The Company also has nuclear garment decontamination facilities in the United Kingdom and the Netherlands. These facilities are licensed and regulated by the respective country’s applicable federal 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 the Company or disruptions in its ability to service such facilities. 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 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.

While it is impossible for the Company to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with USU.S. GAAP. It is 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.

12. Income Taxes

In accordance with ASC 740, Income Taxes (“ASC 740”), each interim period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.

The Company’s effective tax rate for the thirteen weeks ended February 24, 2018 was (34.0)% compared to a provision of 39.8% for the corresponding period in the prior year. The Company’s effective tax rate for the twenty-six weeks ended February 24, 2018 was 4.2% compared to 39.2% for the corresponding period in the prior year. The reduction in the effective tax rates in the thirteen and twenty-six weeks ended February 24, 2018 as compared to the corresponding periods in the prior year was due primarily to the impact of the Act enacted on December 22, 2017. As a result of this law, U.S. corporations will be subject to lower income tax rates, which also caused the Company to remeasure its U.S. net deferred tax liabilities at the lower rates. The remeasurement of the Company's net deferred tax assets and liabilities resulted in an estimated net benefit of $22.7 million recorded to the Company’s provision for income taxes. Also because of this law, the Company will be subject to a one-time transition tax for the deemed repatriation of its foreign earnings. The Company recorded an estimated charge of $2.5 million for this transition tax which partially offset the benefit mentioned above. For the thirteen and twenty-six weeks ended February 24, 2018, the Company’s effective tax rates also were lower than the statutory tax rate due to the tax benefit from restricted stock units upon vesting.

U.S. Tax Reform

The Act reduces the U.S. federal corporate income tax rate ~~was 38.1%~~from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and ~~38.9%~~creates new taxes on certain foreign sourced earnings.

As of February 24, 2018, the Company had not completed its accounting for the tax effects of enactment of the Act; however, as described below, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax, and recognized a provisional net benefit of $20.2 million, which is included in income tax expense for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 24, 2018.

On December 22, 2017, ~~respectively,~~the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Act (“SAB 118”) directing SEC registrants to consider the impact of the U.S. legislation as ~~compared~~“provisional” when they do not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to ~~38.1%~~complete their accounting for the

UniFirst Corporation and ~~38.7%~~Subsidiaries

Notesto Consolidated Financial Statements (Continued)

change in tax law. In accordance with SAB 118, the amounts recorded related to accounting for the Act represent the Company’s best estimate based on its interpretation of the U.S. legislation as the Company is still accumulating data to finalize the underlying calculations, or in certain cases, the U.S. Treasury is expected to issue further guidance on the application of certain provisions of the U.S. legislation. In addition, we also used assumptions and estimates that may change as a result of future guidance and interpretation from the Internal Revenue Service, the SEC, the FASB and various other taxing jurisdictions. In particular, we anticipate that the U.S. state jurisdictions will continue to determine and announce their conformity or decoupling from the Act, either in its entirety or with respect to specific provisions. All of these potential legislative and interpretive actions could result in adjustments to our provisional estimates when the accounting for the income tax effects of the Act is completed.

In the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 28, 2016 respectively.~~ February 24, 2018, the Company revised its estimated annual effective rate to reflect a change in the federal statutory income tax rate from 35% to 21%. The rate change is administratively effective at the beginning of the Company’s fiscal year, using a blended rate for the annual period. The Company's blended federal statutory income tax rate for fiscal 2018 is 25.9%.

The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is 25.9% for fiscal 2018 reversals and 21% for post-fiscal 2018 reversals. However, the Company is still analyzing certain aspects of the Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional net benefit amount recorded related to the re-measurement of the Company’s deferred tax balance was $22.7 million.

The one-time transition tax is based on the Company’s total post-1986 earnings and profits (“E&P”) which were previously deferred from U.S. income taxes. The Company recorded a provisional amount for its one-time transition tax liability related to the deemed repatriation of the earnings of its foreign subsidiaries, resulting in an increase in income tax expense of $2.5 million in the thirteen and twenty-six weeks ended February 24, 2018. The Company has not yet finalized its calculation of the total post-1986 foreign E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of its post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax and any additional outside basis difference inherent in these entities as these amounts continue to be indefinitely reinvested in foreign operations. The Company continues to evaluate this assertion in its ongoing analysis of the effects of tax reform on the Company's strategic initiatives. The Company believes that determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable.

Uncertain tax positions

The Company recognizes 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. During the ~~thirty-nine~~thirteen and twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, there were no material changes in the amount of unrecognized tax benefits or the amount accrued for interest and penalties.

All U.S. and Canadian federal income tax statutes have lapsed for filings up to and including fiscal years ~~2013~~2012 and 2009, respectively, and the Company has concluded an audit of U.S. federal income taxes for 2010 and 2011. With a few exceptions, the Company is no longer subject to state and local income tax examinations for periods prior to fiscal ~~2012.~~2013. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months.

13. Long-Term Debt

On April 11, 2016, the Company entered into an amended and restated $250 million unsecured revolving credit agreement (the “Credit Agreement”) with a syndicate of banks, which matures on April 11, 2021. ~~The Credit Agreement amended and restated the Company’s prior $250.0 million revolving credit agreement, which was scheduled to mature on May 4, 2016.~~ Under the Credit Agreement, the Company is able to 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 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 as defined in the Credit Agreement. The Company tests its compliance with these financial covenants on a fiscal quarterly basis. At ~~May 27, 2017,~~February 24, 2018, the interest rates applicable to the Company’s borrowings under the Credit Agreement would be calculated as LIBOR plus 75 basis points at the time of the respective borrowing. As of ~~May 27, 2017,~~February 24, 2018, the Company had no ~~outstanding borrowings and had outstanding letters of credit amounting to $66.2 million, leaving $183.8 million available for borrowing under the Credit Agreement.~~

~~As of May 27, 2017, the Company was in compliance with all covenants under the Credit Agreement.~~

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

outstanding borrowings and had outstanding letters of credit amounting to $77.6 million, leaving $172.4 million available for borrowing under the Credit Agreement.

As of February 24, 2018, the Company was in compliance with all covenants under the Credit Agreement.

14. Accumulated Other Comprehensive Income (Loss)~~Income~~

The changes in each component of accumulated other ~~comprehensive~~income (loss) ~~income,~~, net of tax, for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017 ~~and May 28, 2016~~ were as follows (in thousands):

Thirteen weeks ended May 27, 2017

Foreign
Currency
Translation

Pension-
related (1)

Derivative
Financial
Instruments (1)

Total
Accumulated Other Comprehensive (Loss)
Income
Balance as of February 25, 2017 $ (22,611 ) $ (8,251 ) $ 135
$ (30,727 )

Other comprehensive (loss) income before reclassification (1,550 ) —
211
(1,339 )
Amounts reclassified from accumulated other comprehensive (loss) income —
—
(105 ) (105 )
Net current period other comprehensive (loss) income (1,550 ) —
106
(1,444 )

Balance as of May 27, 2017 $ (24,161 ) $ (8,251 ) $ 241
$ (32,171 )



	Thirteen weeks ended February 24, 2018
	Foreign Currency Translation			Pension- related (1) (2)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income
Balance as of November 25, 2017	$	(17,945	)	$	(5,477	)	$	(23	)	$	(23,445	)

Other comprehensive income (loss) before reclassification	1,250			—			(23		)	1,227
Amounts reclassified from accumulated other comprehensive income (loss)	—			(1,192		)	10			(1,182		)
Net current period other comprehensive income (loss)	1,250			(1,192		)	(13		)	45

Balance as of February 24, 2018	$	(16,695	)	$	(6,669	)	$	(36	)	$	(23,400	)


	Thirty-nine weeks ended May 27, 2017												Twenty-six weeks ended February 24, 2018
	Foreign Currency Translation			Pension- related (1)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Pension- related (1) (2)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income
Balance as of August 27, 2016	$	(20,814	)	$	(8,251	)	$	116		$	(28,949	)
Balance as of August 26, 2017													$	(15,932	)	$	(5,477	)	$	(109	)	$	(21,518	)

Other comprehensive (loss) income before reclassification	(3,347		)	—			333			(3,014		)	(763		)	—			59			(704		)
Amounts reclassified from accumulated other comprehensive (loss) income	—			—			(208		)	(208		)	—			(1,192		)	14			(1,178		)
Net current period other comprehensive (loss) income	(3,347		)	—			125			(3,222		)	(763		)	(1,192		)	73			(1,882		)

Balance as of May 27, 2017	$	(24,161	)	$	(8,251	)	$	241		$	(32,171	)
Balance as of February 24, 2018													$	(16,695	)	$	(6,669	)	$	(36	)	$	(23,400	)

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Thirteen weeks ended May 28, 2016

Foreign
Currency
Translation

Pension-
related (1)

Derivative
Financial
Instruments (1)

Total
Accumulated Other
Comprehensive (Loss)
Income
Balance as of February 27, 2016 $ (24,006 ) $ (4,937 ) $ 516
$ (28,427 )

Other comprehensive (loss) income before reclassification 3,806
—
(344 ) 3,462
Amounts reclassified from accumulated other comprehensive (loss) income —
—
(36 ) (36 )
Net current period other comprehensive (loss) income 3,806
—
(380 ) 3,426

Balance as of May 28, 2016 $ (20,200 ) $ (4,937 ) $ 136
$ (25,001 )



	Thirteen weeks ended February 25, 2017
	Foreign Currency Translation			Pension- related (1)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income
Balance as of November 26, 2016	$	(25,943	)	$	(8,251	)	$	364		$	(33,830	)

Other comprehensive income (loss) before reclassification	3,332			—			(202		)	3,130
Amounts reclassified from accumulated other comprehensive (loss) income	—			—			(27		)	(27		)
Net current period other comprehensive income (loss)	3,332			—			(229		)	3,103

Balance as of February 25, 2017	$	(22,611	)	$	(8,251	)	$	135		$	(30,727	)


	Thirty-nine weeks ended May 28, 2016												Twenty-six weeks ended February 25, 2017
	Foreign Currency Translation			Pension- related (1)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Pension- related (1)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income
Balance as of August 29, 2015	$	(20,423	)	$	(4,719	)	$	729		$	(24,413	)
Balance as of August 27, 2016													$	(20,814	)	$	(8,251	)	$	116		$	(28,949	)

Other comprehensive (loss) income before reclassification	223			(261		)	(392		)	(430		)	(1,797		)	—			122			(1,675		)
Amounts reclassified from accumulated other comprehensive (loss) income	—			43			(201		)	(158		)	—			—			(103		)	(103		)
Net current period other comprehensive (loss) income	223			(218		)	(593		)	(588		)	(1,797		)	—			19			(1,778		)

Balance as of May 28, 2016	$	(20,200	)	$	(4,937	)	$	136		$	(25,001	)
Balance as of February 25, 2017													$	(22,611	)	$	(8,251	)	$	135		$	(30,727	)

(1)Amounts are shown net of ~~tax~~

~~Amounts reclassified from accumulated other comprehensive (loss) income, net of tax, for the thirteen and thirty-nine weeks ended May 27, 2017 and May 28, 2016 were as follows (in thousands):~~

Thirteen weeks ended Thirty-nine weeks ended
May 27, 2017 May 28, 2016 May 27, 2017 May 28, 2016
Pension benefit liabilities, net:
Actuarial losses $ —
$ —
$ —
$ 43
(a)
Total, net of tax —
—
—
43

Derivative financial instruments, net:
Forward contracts (b) (105 ) (36 ) (208 ) (201 )
Total, net of tax (105 ) (36 ) (208 ) (201 )

Total amounts reclassified, net of tax $ (105 ) $ (36 ) $ (208 ) $ (158 )

~~(a)Amounts included in selling and administrative expenses in the accompanying Consolidated Statements of Income.~~tax.

~~(b)~~(2)~~Amounts included in revenues in~~Current period activity represents the ~~accompanying Consolidated Statements~~impact of ~~Income.~~the adoption of ASU 2018-02. See Note 2 for further details.

UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Amounts reclassified from accumulated other comprehensive income (loss), net of tax, for the thirteen and twenty-six weeks ended February 24, 2018 and February 25, 2017 were as follows (in thousands):



	Thirteen weeks ended						Twenty-six weeks ended
	February 24, 2018			February 25, 2017			February 24, 2018			February 25, 2017
Pension benefit liabilities, net:
Tax effect reclass (a)	$	(1,192	)	$	—		$	(1,192	)	$	—
Total, net of tax	(1,192		)	—			(1,192		)	—
Derivative financial instruments, net:
Forward contracts (b)	10			(27		)	14			(103		)
Total, net of tax	10			(27		)	14			(103		)

Total amounts reclassified, net of tax	$	(1,182	)	$	(27	)	$	(1,178	)	$	(103	)

(a)Current period activity represents the impact of the adoption of ASU 2018-02. See Note 2 for further details.

(b)Amounts included in revenues in the accompanying Consolidated Statements of Income.

15. Segment Reporting

Operating segments are identified as components of an enterprise for which separate discrete financial 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 performance. The Company’s chief operating decision maker is the Company’s Chief Executive ~~Management Committee.~~Officer. The Company has six operating segments based on the information reviewed by its Chief Executive ~~Management Committee: US~~Officer: U.S. Rental and Cleaning, Canadian Rental and Cleaning, Manufacturing (“MFG”), Corporate, Specialty Garments Rental and Cleaning (“Specialty Garments”) and First Aid. The USU.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments have been combined to form the USU.S. and Canadian Rental and Cleaning reporting segment, and as a result, the Company has five reporting segments.

The USU.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 USU.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 primarily for the purpose of providing these goods to the USU.S. and Canadian Rental and Cleaning reporting segment. MFG revenues are generated when goods are shipped from the Company’s manufacturing facilities, or its subcontract manufacturers, to other Company locations. These revenues are recorded at a transfer price which is typically in excess of the actual manufacturing 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 offsets the merchandise amortization costs incurred by the USU.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.

The Corporate operating segment consists of costs associated with the Company’s 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 by the Company directly from its distribution center. The products sold by this operating segment are the same products rented and sold by the USU.S. and Canadian Rental and Cleaning reporting segment. The majority of expenses accounted for within the Corporate segment relate to costs of the USU.S. and Canadian Rental and Cleaning segment, with the remainder of the costs relating to the Specialty Garment and First Aid segments.

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 safety supplies as well as maintains wholesale distribution and pill packaging operations.

~~UniFirst Corporation and Subsidiaries~~

~~Notesto Consolidated Financial Statements (Continued)~~

The Company refers to the USU.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 following tables (in thousands):

UniFirst Corporation and Subsidiaries

Notesto Consolidated Financial Statements (Continued)


Thirteen weeks ended	US and Canadian Rental and Cleaning			MFG		Net Interco MFG Elim			Corporate			Subtotal Core Laundry Operations			Specialty Garments		First Aid		Total			U.S. and Canadian Rental and Cleaning			MFG		Net Interco MFG Elim			Corporate			Subtotal Core Laundry Operations			Specialty Garments		First Aid		Total

May 27, 2017
February 24, 2018
Revenues	$	361,157		$	53,768	$	(53,722	)	$	5,890		$	367,093		$	29,861	$	12,880	$	409,834		$	368,386		$	59,769	$	(59,738	)	$	10,538		$	378,955		$	27,009	$	13,300	$	419,264

Income (loss) from operations	$	50,603		$	19,932	$	(1,029	)	$	(36,044	)	$	33,462		$	4,181	$	1,128	$	38,771
Operating income (loss)																						$	48,516		$	21,994	$	(2,797	)	$	(29,629	)	$	38,084		$	2,800	$	1,068	$	41,952

Interest (income) expense, net	$	(809	)	$	—	$	—		$	—		$	(809	)	$	—	$	—	$	(809	)	$	(1,094	)	$	—	$	—		$	(336	)	$	(1,430	)	$	—	$	—	$	(1,430	)

Income (loss) before taxes	$	51,447		$	19,731	$	(1,029	)	$	(36,181	)	$	33,968		$	4,266	$	1,128	$	39,362		$	49,602		$	21,974	$	(2,797	)	$	(29,280	)	$	39,499		$	3,001	$	1,068	$	43,568


May 28, 2016
February 25, 2017
Revenues	$	325,822		$	49,482	$	(49,482	)	$	5,402		$	331,224		$	24,081	$	12,494	$	367,799		$	350,059		$	46,224	$	(46,118	)	$	8,221		$	358,386		$	21,787	$	11,254	$	391,427

Income (loss) from operations	$	49,653		$	18,633	$	(1,746	)	$	(23,756	)	$	42,784		$	3,559	$	1,574	$	47,917
Operating income (loss)																						$	42,731		$	16,652	$	1,007		$	(27,331	)	$	33,059		$	2,095	$	992	$	36,146

Interest (income) expense, net	$	(857	)	$	—	$	—		$	166		$	(691	)	$	—	$	—	$	(691	)	$	(925	)	$	—	$	—		$	(195	)	$	(1,120	)	$	—	$	—	$	(1,120	)

Income (loss) before taxes	$	50,507		$	18,609	$	(1,746	)	$	(23,915	)	$	43,455		$	3,670	$	1,574	$	48,699		$	43,691		$	16,630	$	1,007		$	(27,093	)	$	34,235		$	2,147	$	992	$	37,374

Thirty-nine weeks ended
Twenty-six weeks ended

May 27, 2017
February 24, 2018
Revenues	$	1,055,697		$	148,854	$	(148,644	)	$	21,415		$	1,077,322		$	74,004	$	36,043	$	1,187,369		$	733,904		$	123,714	$	(123,657	)	$	18,790		$	752,751		$	55,436	$	26,855	$	835,042

Income (loss) from operations	$	146,161		$	54,791	$	(961	)	$	(89,797	)	$	110,194		$	7,427	$	3,053	$	120,674
Operating income (loss)																						$	103,314		$	45,981	$	(7,534	)	$	(57,319	)	$	84,442		$	7,277	$	2,144	$	93,863

Interest (income) expense, net	$	(2,568	)	$	—	$	—		$	(162	)	$	(2,730	)	$	—	$	—	$	(2,730	)	$	(2,043	)	$	—	$	—		$	(663	)	$	(2,706	)	$	—	$	—	$	(2,706	)

Income (loss) before taxes	$	148,846		$	54,583	$	(961	)	$	(89,854	)	$	112,614		$	7,133	$	3,053	$	122,800		$	105,366		$	45,884	$	(7,534	)	$	(56,613	)	$	87,103		$	7,354	$	2,144	$	96,601


May 28, 2016
February 25, 2017
Revenues	$	981,703		$	137,733	$	(137,733	)	$	15,923		$	997,626		$	71,302	$	35,352	$	1,104,280		$	694,540		$	95,086	$	(94,922	)	$	15,525		$	710,229		$	44,143	$	23,163	$	777,535

Income (loss) from operations	$	149,496		$	49,228	$	(45	)	$	(66,794	)	$	131,885		$	8,991	$	3,528	$	144,404
Operating income (loss)																						$	95,558		$	34,859	$	68		$	(53,753	)	$	76,732		$	3,246	$	1,925	$	81,903

Interest (income) expense, net	$	(2,419	)	$	—	$	—		$	511		$	(1,908	)	$	—	$	—	$	(1,908	)	$	(1,759	)	$	—	$	—		$	(162	)	$	(1,921	)	$	—	$	—	$	(1,921	)

Income (loss) before taxes	$	151,948		$	49,243	$	(45	)	$	(67,533	)	$	133,613		$	8,915	$	3,528	$	146,056		$	97,399		$	34,852	$	68		$	(53,673	)	$	78,646		$	2,867	$	1,925	$	83,438

UniFirst Corporation and Subsidiaries

Notesto Consolidated Financial Statements (Continued)

16. Subsequent Events

On March 27, 2018, UniFirst repurchased 1.105 million shares of Class B Common Stock and 0.073 million shares of Common Stock for a combined $146.0 million in a private transaction with the Croatti family at a per share price of $124.00.

This opportunity to repurchase shares from the Croatti family was evaluated by an independent special committee of the Board of Directors (the “Special Committee”). The sale of shares by the Croatti family was executed to provide liquidity as well as for estate and family financial planning following the passing of former UniFirst Chief Executive Officer, Ronald D. Croatti.

The Special Committee determined that a repurchase of Croatti family Class B Common Stock at a discount to market was in the best interests of the Company as it is accretive to earnings per share and addresses uncertainties that may have been created if the Croatti family had pursued other liquidity options. The Special Committee undertook its evaluation with the assistance of Stifel Financial Corp. (“Stifel”) and received an opinion from Stifel to the effect that, as of March 27, 2018, the $124.00 per share in cash to be paid was fair to the Company, from a financial point of view. The entire Board of Directors other than Cynthia Croatti, who is affiliated with the selling shareholders and therefore abstained, approved the transaction upon the recommendation of the Special Committee.

On March 28, 2018, the Company announced that it will be raising its quarterly dividend to $0.1125 per share for Common Stock and to $0.09 per share for Class B Common Stock, up from $0.0375 and $0.03 per share, respectively. The amount and timing of any dividend payment is subject to the approval of the Board of Directors each quarter.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and any documents incorporated by reference contain forward looking statements within the meaning of the federal securities laws. Forward looking statements contained in this Quarterly Report on Form 10-Q and any documents incorporated by reference are subject to the safe harbor created by the Private Securities Litigation Reform 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,” or the negative versions thereof, and 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 factors that could cause actual results to differ materially from those reflected in such forward looking statements. Such factors include, but are not limited to, the ~~recent passing~~performance and success of our ~~Chairman,~~new Chief Executive Officer, ~~and President and the successful transition of his management responsibilities,~~ uncertainties caused by adverse economic conditions and their impact on our customers’ businesses and workforce levels, uncertainties regarding our ability to consummate and successfully integrate acquired businesses, our ability to maintain and grow ~~Arrow’s~~Arrow Uniform’s customer base and enhance its operating margins, 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 successfully 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, any loss of key management or other personnel, increased costs as a result of any future changes in federal or state laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding the impact of the recently passed U.S. tax reform on our business, results of operations and financial condition, uncertainties regarding the price levels of natural gas, electricity, fuel and labor, the negative effect on our business from sharply depressed oil prices, the continuing increase in domestic healthcare costs, including the ultimate impact of the Affordable Care Act, our ability to retain and grow our customer base, demand and prices for our products and services, fluctuations in our Specialty Garments business, rampant criminal activity and instability in Mexico where our principal garment manufacturing plants are located, our ability to properly and efficiently design, construct, implement and operate ~~our~~a new customer relationship management (“CRM”) computer system, interruptions or failures of our information technology systems, including as a result of cyber-attacks, additional professional and internal costs necessary for compliance with recent and proposed future changes in Securities and Exchange Commission, New York Stock Exchange and accounting rules, 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 and general economic conditions, our ability to successfully implement our business strategies and processes, including our capital allocation strategies, and other factors described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August ~~27, 2016~~26, 2017 and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update any forward looking statements to reflect events or circumstances arising after the date on which such statements are made.

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, 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, floor mats, facility service products and other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies, 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 manufacturers, maintenance facilities, restaurants, service companies, soft and durable goods wholesalers, transportation companies, and others who require employee clothing for image, identification, protection or utility purposes. We also provide our customers with restroom and cleaning supplies, including air fresheners, paper products and hand soaps.

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.

We continue to expand into additional geographic markets through acquisitions and organic growth. We currently service ~~more than~~over 300,000 customer locations in the United States, Canada and Europe from ~~more than 240~~over 250 customer service, distribution and manufacturing facilities.

As mentioned and described in Note 15 to the Consolidated Financial Statements, we have five reporting segments: USU.S. and Canadian Rental and Cleaning, MFG, Corporate, Specialty Garments and First Aid. We refer to the laundry locations of the USU.S. and Canadian Rental and Cleaning reporting segment as “industrial laundries” or “industrial laundry locations”, and to the USU.S. and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as our “Core Laundry Operations.”

Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations is based upon the Consolidated Financial Statements, which have been prepared in conformity with United States generally accepted accounting principles (“USU.S. GAAP”). As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting policies used and areas most sensitive to material changes from external factors. ~~See Note 1~~The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements presented in this report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August ~~27, 2016 for additional discussion regarding our application of these and other accounting policies.~~26, 2017.

Results of Operations

The following table presents certain selected financial data, including the percentage of revenues represented by each item, for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 and ~~May 28, 2016.~~February 25, 2017.


	Thirteen weeks ended												Thirty-nine weeks ended												Thirteen weeks ended												Twenty-six weeks ended
(In thousands, except percentages)	May 27, 2017			% of Rev.		May 28, 2016			% of Rev.		% Change		May 27, 2017			% of Rev.		May 28, 2016			% of Rev.		% Change		February 24, 2018			% of Rev.		February 25, 2017			% of Rev.		% Change		February 24, 2018			% of Rev.		February 25, 2017			% of Rev.		% Change

Revenues	$	409,834		100.0	%	$	367,799		100.0	%	11.4	%	$	1,187,369		100.0	%	$	1,104,280		100.0	%	7.5	%	$	419,264		100.0	%	$	391,427		100.0	%	7.1	%	$	835,042		100.0	%	$	777,535		100.0	%	7.4	%

Operating expenses:
Cost of revenues (1)	255,824			62.4		224,932			61.2		13.7		743,869			62.6		677,207			61.3		9.8		265,400			63.3		249,280			63.7		6.5		519,050			62.2		488,045			62.8		6.4
Selling and administrative expenses (1)	93,077			22.7		74,541			20.3		24.9		257,384			21.7		222,713			20.2		15.6		88,648			21.1		84,861			21.7		4.5		176,158			21.1		164,307			21.1		7.2
Depreciation and amortization	22,162			5.4		20,409			5.5		8.6		65,442			5.5		59,956			5.4		9.2		23,264			5.5		21,140			5.4		10.0		45,971			5.5		43,280			5.6		6.2
Total operating expenses	371,063			90.5		319,882			87.0		16.0		1,066,695			89.8		959,876			86.9		11.1		377,312			90.0		355,281			90.8		6.2		741,179			88.8		695,632			89.5		6.5

Income from operations	38,771			9.5		47,917			13.0		(19.1	)	120,674			10.2		144,404			13.1		(16.4	)
Operating income																									41,952			10.0		36,146			9.2		16.1		93,863			11.2		81,903			10.5		14.6

Other income	(591		)	(0.1	)	(782		)	(0.2	)	(24.4	)	(2,126		)	(0.2	)	(1,652		)	(0.1	)	28.7
Other income, net																									(1,616		)	(0.4	)	(1,228		)	(0.3	)	31.6		(2,738		)	(0.3	)	(1,535		)	(0.2	)	78.4

Income before income taxes	39,362			9.6		48,699			13.2		(19.2	)	122,800			10.3		146,056			13.2		(15.9	)	43,568			10.4		37,374			9.5		16.6		96,601			11.6		83,438			10.7		15.8
Provision for income taxes	15,000			3.7		18,555			5.0		(19.2	)	47,708			4.0		56,524			5.1		(15.6	)
(Benefit) provision for income taxes																									(14,810		)	(3.5	)	14,858			3.8		(199.7	)	4,017			0.5		32,708			4.2		(87.7	)

Net income	$	24,362		5.9	%	$	30,144		8.2	%	(19.2	)%	$	75,092		6.3	%	$	89,532		8.1	%	(16.1	)%	$	58,378		13.9	%	$	22,516		5.8	%	159.3	%	$	92,584		11.1	%	$	50,730		6.5	%	82.5	%

(1) Exclusive of depreciation on our property, plant and equipment and amortization on our intangible assets.

General

We derive our revenues through the design, manufacture, personalization, rental, cleaning, delivering, and selling of a wide range of uniforms 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, floor mats, facility service products, other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies, to a variety of manufacturers, retailers and service companies. We have five reporting segments, USU.S. and Canadian Rental and Cleaning, MFG, Corporate, Specialty Garments, and First Aid. We refer to the USU.S. and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as our “Core Laundry Operations.”

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 Operations, Specialty Garments facilities, and First Aid locations. Selling and administrative costs include costs related to our sales and marketing functions as well as general and administrative costs associated with our corporate offices, non-operating environmental sites and operating locations, including information systems, engineering, materials management, manufacturing planning, finance, budgeting, and human resources.

We have a substantial number of plants and conduct a significant portion of our business in energy producing regions in the U.S and Canada. ~~The~~In general, we are relatively more dependent on business in these regions than are many of our competitors. For example, the dramatic decrease in oil prices beginning in 2014 ~~and continuing to the present has~~ directly affected our customers in the oil industry as they ~~have~~ curtailed their level of ~~operations. In addition, this decline has~~operations, which also had a corresponding effect on our customers in businesses which service or supply the oil industry as well as our customers in unrelated businesses located in areas which had benefited from the economic expansion generated by the robust growth driven by the higher oil prices in prior years. As a result, our organic growth ~~has been~~in periods following this dramatic decrease in oil prices was negatively impacted by elevated headcount reductions in our wearer base as well as increased lost accounts. Recent trends indicate that increased energy prices have resulted in stabilized or improved wearer levels at existing customers in our North American energy-dependent ~~markets have begun to stabilize. On~~markets. Our operating results are also directly impacted by the ~~other hand, we have benefited from lower~~ costs of the gasoline used to fuel our vehicles and the natural gas used to operate our plants. While it is difficult to quantify the positive and negative impacts on our future financial results from ~~lower~~changes in energy prices, in general, we believe that significant decreases in oil prices ~~the~~would have an overall negative impact on our results ~~from the~~due to cutbacks by our customers both in, and dependent upon, the oil industry ~~and other affected businesses have and may continue to~~which would outweigh the benefits in our operating costs from lower energy costs.

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. In fiscal 2015, the Affordable Care Act ~~(“ACA”)~~ required us to modify one of the healthcare plans we provided to our employees. Moreover, it is generally expected that healthcare costs in the United States will increase over the coming years at rates in excess of inflation. As a result of these factors, and depending on the effect of the modifications we have made, and may make in the future, to our employee healthcare plans and enrollment levels in those plans, we expect that our future operating results will continue to be further adversely impacted by increasing healthcare costs.

We are currently undertaking a company-wide initiative to update our customer relationship management (“CRM”) systems. As of May 27, 2017, we have capitalized $56.7 million related to our CRM project (“Unity 20/20”). Although we have not deployed the system, we have continued to make investments in IT infrastructure, including headcount, to help support this and other technology initiatives that have impacted our results of operations. Our future operating results may be impacted by the eventual depreciation of our Unity 20/20 investment.

This project has experienced repeated delays in completion from our original timetable. In addition, we have recently experienced further delays due to significant quality issues with the stability and performance of the system’s underlying code. As a result, the timing and costs with respect to the completion and implementation of the system are currently uncertain. We are working with our consultants to better understand the significance of and the steps to resolve these issues. Overall, we continue to evaluate the situation to determine our best path moving forward. The failure to properly, efficiently and economically complete and operate the new system on a timely basis or at all could materially disrupt our operations, adversely impact the servicing of our customers and have a material adverse effect on our financial results. Depending on the results of our evaluation, we may determine that some future costs moving forward do not qualify for capitalization. In addition, should we be unsuccessful in completing or implementing our CRM system, some or all of our previously capitalized costs could be subject to impairment.

On May 24, 2017, we announced the passing of Ronald D. Croatti, our Chairman, Chief Executive Officer and President. Mr. Croatti had been our Chief Executive Officer since 1991 and had been with the Company since 1965. Following Mr. Croatti’s death, our Board of Directors appointed an Executive Management Committee to lead the Company on an interim basis and to direct our strategies, operations and business activities while the Board conducts the process of selecting a new chief executive officer. The committee consists of the senior executive and management team of the Company, all of whom have extensive tenures with the Company. Steven S. Sintros, the Company’s Chief Financial Officer, was appointed by the Board as the committee’s administrative chair. Our Board of Directors is conducting a process to select a new Chief Executive Officer.

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. We expect that our labor costs will rise in fiscal ~~2017~~2018 as a result of increases in state and local minimum wage levels as well as the ~~recent update to~~overall impact of wage pressure as the ~~regulations under the Fair Labor Standards Act which has expanded the number~~result of ~~employees entitled to overtime pay.~~a low unemployment environment. Although the current changes to the Fair Labor Standards Act have been put on hold due to litigation, they may still become effective in their current or a revised form.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”), was enacted, which, among other provisions, reduces the U.S. federal corporate income tax rate effective January 1, 2018 from its current 35% rate to a new 21% corporate rate and impose a one-time transition tax on earnings held outside of the United States. We have made reasonable estimates of the effects of the Act and these estimates could change in future periods as we complete our analysis of the effects of the Act (see Note 12 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q). As a result of this law, U.S. corporations are subject to lower income tax rates, and we were required to remeasure our U.S. net deferred tax liabilities at a lower rate, resulting in a net benefit of $22.7 million recorded in the provision for income taxes for both the thirteen and twenty-six weeks ended February 24, 2018. Partially offsetting this benefit, we recorded a charge of $2.5 million for transition taxes related to the deemed repatriation of foreign earnings for both the thirteen and twenty-six weeks ended February 24, 2018.

A portion of our sales is derived from international markets, including Canada. Revenues denominated in currencies other than the U.S. dollar represented approximately ~~7.4% and 7.3%~~8.0% of total consolidated revenues for both the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, respectively. Revenues denominated in currencies other than the U.S. dollar represented approximately ~~8.5%~~7.4% and ~~8.2%~~7.3% of total consolidated revenues for the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 28, 2016,~~February 25, 2017, 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, fluctuations in the Canadian dollar may have an effect on the margins of our Canadian business because a weaker Canadian dollar will increase the cost of merchandise and other operational inputs that are sourced from outside of Canada. Our operating results in future years could be negatively impacted by any ~~devalu~~a~~tion,~~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.

On March 27, 2018, we repurchased 1.105 million shares of Class B Common Stock and 0.073 million shares of Common Stock for a combined $146.0 million in a private transaction with the Croatti family at a per share price of $124.00. This opportunity to repurchase shares from the Croatti family was evaluated by an independent special committee of the Board of Directors (the “Special Committee”). The sale of shares by the Croatti family was executed to provide liquidity as well as for estate and family financial planning following the passing of our former Chief Executive Officer, Ronald D. Croatti. The Special Committee determined that a repurchase of Croatti family Class B Common Stock at a discount to market was in our best interests as it is accretive to earnings per share and addresses uncertainties that may have been created if the Croatti family had pursued other liquidity options.

The Special Committee undertook its evaluation with the assistance of Stifel Financial Corp. (“Stifel”) and received an opinion from Stifel to the effect that, as of March 27, 2018, the $124.00 per share in cash to be paid was fair to us, from a financial point of view.

The entire Board of Directors other than Cynthia Croatti, who is affiliated with the selling shareholders and therefore abstained, approved the transaction upon the recommendation of the Special Committee.

On March 28, 2018, we announced that we will be raising our quarterly dividend to $0.1125 per share for Common Stock and to $0.09 per share for Class B Common Stock, up from $0.0375 and $0.03 per share, respectively. The amount and timing of any dividend payment is subject to the approval of the Board of Directors each quarter.

Thirteen weeks ended ~~May 27, 2017~~February 24, 2018 compared with thirteen weeks ended ~~May 28, 2016~~February 25, 2017

Revenues


(In thousands, except percentages)	May 27, 2017		May 28, 2016		Dollar Change		Percent Change		February 24, 2018		February 25, 2017		Dollar Change		Percent Change

Core Laundry Operations	$	367,093	$	331,224	$	35,869	10.8	%	$	378,955	$	358,386	$	20,569	5.7	%
Specialty Garments	29,861		24,081		5,780		24.0	%	27,009		21,787		5,222		24.0	%
First Aid	12,880		12,494		386		3.1	%	13,300		11,254		2,046		18.2	%
Consolidated total	$	409,834	$	367,799	$	42,035	11.4	%	$	419,264	$	391,427	$	27,837	7.1	%

For the thirteen weeks ended ~~May 27, 2017,~~February 24, 2018, our consolidated revenues increased by ~~$42.0~~$27.8 million from the comparable period in fiscal ~~2016,~~2017, or ~~11.4%~~7.1%. This increase was primarily due to a ~~$35.9~~$20.6 million increase in revenues from our Core Laundry Operations. Revenues from our Core Laundry Operations increased to ~~$367.1~~$379.0 million for the thirteen weeks ended ~~May 27, 2017~~February 24, 2018 from ~~$331.2~~$358.4 million for the comparable period of fiscal ~~2016,~~2017, or ~~10.8%~~5.7%. Excluding the positive effect of acquisitions, which we estimate increased our revenues by approximately ~~6.2%~~0.4%, as well as a ~~weaker~~slightly stronger Canadian dollar, which ~~adversely~~favorably impacted our growth by ~~0.2%~~0.3%, organic growth for our Core Laundry Operations was 5.0%. Organic growth in the second quarter of fiscal 2018 benefited from solid new account sales as well as positive price adjustments and improved collections on merchandise recovery charges. These positive drivers were partially offset by moderately higher lost accounts compared to the second quarter of prior year.

Specialty Garments’ revenues increased to $27.0 million in the second quarter of fiscal 2018 from $21.8 million in the comparable period of fiscal 2017, an increase of $5.2 million, or 24.0%. This segment’s results are often affected by the timing and length of its customers’ power reactor outages as well as its project-based activities. The improvement in results in the second quarter of fiscal 2018 compared to the comparable period of fiscal 2017 was primarily due to increased outages and project-based activity at the segment’s Canadian and European nuclear customers, as well as solid growth from the cleanroom division. This segment’s results can vary significantly due to seasonality and the timing of reactor outages and projects.

First Aid revenues increased to $13.3 million in the second quarter of fiscal 2018 from $11.3 million in the comparable period in fiscal 2017, an increase of 18.2%. The improvement in the results was due to a strong performance from this segment's wholesale distribution business as well as a small acquisition that closed in the third quarter of fiscal 2017.

Cost of Revenues

For the thirteen weeks ended February 24, 2018 and February 25, 2017, cost of revenues was 63.3% and 63.7% of revenues respectively. The decrease was primarily due to lower merchandise costs and other production costs as a percentage of revenues. These favorable comparisons were partially offset by higher healthcare claims as a percentage of revenues in our Core Laundry Operations compared to the prior year period. In addition, our Specialty Garments segment's costs of revenues were higher as a percentage of revenues in the second quarter of fiscal 2018 as compared to the comparable prior year period of fiscal 2017 due to higher merchandise costs as a percentage of revenue in the quarter.

Selling and Administrative Expense

Selling and administrative expenses were 21.1% and 21.7% of revenues for the thirteen weeks ended February 24, 2018 and February 25, 2017, respectively. This decrease was due primarily to lower stock compensation expense in the second quarter of fiscal 2018 as compared to the second quarter of fiscal 2017. This decrease was partially offset by higher administrative payroll costs in the second quarter of fiscal 2018 compared to the second quarter of fiscal 2017.

Depreciation and Amortization

Our depreciation and amortization expense was $23.3 million, or 5.5% of revenues, for the thirteen weeks ended February 24, 2018 compared to $21.1 million, or 5.4% of revenues, for the thirteen weeks ended February 25, 2017. Depreciation and amortization expense increased due primarily to capital expenditure activity in earlier periods and amortization from acquisitions.

Operating Income

For the thirteen weeks ended February 24, 2018 and February 25, 2017, changes in our revenues and costs as discussed above resulted in the following changes in our operating income:



(In thousands, except percentages)	February 24, 2018		February 25, 2017		Dollar Change		Percent Change

Core Laundry Operations	$	38,084	$	33,059	$	5,025	15.2	%
Specialty Garments	2,800		2,095		705		33.6	%
First Aid	1,068		992		76		7.7	%
Consolidated total	$	41,952	$	36,146	$	5,806	16.1	%

Other Income, net

Other income, net, which includes interest income, net and other expense, net, was income of $1.6 million in the thirteen weeks ended February 24, 2018 compared to income of $1.2 million in the thirteen weeks ended February 25, 2017. This increase of $0.4 million was primarily due to interest income, net of $1.4 million during the thirteen weeks ended February 24, 2018 as compared to interest income of $1.1 million during the thirteen weeks ended February 25, 2017 and to lower foreign exchange losses compared to the same period a year ago.

Provision for Income Taxes

Our effective income tax rate for the thirteen weeks ended February 24, 2018 was (34.0)% compared to a provision of 39.8% for the thirteen weeks ended February 25, 2017. The benefit recorded in the second quarter of fiscal 2018 is due primarily to the impact of the Act, enacted on December 22, 2017, which lowered the U.S. federal income tax rates as of January 1, 2018. These new rates required us to remeasure our U.S. net deferred income tax liabilities in the second quarter of fiscal 2018. Also, we will be subject to a one-time transition tax for the deemed repatriation of our foreign earnings. The remeasurement of our U.S. net deferred tax liabilities and the one-time transition tax resulted in a $20.2 million net benefit to our provision for income taxes in the second quarter of fiscal 2018. Our effective tax rate for the second quarter of fiscal 2018 also benefited from the effect of the lower U.S. federal income tax rates on our earnings for the first half of the year. In addition to the impact from the Act, our effective tax rate for the thirteen weeks ended February 24, 2018 was lower due to a discrete tax benefit of $0.6 million from the adoption of new accounting guidance during the first quarter of fiscal 2018 that requires tax effects of exercised or vested awards to be treated as discrete items as a reduction of income tax expense in the reporting period in which they occur.

Twenty-six weeks ended February 24, 2018 compared with twenty-six weeks ended February 25, 2017

Revenues



(In thousands, except percentages)	February 24, 2018		February 25, 2017		Dollar Change		Percent Change

Core Laundry Operations	$	752,751	$	710,229	$	42,522	6.0	%
Specialty Garments	55,436		44,143		11,293		25.6	%
First Aid	26,855		23,163		3,692		15.9	%
Consolidated total	$	835,042	$	777,535	$	57,507	7.4	%

For the twenty-six weeks ended February 24, 2018, our consolidated revenues increased by $57.5 million from the comparable period in fiscal 2017, or 7.4%. This increase was primarily due to a $42.5 million increase in revenues from our Core Laundry Operations. Revenues from our Core Laundry Operations increased to $752.8 million for the twenty-six weeks ended February 24, 2018 from $710.2

million for the comparable period of fiscal 2017, or 6.0%. Excluding the positive effect of acquisitions, which we estimate increased our revenues by approximately 0.9%, as well as a slightly stronger Canadian dollar, which favorably impacted our growth by 0.3%, organic growth for our Core Laundry Operations was 4.8%. ~~The impact on our revenues from acquisitions was primarily the result of our acquisition of Arrow Uniform (“Arrow”), which was completed on September 19, 2016.~~ Organic growth consists primarily of new sales, price increases, and net changes in the wearer levels at our existing customers, offset by lost accounts.

Specialty Garments’ revenues increased to ~~$29.9~~$55.4 million in the ~~third~~first half of fiscal ~~quarter of 2017~~2018 from ~~$24.1~~$44.1 million in the comparable period of fiscal ~~2016,~~2017, an increase of ~~$5.8~~$11.3 million, or ~~24.0%~~25.6%. This segment’s results are often affected by the timing and length of its customers’ power reactor outages as well as its project-based activities. ~~First Aid revenues increased by 3.1%~~The improvement in results for the twenty-six weeks ended February 24, 2018 compared to the comparable period of fiscal 2017 was primarily due to increased outages and project-based activity at the segment’s Canadian and European nuclear customers, as well as solid growth from the cleanroom division. This segment’s results can vary significantly due to seasonality and the timing of reactor outages and projects.

First Aid revenues increased to $26.9 million in the first half of fiscal 2018 from $23.2 million in the comparable period in fiscal ~~2016.~~2017, an increase of 15.9%. The improvement in the results was due to a strong performance from this segment's wholesale distribution business as well as a small acquisition that closed in the third quarter of fiscal 2017.

Cost of Revenues

For the ~~thirteen~~twenty-six weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017, cost of revenues ~~increased to 62.4%~~was 62.2% and 62.8% of revenues ~~or $255.8 million, from 61.2% of revenues, or $224.9 million, for the thirteen weeks ended May 28, 2016. This increase is partially the result of the Arrow acquisition.~~respectively. The ~~operations related~~decrease was primarily due to ~~the Arrow acquisition had~~lower merchandise costs ~~of revenues during the quarter that were significantly higher~~and other production costs as a percentage of revenues ~~than the remaining~~partially offset by higher levels of claims for healthcare and higher service payroll costs in our Core Laundry Operations. In addition, our Core Laundry Operations, excluding the new Arrow business, had significantly higher expense from claims related to healthcare for our employees as well as workers’ compensation and auto related accidents. EnergySpecialty Garments segment's costs ~~also increased as a percentage~~ of ~~Core Laundry revenues. These higher costs~~revenues were ~~partially offset by~~ lower ~~merchandise amortization~~ as a percentage of revenues ~~in comparison~~due to the ~~third fiscal quarter of 2016.~~leverage created by the strong revenue growth in the twenty-six weeks ended February 24, 2018 compared to the prior year comparable period.

Selling and Administrative Expense

~~Selling~~While selling and administrative expenses were ~~22.7% and 20.3%~~21.1% of revenues for both the ~~thirteen~~twenty-six weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017, ~~and May 28, 2016, respectively. This increase was primarily the result of~~they were positively impacted by lower stock compensation expense ~~related to the April 2016 restricted stock grant to our former Chief Executive Officer. A total of $6.5 million was recognized~~ in the ~~thirteen weeks ended May 27, 2017 related to this grant, $5.4 million~~first half of ~~which~~fiscal 2018. This was the result of accelerated vesting of certain shares expected to be earned based on the performance of the Company in accordance with the terms of our restricted stock award agreement with our former Chief Executive Officer. In addition, this increase was also drivenoffset by higher ~~selling and~~ administrative payroll and ~~payroll related~~other costs ~~partially~~in the ~~result of investments in our CRM systems project and other technology initiatives.~~

twenty-six weeks ended February 24, 2018.

Depreciation and Amortization

Our depreciation and amortization expense was ~~$22.2~~$46.0 million, or ~~5.4%~~5.5%% of revenues, for the ~~thirteen~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 compared to ~~$20.4~~$43.3 million, or ~~5.5%~~5.6% of revenues, for the ~~thirteen~~twenty-six weeks ended ~~May 28, 2016. The increase in depreciation~~February 25, 2017. Depreciation and amortization expense ~~was~~increased due primarily ~~due~~ to ~~an increase in amortization resulting from the intangible assets acquired from Arrow as well as normal~~ capital expenditure activity in earlier periods.

Operating Income ~~from Operations~~

For the ~~thirteen~~twenty-six weeks ended ~~May 27,~~February 24, 2018 and February 25, 2017, ~~and May 28, 2016,~~ changes in our revenues and costs as discussed above resulted in the following changes in our ~~income from operations:~~operating income:


(In thousands, except percentages)	May 27, 2017		May 28, 2016		Dollar Change			Percent Change		February 24, 2018		February 25, 2017		Dollar Change		Percent Change

Core Laundry Operations	$	33,462	$	42,784	$	(9,322	)	(21.8	)%	$	84,442	$	76,732	$	7,710	10.0	%
Specialty Garments	4,181		3,559		622			17.5	%	7,277		3,246		4,031		124.2	%
First Aid	1,128		1,574		(446		)	(28.3	)%	2,144		1,925		219		11.4	%
Consolidated total	$	38,771	$	47,917	$	(9,146	)	(19.1	)%	$	93,863	$	81,903	$	11,960	14.6	%

Other Income, net

Other income, net, which includes interest income, net and other expense, ~~interest~~net, was income ~~and exchange rate loss (gain), was $0.6~~of $2.7 million ~~of income~~ in the ~~thirteen~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 compared to income of ~~$0.8~~$1.5 million in the ~~thirteen~~twenty-six weeks ended ~~May 28, 2016.~~February 25, 2017. This ~~decrease~~increase of ~~$0.2~~$1.2 million was primarily due to ~~foreign exchange loss~~interest income, net of ~~$0.2~~$2.7 million during the ~~thirteen~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 as compared to ~~foreign exchange gain~~interest income of ~~$0.1~~$1.9 million during the ~~thirteen~~twenty-six weeks ended ~~May 28, 2016.~~February 25, 2017 and to lower foreign exchange losses as compared to the same period a year ago.

Provision for Income Taxes

Our effective income tax rate ~~was unchanged at 38.1%~~ for ~~both~~ the ~~thirteen~~twenty-six weeks ended ~~May 27, 2017 and May 28, 2016.~~

~~Thirty-nine~~February 24, 2018 was 4.2% compared to 39.2% for the twenty-six weeks ended ~~May 27, 2017 compared with thirty-nine~~February 25, 2017. The change in our effective tax rate was due primarily to the impact of the Act, which lowered the U.S. federal income tax rates as of January 1, 2018. These new rates required us to remeasure our U.S. net deferred income tax liabilities in the twenty-six weeks ended ~~May 28, 2016~~

~~Revenues~~

(In thousands, except percentages) May 27, 2017
May 28, 2016 Dollar
Change Percent
Change

Core Laundry Operations
$ 1,077,322

$ 997,626

$ 79,696

8.0 %
Specialty Garments
74,004

71,302

2,702

3.8 %
First Aid
36,043

35,352

691

2.0 %
Consolidated total
$ 1,187,369

$ 1,104,280

$ 83,089

7.5 %

~~For~~February 24, 2018. Also, we will be subject to a one-time transition tax for the ~~thirty-nine~~deemed repatriation of our foreign earnings. The remeasurement of our U.S. net deferred tax liabilities and the one-time transition tax resulted in a $20.2 million net benefit to our provision for income taxes in the twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018. Our effective tax rate for the first half of fiscal 2018 also benefited from the effect of the lower U.S. federal income tax rates on our ~~consolidated revenues increased by $83.1~~earnings. In addition to the impact from the Act, our effective tax rate for the twenty-six weeks ended February 24, 2018 was lower due to a discrete tax benefit of $2.2 million from the comparable period in fiscal 2016, or 7.5%. Core Laundry Operations’ revenues increased to $1,077.3 million for the thirty-nine weeks ended May 27, 2017 from $997.6 million for the comparable period of fiscal 2016, an increase of 8.0%. Excluding the positive effect of acquisitions, which we estimated increased our revenues by approximately 5.4% during this period, organic growth for our Core Laundry Operations was 2.6%. The impact on our revenues from acquisitions was primarily the result of our acquisition of Arrow, which was completed on September 19, 2016. Organic growth consists primarilyadoption of new ~~sales, price increases, and net changes in the wearer levels at our existing customers, offset by lost accounts.~~

Specialty Garments’ revenues increased to $74.0 million in the thirty-nine weeks ended May 27, 2017 from $71.3 million in the comparable period of 2016, an increase of 3.8%. This segment’s results are affected by the timing and length of its customers’ power reactor outages as well as its project-based activities. First Aid’s revenues increased to $36.0 million for the thirty-nine weeks ended May 27, 2017 from $35.4 million for the comparable period of fiscal 2016, an increase of 2.0%.

~~Cost of Revenues~~

For the thirty-nine weeks ended May 27, 2017, cost of revenues increased to 62.6% of revenues, or $743.9 million, from 61.3% of revenues, or $677.2 million, for the thirty-nine weeks ended May 28, 2016. The operations related to the Arrow acquisition had costs of revenuesaccounting guidance during the first ~~nine months~~half of ~~the~~ fiscal ~~year~~2018 that ~~were significantly higher~~requires tax effects of exercised or vested awards to be treated as discrete items as a ~~percentage~~reduction of ~~revenues than the remaining Core Laundry Operations. In addition, our Core Laundry Operations, excluding the new Arrow business, had higher~~income tax expense from claims related to healthcare for our employees as well as workers' compensation and auto related accidents. Energy costs also increased as a percentage of Core Laundry revenues. These higher costs were partially offset by lower merchandise amortization as a percentage of revenues in the ~~thirty-nine weeks ended May 27, 2017~~reporting period in ~~comparison to the comparable period of fiscal 2016.~~

~~Selling and Administrative Expense~~

Our selling and administrative expenses increased to 21.7% of revenues, or $257.4 million, for the thirty-nine weeks ended May 27, 2017 from 20.2% of revenues, or $222.7 million, for the thirty-nine weeks ended May 28, 2016. This increase was primarily the result of a stock compensation expense related to the April 2016 restricted stock grant to our former Chief Executive Officer. A total of $8.8 million was recognized in the thirty-nine weeks ended May 27, 2017 related to this grant, $5.4 million of which was the result of accelerated vesting of certain shares expected to be earned based on the performance of the Company in accordance with the terms of our restricted stock award agreement with our former Chief Executive Officer. In addition, this increase was also driven by higher selling and administrative payroll and payroll related costs, partially the result of investments in our CRM systems project and other technology initiatives. These higher costs were partially offset by lower costs associated with legal and environmental contingencies compared to the thirty-nine weeks ended May 28, 2016.

~~Depreciation and Amortization~~

Our depreciation and amortization expense was $65.4 million, or 5.5% of revenues, for the thirty-nine weeks ended May 27, 2017 compared to $60.0 million, or 5.4% of revenues, for the thirty-nine weeks ended May 28, 2016. The increase in depreciation and amortization expense was primarily due to an increase in amortization resulting from the intangible assets acquired from Arrow as well as normal capital expenditure activity in earlier periods.

~~Income from Operations~~

For the thirty-nine weeks ended May 27, 2017 and May 28, 2016, the revenue growth in our operations, as well as the change in our costs as mentioned above, resulted in the following changes in our income from operations:

(In thousands, except percentages) May 27, 2017
May 28, 2016 Dollar
Change Percent
Change

Core Laundry Operations
$ 110,194

$ 131,885

$ (21,691 )
(16.4 )%
Specialty Garments
7,427

8,991

(1,564 )
(17.4 )%
First Aid
3,053

3,528

(475 )
(13.5 )%
Consolidated total
$ 120,674

$ 144,404

$ (23,730 )
(16.4 )%

~~Other Income~~

Other income, which includes interest expense, interest income and foreign currency exchange loss, was $2.1 million of income for the thirty-nine weeks ended May 27, 2017 as compared to $1.7 million of income for the thirty-nine weeks ended May 28, 2016. This change was primarily due to interest income of $3.3 million during the thirty-nine weeks ended May 27, 2017 compared to interest income of $2.6 million during the thirty-nine weeks ended May 28, 2016.

~~Provision forIncome Taxes~~

Our effective income tax rate increased slightly to 38.9% for the thirty-nine weeks ended May 27, 2017 compared to 38.7% for the thirty-nine weeks ended May 28, 2016 due to a change in the mix of our jurisdictional earnings.

they occur.

Liquidity and Capital Resources

General

Cash, ~~and~~ cash equivalents and short-term investments totaled ~~$312.7~~$387.7 million as of ~~May 27, 2017, a decrease~~February 24, 2018, an increase of ~~$51.1~~$37.9 million from August ~~27, 2016~~26, 2017 when the amount totaled ~~$363.8~~$349.8 million. Our working capital was ~~$585.0~~$679.0 million as of ~~May 27, 2017~~February 24, 2018 compared to ~~$625.0~~$636.4 million as of August ~~27, 2016. On September 19, 2016, we expended $119.9 million in cash upon the closing of our acquisition of Arrow.~~26, 2017. We generated ~~$155.8~~$118.9 million and ~~$207.6~~$218.3 million in cash from operating activities in the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 and the full fiscal year ended August 26, 2017, respectively. On March 27, ~~2016, respectively.~~2018, we repurchased 1.105 million shares of Class B Common Stock and 0.073 million shares of Common Stock for a combined $146.0 million in a private transaction with the Croatti family at a per share price of $124.00. After this transaction, our cash, cash equivalents and short-term investments balance is over $200 million. We believe that our current cash, cash equivalents and ~~cash equivalent~~short-term investments balances, our cash generated from future operations and amounts available under our Credit Agreement (defined below) will be sufficient to meet our current anticipated working capital and capital expenditure requirements for at least the next 12 months.

We have accumulated $55.2 million in cash outside the United States that will be subject to a one-time transition tax as discussed in Note 12 of our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. This cash is expected to be invested indefinitely in our foreign subsidiaries. If these funds were distributed to the ~~U.S.~~U.S in the form of dividends, we would likely be subject to additional ~~U.S. income taxes. However, we~~taxes including withholding taxes from the countries where the cash is currently held. We do not believe that any resulting taxes payable for cash outside the United States would have a material impact on our liquidity.

Cash flows provided by operating activities have historically been the primary source of our liquidity. We generally use these cash flows to fund most, if not all, of our operations, capital expenditure and acquisition activities as well as dividends on our common stock. We may also use cash flows provided by operating activities, as well as proceeds from loans payable and long-term debt, to fund growth and acquisition opportunities, as well as other cash requirements.

Cash Provided by Operating Activities

Cash provided by operating activities for the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 was ~~$155.8~~$118.9 million, ~~a decrease~~an increase of ~~$5.3~~$4.2 million from the comparable period in the prior year when cash provided by operating activities was ~~$161.1~~$114.7 million. The ~~decreased~~increased cash provided by operating activities was due primarily ~~related~~to higher net income due to an increase in ~~receivables. This decrease~~revenue and the impact of the Act. Also contributing to the increase was the timing of tax payments. These increases were partially offset by the $12.5 million of cash received in September 2016 related to a settlement of environmental litigation we entered into in the fourth quarter of fiscal 2016, ~~which resulted~~increases in ~~a gain~~inventory due to the growth in revenue, and the timing of ~~$15.9 million booked as a reduction of selling and administrative expenses. The cash received in September 2016 on account of this gain was $12.5 million.~~accounts payable payments.

Cash Used in Investing Activities

Cash used in investing activities for the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 was ~~$204.5~~$77.4 million, ~~an increase~~a decrease of ~~$121.5~~$86.1 million from the comparable period in the prior year when cash used in investing activities was ~~$83.0~~$163.5 million. The net ~~increase~~decrease in cash used in investing activities was primarily the result of $119.9 million of cash paid during the twenty-six weeks ended February 25, 2017 in connection with our acquisition of Arrow ~~which was completed on~~Uniform in September ~~19, 2016 for an aggregate payment upon closing of approximately $119.9 million.~~2016.

Cash Used in Financing Activities

Cash used in financing activities for the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 was ~~$1.4~~$3.1 million compared to cash used in financing activities of ~~$7.3~~$0.7 million for the ~~thirty-nine~~twenty-six weeks ended ~~May 28, 2016.~~February 25, 2017. This change was primarily due to the adoption of new

accounting guidance during the first quarter of fiscal 2018 that requires that tax effect of exercised or vested equity awards to be treated as an operating activity instead of a ~~decrease in payments~~financing activity on ~~loans. As of May 27, 2017, we had no long-term debt outstanding.~~a prospective basis.

Long-Term Debt and Borrowing Capacity

On April 11, 2016, we entered into an amended and restated $250 million unsecured revolving credit agreement (the “Credit Agreement”) with a syndicate of banks, which matures on April 11, 2021. ~~The Credit Agreement amended and restated our prior $250.0 million revolving credit agreement, which was scheduled to mature on May 4, 2016.~~ Under the Credit Agreement, we are able to 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 as defined in the Credit Agreement. We test our compliance with these financial covenants on a fiscal quarterly basis. As of ~~May 27, 2017,~~February 24, 2018, the interest rates applicable to our borrowings under the Credit Agreement would be calculated as LIBOR plus 75 basis points at the time of the respective borrowing. As of ~~May 27, 2017,~~February 24, 2018, we had no outstanding borrowings and had outstanding letters of credit amounting to ~~$66.2~~$77.6 million, leaving ~~$183.8~~$172.4 million available for borrowing under the Credit Agreement.

As of ~~May 27, 2017,~~February 24, 2018, we were in compliance with all covenants under the Credit Agreement.

Derivative Instruments and Hedging Activities

In January 2015, we entered into sixteen forward contracts to exchange Canadian dollars (“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 quarter of 2015 and continuing through the second fiscal quarter of 2019. In total, we will sell approximately 31.0 million CAD at an average Canadian-dollar exchange rate of 0.7825 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under USU.S. GAAP. Accordingly, we have reflected all changes in the fair value of the forward contracts in accumulated other comprehensive ~~(loss) income,~~loss, a component of shareholders’ equity. Upon the maturity of each foreign exchange forward contract, the gain or loss on the contract will be recorded as an adjustment to revenues.

As of ~~May 27, 2017,~~February 24, 2018, we had forward contracts with a notional value of approximately ~~11.1~~6.8 million CAD outstanding and recorded nominal amounts for the fair value of the contracts ~~of $0.1 million~~ in other ~~long-term assets and $0.2 million in prepaid expenses and other~~ current ~~assets~~liabilities with a corresponding ~~gain~~loss in accumulated other comprehensive ~~(loss) income of $0.2 million,~~loss, which was recorded net of tax. During the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, we reclassified ~~$0.2 million~~a nominal amount from accumulated other comprehensive ~~(loss) income~~loss to revenue, related to the derivative financial instruments. The ~~gain~~loss in accumulated other comprehensive ~~(loss) income~~loss as of ~~May 27, 2017~~February 24, 2018 is expected to be reclassified to revenues prior to its maturity on February 22, 2019.

Commitments and 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 ~~waste~~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. InOver the ~~past,~~years, we have settled, or contributed to the settlement of, actions or claims brought against us relating to the disposal of hazardous materials 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.

USU.S. GAAP requires that a liability for contingencies 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, ~~management’s~~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, the presence of such hazardous or toxic substances. There can be no assurances 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 our Company under such laws or expose our Company to ~~third-party~~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 Woburn, Massachusetts, Somerville, Massachusetts, Springfield, Massachusetts, Uvalde, Texas, Stockton, California, three sites related to former operations in Williamstown, Vermont, as well as sites located in Goldsboro, North Carolina, Wilmington, North Carolina, and Landover, ~~Maryland and Syracuse, New York.~~Maryland.

We have accrued certain costs related to the sites described above as it has been determined that the costs are probable and can be reasonably estimated. We have potential exposure related to a parcel of land (the ~~"Central Area"~~“Central Area”) related to the Woburn, Massachusetts site mentioned above. Currently, the consent decree for the Woburn site does not define or require any remediation work in the Central Area. The United States Environmental Protection Agency (the ~~"EPA"~~“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. 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 ~~EPA's~~EPA’s comments. We have implemented mitigation measures and continue to monitor environmental conditions at the Somerville, Massachusetts site. In addition, we have received demands from the local transit authority for reimbursement of certain costs associated with its construction of a new municipal transit station in the area of our Somerville site. This station is part of a planned extension of the transit system. Due to cost projections of the extension which now substantially exceed original estimates, the local transit authority had placed the extension on hold pending its redesign and receipt of related state and federal approvals and funding increases, and it is now proceeding with the bidding process. 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 have also received notice that the Massachusetts Department of Environmental Protection is conducting an audit of the Company’s investigation and remediation work with respect to the Somerville site.

During the fourth quarter of fiscal 2016, we entered into a settlement related to environmental litigation which resulted in a $15.9 million gain that was recorded as a reduction of selling and administrative expenses. This gain consisted of amounts previously received but not recognized into income as well as amounts that the Company received in September 2016.

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;

•Information 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 USU.S. GAAP, our accruals reflect the amount within the range that we believe is the best estimate or the low end of a range of estimates if no point within the range is a better estimate. Where 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 ~~May 27, 2017,~~February 24, 2018, the risk-free interest rates we utilized ranged from ~~2.3%~~2.9% to ~~2.9%~~3.2%.

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 ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017~~February 24, 2018 were as follows (in thousands):


	May 27, 2017			February 24, 2018
Beginning balance as of August 27, 2016	$	26,748
Beginning balance as of August 26, 2017				$	25,419
Costs incurred for which reserves had been provided	(1,379		)	(627		)
Insurance proceeds	91			56
Interest accretion	450			346
Change in discount rates	(1,370		)	(858		)

Balance as of May 27, 2017	$	24,540
Balance as of February 24, 2018				$	24,336

Anticipated payments and insurance proceeds relating to currently identified environmental remediation liabilities as of ~~May 27, 2017,~~February 24, 2018, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below.


(In thousands)	2017			2018			2019			2020			2021			Thereafter			Total			2018			2019			2020			2021			2022			Thereafter			Total
Estimated costs – current dollars	$	8,295		$	1,859		$	1,492		$	1,284		$	1,172		$	12,390		$	26,492		$	8,658		$	1,880		$	1,477		$	1,305		$	1,157		$	12,304		$	26,781

Estimated insurance proceeds	(81		)	(159		)	(173		)	(159		)	(173		)	(1,130		)	(1,875		)	(103		)	(173		)	(159		)	(173		)	(159		)	(993		)	(1,760		)

Net anticipated costs	$	8,214		$	1,700		$	1,319		$	1,125		$	999		$	11,260		$	24,617		$	8,555		$	1,707		$	1,318		$	1,132		$	998		$	11,311		$	25,021

Effect of inflation																			7,706																					7,623
Effect of discounting																			(7,783		)																			(8,308		)

Balance as of May 27, 2017																			$	24,540
Balance as of February 24, 2018																																								$	24,336

Estimated insurance proceeds are primarily received from an annuity received as part of our legal settlement with an insurance company. Annual proceeds of approximately $0.3 million are deposited into an escrow account which funds remediation and monitoring costs for three sites related to our former operations in Williamstown, Vermont. 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 ~~May 27, 2017,~~February 24, 2018, the balance in this escrow account, which is held in a trust and is not recorded in our Consolidated Balance Sheet, was approximately ~~$3.7~~$3.6 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 the site in Uvalde, Texas.

Our nuclear garment decontamination facilities are licensed by the Nuclear Regulatory Commission (“NRC”), 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 federal agency. 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 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.

While it is impossible for us to ascertain the ultimate legal and financial liability 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 particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.

Off-Balance Sheet Arrangements

As of ~~May 27, 2017,~~February 24, 2018, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Securities and Exchange Commission Regulation S-K.

Seasonality

Historically, our revenues and operating results have varied from quarter to quarter and are expected to continue to fluctuate in the future. These fluctuations have been due to a number of factors, including: general economic conditions in our 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 operating results for any historical quarter are not necessarily indicative of the results to be expected for an entire fiscal year or any other interim periods.

Effects of Inflation

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.

Contractual Obligations and Other Commercial Commitments

As of ~~May 27, 2017,~~February 24, 2018, there were no material changes in our contractual obligations that were disclosed in our Annual Report on Form 10-K for the year ended August ~~27, 2016.~~26, 2017.

Recent Accounting Pronouncements

See Note 2 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

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 effect of exchange rate fluctuations on the translation of assets and liabilities are recorded as a component of shareholders’ equity. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiscal year. As such, our financial condition and operating results are affected by fluctuations in the value of the U.S. dollar as compared to currencies in foreign countries. Revenues denominated in currencies other than the U.S. dollar represented approximately ~~7.4% and 7.3%~~8.0% of total consolidated revenues for both the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017, respectively,~~February 24, 2018, and total assets denominated in currencies other than the U.S. dollar represented approximately ~~7.7%~~7.9% and 8.2% of total consolidated assets as of ~~May 27, 2017~~February 24, 2018 and August ~~27, 2016,~~26, 2017, respectively. If exchange rates had increased or decreased by 10% from the actual rates in effect during the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, our revenues would have increased or decreased by approximately ~~$3.0~~$3.4 million and ~~$8.7~~$6.7 million, respectively and total assets as of ~~May 27, 2017~~February 24, 2018 would have increased or decreased by approximately ~~$13.7~~$15.0 million.

In January 2015, we entered into sixteen 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 quarter of 2015 and continuing through the second fiscal quarter of 2019. In total, we will sell approximately 31.0 million CAD at an average Canadian-dollar exchange rate of 0.7825 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under USU.S. GAAP. Accordingly, we have reflected all changes in the fair value of the forward contracts in accumulated other comprehensive ~~(loss) income,~~loss, a component of shareholders’ equity. Upon the maturity of each foreign exchange forward contract, the gain or loss on the contract will be recorded as an adjustment to revenues.

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 our foreign subsidiaries functional currencies, 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 foreign currency transactions, including exchange rate fluctuations on intercompany accounts are reported as transaction losses (gains) in our other (income) expense. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During the thirteen weeks ended ~~May 27, 2017,~~February 24, 2018, transaction ~~losses~~gains included in other (income) expense were approximately $0.2 million. During the ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, transaction ~~losses~~gains included in other (income) expense were ~~approximately $0.6 million.~~a nominal amount. If exchange rates had increased or decreased by 10% during the thirteen and ~~thirty-nine~~twenty-six weeks ended ~~May 27, 2017,~~February 24, 2018, we would have recognized exchange gains or losses of approximately $1.0 million and ~~$0.8~~$0.9 million, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 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 ~~Principal~~Chief Executive Officer and ~~Principal~~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 ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer concluded that our disclosure controls and procedures are 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 specified in Securities and Exchange Commission rules and forms and to ensure that such information is accumulated and communicated to management, including our ~~Principal~~Chief Executive Officer and ~~Principal~~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 reasonable 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 effectiveness and to ensure that our systems evolve with our business.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~third~~second quarter of fiscal year ~~2017~~2018 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. 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 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. Refer to Note 11, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Item 1A. Risk Factors below, for further discussion.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August ~~27, 2016,~~26, 2017, which could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended August ~~27, 2016 other than the risk factors below:~~26, 2017, except as follows:

~~Our failure~~The impact of recently enacted U.S. tax laws is not yet clear.

Congress recently enacted legislation commonly known as “The Tax Cuts and Jobs Act” (the “Act”). The Act made significant changes to ~~properly and efficiently design, construct, implement and operate our new customer relationship management computer system~~U.S. federal income tax laws. Certain provisions of the Act could ~~materially disrupt our operations, adversely impact the servicing of our customers and~~ have ~~a material~~an adverse effect on our financial ~~performance.~~

We are in the process of modernizing our customer relationship management (“CRM”) computer system. The new system (“Unity 20/20”) will combine enterprise resource planning (“ERP”) solutionscondition and custom-built applications to address, among other areas, account management, billing and customer service. The new system is intended to improve functionality and information flow and increase automation in servicing our customers. As with any major new computer system that includes custom applications, there are risks inherent in the cost estimates, design, construction, implementation and operation of our new CRM system. These risks include the potential failures to properly design the system, to efficiently and economically construct and implement the system and to effectively operate the system. We are using well-regarded third-party consultants to assist us in this process. While we believe that our new CRM system was designed to provide the anticipated information technology and customer service enhancements we expect, no assurances can be given in this regard. If we are ultimately able to implement the new CRM system, we will begin depreciating, generally over between five and ten years, its capitalized costs, which totaled $56.7 million as of May 27, 2017 and which will impact our future results of operations. The interpretations of many provisions of the Act are still unclear. We cannot predict when or to what extent any U.S. federal tax laws, regulations, interpretations, or rulings clarifying the Act will be issued or the impact of any such guidance on the Company. Certain key provisions of the Act that could impact us include, but are not limited to international tax provisions that affect the overall tax rate applicable to income earned from non-U.S. operations and limitations on the deductibility of executive compensation. We have made reasonable estimates of the effects of the Act, but these estimates could change in future periods as we complete our analysis of the effects of the Act.

~~Loss of our key management or other personnel, including the recent passing of our Chairman, Chief Executive Officer and President, could adversely impact our business.~~

Our success is largely dependent on the skills, experience and efforts of our senior management 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. On May 24, 2017, we announced the passing of Ronald D. Croatti, our Chairman, Chief Executive Officer and President. Mr. Croatti had been our Chief Executive Officer since 1991 and had been with the Company since 1965. Following Mr. Croatti’s death, our Board of Directors appointed an Executive Management Committee to lead the Company on an interim basis and to direct our strategies, operations and business activities while the Board conducts the process of selecting a new chief executive officer. The committee consists of the senior executive and management team of the Company, all of whom have extensive tenures with the Company. Steven S. Sintros, the Company’s Chief Financial Officer, was appointed by the Board as the committee’s administrative chair. While the members of the Executive Management Committee have long tenures with the Company, there can be no assurance that, following Mr. Croatti’s long tenure with the Company, the interim management responsibilities of the Chief Executive Officer and President will be successfully transitioned to the committee. If the Executive Management Committee is not able to successfully lead the Company and direct its strategies, operations and business activities on an interim basis, our business could be disrupted and our results of operations could be adversely affected.

In addition, our Board of Directors is conducting a process to select a new Chief Executive Officer. Any failure to attract and retain a qualified chief executive officer or to successfully transition management responsibilities to the new chief executive officer could disrupt our business and adversely affect our results of operations.

Our future success also depends upon our ability to attract and retain qualified managers and technical and marketing personnel, as well as sufficient numbers of hourly workers. There is competition in the market for the services of such qualified personnel and hourly workers and our failure to attract and retain such personnel or workers could adversely affect our results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

On July 6, 2017, our Board of Directors appointed Steven S. Sintros, our Senior Vice President and Chief Financial Officer, as our principal executive officer solely for purposes of executing the certifications required to be filed with our periodic filings with the Securities and Exchange Commission. As previously disclosed, our Board of Directors, following the death of Mr. Croatti, our former Chairman, Chief Executive Officer and President, appointed an Executive Management Committee to lead the Company on an interim basis and to direct our strategies, operations and business activities while the Board conducts the process of selecting a new chief executive officer. The committee consists of the senior executive and management team of the Company, all of whom have extensive tenures with the Company. Mr. Sintros was appointed by the Board as the committee’s administrative chair.None.

Mr. Sintros joined the Company in 2004 and has served as our Chief Financial Officer since January 2009. He has primary responsibility for overseeing the financial functions of our Company, as well as our information systems department.

ITEM 6. EXHIBITS



*	10.1 Amendment No. 1 to Amended and Restated 2010 Stock Option and Incentive Plan

*	31.1 Rule 13a-14(a)/15d-14(a) Certification of ~~Principal~~Chief Executive Officer

*	31.2 Rule 13a-14(a)/15d-14(a) Certification of ~~Principal~~Chief Financial Officer

**	32.1 Certification of ~~Principal~~Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

**	32.2 Certification of ~~Principal~~Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



*	101 The following materials from UniFirst Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~May 27, 2017,~~February 24, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.



*	Filed herewith

**	Furnished herewith

SIGNATURES

Pursuant to the requirements 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.



		UniFirst Corporation

~~July 6, 2017~~April 3, 2018	By:	/s/ Steven S. Sintros Steven S. Sintros President and Chief Executive Officer

April 3, 2018		/s/ Shane O’Connor Shane O’Connor Senior Vice President and Chief Financial Officer

~~EXHIBITINDEX~~



*	~~31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer~~

*	~~31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer~~

**	~~32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

**	~~32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~



*	101 The following materials from UniFirst Corporation’s Quarterly Report on Form 10-Q for the quarter ended May 27, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.



*	~~Filed herewith~~

**	~~Furnished herewith~~



Receivables	$	7,365
Inventories	1,824
Rental merchandise in service	7,175
Prepaid expense and other current assets	1,722
Property, plant and equipment	2,619
Goodwill	51,767
Customer contracts	41,199
Other intangible assets	2,580
Other assets	4,790
Accrued liabilities	(2,705		)
Total Purchase Price	$	118,336



	Thirteen weeks ended May 28, 2016						Thirty-nine weeks ended May 28, 2016
	Earnings to Common shareholders			Common Shares	EPS		Earnings to Common shareholders			Common Shares	EPS

As reported - Basic	$	23,939		15,253	$	1.57	$	71,172		15,238	$	4.67

Add: effect of dilutive potential common shares
Share-based awards	—			103			—			98
Class B Common Stock	6,061			4,827			17,956			4,805

Add: Undistributed earnings allocated to unvested participating shares	141			—			395			—

Less: Undistributed earnings reallocated to unvested participating shares	(134		)	—			(374		)	—

Diluted EPS – Common Stock	$	30,007		20,183	$	1.49	$	89,149		20,141	$	4.43



	Thirteen weeks ended May 27, 2017
	Foreign Currency Translation			Pension- related (1)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income
Balance as of February 25, 2017	$	(22,611	)	$	(8,251	)	$	135		$	(30,727	)

Other comprehensive (loss) income before reclassification	(1,550		)	—			211			(1,339		)
Amounts reclassified from accumulated other comprehensive (loss) income	—			—			(105		)	(105		)
Net current period other comprehensive (loss) income	(1,550		)	—			106			(1,444		)

Balance as of May 27, 2017	$	(24,161	)	$	(8,251	)	$	241		$	(32,171	)



	Thirteen weeks ended May 28, 2016
	Foreign Currency Translation			Pension- related (1)			Derivative Financial Instruments (1)			Total Accumulated Other Comprehensive (Loss) Income
Balance as of February 27, 2016	$	(24,006	)	$	(4,937	)	$	516		$	(28,427	)

Other comprehensive (loss) income before reclassification	3,806			—			(344		)	3,462
Amounts reclassified from accumulated other comprehensive (loss) income	—			—			(36		)	(36		)
Net current period other comprehensive (loss) income	3,806			—			(380		)	3,426

Balance as of May 28, 2016	$	(20,200	)	$	(4,937	)	$	136		$	(25,001	)