UNIFIRST CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended August 31, 2002

Commission File Number 1-8504

UNIFIRST CORPORATION
(Exact name of registrant as specified in its charter)

Massachusetts 04-2103460
(State of Incorporation) (IRS Employer Identification Number)

68 Jonspin Road
Wilmington, Massachusetts 01887
(Address of principal executive offices)

Registrant's telephone number: (978) 658-8888

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of Class which shares are traded
------------------------ -------------------------
Common Stock,
$.10 par value per share New York Stock Exchange

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 X No
------ ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes X No
------ ------

The number of outstanding shares of UniFirst Corporation Common Stock and Class
B Common Stock at November 15, 2002 were 9,020,054 and 10,205,144, respectively.
The aggregate market value of shares held by non-affiliates of the Company as of
the end of the last business day of UniFirst's most recently completed second
fiscal quarter was $196,967,420 (based upon the closing price of the Company's
Common Stock on the New York Stock Exchange on said date and assuming the market
value of a share of Class B Common Stock (which is generally non-transferable,
but is convertible at any time into one share of Common Stock) is identical to
the market value of the Common Stock).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's 2002 Annual Report to Shareholders and the Company's
Proxy Statement for its 2003 Annual Meeting of Shareholders (which will be filed
with the Securities and Exchange Commission within 120 days after the close of
the 2002 fiscal year) are incorporated by reference into Parts II, III and IV
hereof.

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company's actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference are discussed in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" incorporated by reference in this
Form 10-K.

ITEM 1. BUSINESS

GENERAL

UniFirst Corporation (the "Company") is one of the largest providers of
workplace uniforms and protective clothing in the United States. The Company
designs , manufactures, rents, cleans, delivers, and sells a wide range of
uniforms and protective clothing, including shirts, pants, jackets, coveralls,
jumpsuits, lab coats, smocks and aprons, and also rents industrial wiping
products, floormats and other non-garment items, to a variety of manufacturers,
retailers and service companies. The Company serves businesses of all sizes in
numerous industry categories. Typical customers include automobile service
centers and dealers, delivery services, food and general merchandise retailers,
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. At certain specialized
facilities, the Company also decontaminates and cleans work clothes that may
have been exposed to radioactive materials and services special cleanroom
protective wear. Typical customers for these specialized services include
government agencies, research and development laboratories, high technology
companies and utilities operating nuclear reactors. In fiscal 2002, the Company
generated $578.9 million in revenue, of which approximately 63% was from the
rental of uniforms and protective clothing, 26% was from the rental of
non-garment items, 9% was from garment decontamination services, and 2% was from
the direct sale of garments.

PRODUCTS AND SERVICES

The Company provides its customers with personalized workplace uniforms and
protective work clothing in a broad range of styles, colors, sizes and fabrics.
The Company's uniform products include shirts, pants, jackets, coveralls,
jumpsuits, smocks, aprons and specialized protective wear, such as garments for
use in radioactive and clean room environments and fire retardant garments. The
Company also offers non-garment items and services, such as industrial wiping
products, floormats, mop dust-control service and other textile products. At
certain specialized facilities, the Company also decontaminates and cleans
clothes which may have been exposed to radioactive materials and services
special cleanroom protective wear.

The Company offers its customers a range of garment service options, including
full-service rental programs in which garments are cleaned and serviced by the
Company and lease programs in which garments are cleaned and maintained by
individual employees, as well as the opportunity to purchase garments and
related items directly. As part of its rental business, the Company picks up a
customer's soiled uniforms or other items on a periodic basis (usually weekly)
and delivers at the same time cleaned and processed replacement items. The
Company's centralized services, specialized equipment and economies of scale
generally allow it to be more cost effective in providing garment services than
customers could be by themselves, particularly those

customers with high employee turnover rates. The Company's uniform program is
intended not only to help its customers foster greater company identity, but to
enhance their corporate image and improve employee safety, productivity and
morale. The Company typically serves its customers pursuant to written service
contracts that range in duration from three to five years.

CUSTOMERS

The Company serves businesses of all sizes in numerous industry categories.
Typical customers include automobile service centers and dealers, delivery
services, 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. The Company currently
services over 150,000 customer locations in 46 of the United States, Canada and
Europe from approximately 140 customer service centers and distribution centers.

MARKETING AND CUSTOMER SERVICE

The Company employs trained sales representatives whose sole function is to
market the Company's services to potential customers and develop new accounts.
The Company also utilizes its route salespeople to maximize sales to existing
customers, such as by offering garment rental customers the opportunity to
purchase non-garment items. Potential customers are contacted by mail, by
telephone and in-person. Sales representatives develop their appointments
through the use of an extensive, proprietary database of pre-screened and
qualified business prospects. This database is built through responses to the
Company's promotional initiatives, through contacts via its World Wide Web site
and trade shows and through the selective use of purchased lists. The Company
also endeavors to elevate its brand identity through certain advertising and
promotional initiatives.

The Company believes that customer service is the most important element in
developing and maintaining its market position and that its emphasis on customer
service is reflected throughout its business. The Company serves its customers
through approximately 1,100 route salespersons, who generally interact on a
weekly basis with their accounts, and more than 750 service support people, who
are charged with expeditiously handling customer requirements regarding the
outfitting of new customer employees, garment repair and replacement, billing
inquiries and other matters. The Company's policy is to respond to all customer
inquiries and problems within 24 hours.

The Company's customer service function is supported by its fully-networked
management information systems, which provide Company personnel with access to
information on the status of customers' orders, inventory availability and
shipping information, as well as information regarding customers' individual
employees, including names, sizes, uniform styles and colors. The Company has a
national account sales group that targets larger customers with nationwide
operations for which the Company can serve as the primary supplier of garment
services. The Company currently employs twenty persons in its national account
sales organization.

COMPETITION

The uniform rental and sales industry is highly competitive. The Company
believes that the top four companies in the uniform rental segment of the
industry currently generate over half of the industry's volume. The remainder of
the market, however, is divided among more than 600 smaller businesses, many of
which serve one or a limited number of markets or geographic service areas and
generate annual revenues of less than $1.0 million, and a small group of which
have revenues of up to approximately $200 million. Although the Company is one
of the larger companies engaged in the uniform rental and sales business, there
are other firms in the industry which are larger and have greater financial
resources than the Company. The Company's leading

competitors include Aramark Corporation, Cintas Corporation and G&K Services,
Inc. In addition to its traditional rental competitors, the Company may
increasingly compete in the future with businesses that focus on selling
uniforms and other related items. The principal methods of competition in the
industry are quality of service and price. The Company also competes with
industry competitors for acquisitions, which has the effect of increasing the
price for acquisitions and reducing the number of available acquisition
candidates. The Company believes that its ability to compete effectively is
enhanced by the superior customer service and support that it provides its
customers.

MANUFACTURING AND SOURCING

The Company manufactured approximately 55% of all garments which it placed in
service during fiscal 2002. These were primarily work pants manufactured at its
plant in Ebano, San Luis Potosi, Mexico and shirts manufactured at its plants in
Cave City, Arkansas and Valles, San Luis Potosi, Mexico. During fiscal 2002 the
Company completed construction of a manufacturing plant in Valles, San Luis
Potosi, Mexico and closed its manufacturing operation in Cave City, Arkansas.
The balance of the garments used in its programs are purchased from a variety of
industry suppliers. While the Company currently acquires the raw materials with
which it produces its garments from a limited number of suppliers, the Company
believes that such materials are readily available from other sources. To date,
the Company has experienced no significant difficulty in obtaining any of its
raw materials or supplies.

EMPLOYEES

At August 31, 2002, the Company employed approximately 7,800 persons, about 5%
of whom are represented by unions pursuant to five separate collective
bargaining agreements. The Company considers its employee relations to be good.

EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

NAME AGE POSITION
---- --- --------

Ronald D. Croatti 59 Chairman of the Board, President,
and Chief Executive Officer

Cynthia Croatti 47 Executive Vice President and
Treasurer

John B. Bartlett 61 Senior Vice President and
Chief Financial Officer

Dennis G. Assad 57 Senior Vice President, Sales
and Marketing

Bruce P. Boynton 54 Senior Vice President, Operations

David A. DiFillippo 45 Senior Vice President, Operations

The principal occupation and positions for the past five years of the executive
officers named above are as follows:

Ronald D. Croatti joined the Company in 1965. Mr. Croatti became Chairman of the
Board in fiscal 2002. He has served as Chief Executive Officer since 1991 and
President since August 31, 1995. Mr. Croatti has overall responsibility for the
management of the Company.

Cynthia Croatti joined the Company in 1980. Ms. Croatti has served as Executive
Vice President since January, 2001, and as Treasurer since 1982 and has primary
responsibility for overseeing the human resources and purchasing functions of
the Company.

John B. Bartlett joined the Company in 1977. Mr. Bartlett has served as Senior
Vice President and Chief Financial Officer since 1986 and has primary
responsibility for overseeing the financial functions of the Company, as well as
its information systems department.

Dennis G. Assad joined the Company in 1975. Mr. Assad has served as Senior Vice
President, Sales and Marketing since 1995 and has primary responsibility for
overseeing the sales and marketing functions of the Company.

Bruce P. Boynton joined the Company in 1976. Mr. Boynton has served as Senior
Vice President, Operations since January, 2001, is the chief operating officer
for the Company's Canadian operations and has primary responsibility for
overseeing the operations of certain regions in the United States. Prior to
January, 2001, Mr. Boynton had served as Vice President, Operations since 1986.

David A. DiFillippo joined the Company in 1979. Mr. DiFillippo has served as
Senior Vice President, Operations since January, 2002, and has primary
responsibility for overseeing the operations of certain regions in the United
States. Prior to January, 2002, Mr. DiFillippo had served as Vice President,
Central Rental Group since January, 2000. Prior to January, 2000, Mr. DiFillippo
had served as a Regional General Manager.

Ronald D. Croatti and Cynthia Croatti are siblings.

ENVIRONMENTAL MATTERS

The Company and its operations are subject to various federal, state and local
laws and regulations governing, among other things, the generation, handling,
storage, transportation, treatment and disposal of hazardous wastes and other
substances. In particular, industrial laundries use and must dispose of
detergent waste water and other residues. 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. In the past,
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.
Further, under environmental laws, an owner or lessee of real estate may be
liable for the costs of removal or remediation of certain hazardous or toxic
substances located on or in or emanating 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, Uvalde, Texas, Williamstown, Vermont,
and Springfield, Massachusetts.

The Company's nuclear garment decontamination facilities are licensed by the
Nuclear Regulatory Commission, or in certain cases by the applicable state
agency, and are subject to regulation by federal, state and local authorities.
In recent years, there has been increased scrutiny and, in certain cases,
regulation of nuclear facilities or related services that have resulted in the
suspension of operations at certain nuclear facilities served by the Company or
disruptions of the Company's ability to service such facilities. There can be no
assurance that such increased

scrutiny will not lead to the shut-down of such facilities or otherwise cause
material disruptions in the Company's garment decontamination business.

ITEM 2. PROPERTIES

At August 31, 2002, the Company owned or occupied 144 facilities containing an
aggregate of approximately 4.3 million square feet located in the United States,
Canada, Mexico, Germany and the Netherlands. These facilities include the
Company's 320,000 square foot Owensboro, Kentucky distribution center (which the
Company believes is one of the largest and most advanced garment distribution
facilities in the industry) and its many customer service locations. The Company
owns 92 of these facilities, containing about 3.7 million square feet. The
Company believes its industrial laundry facilities are among the most modern in
the industry.

The Company owns substantially all of the machinery and equipment used in its
operations. In the opinion of the Company, all of its facilities and its
production, cleaning and decontamination equipment have been well maintained,
are in good condition and are adequate for the Company's present needs. The
Company also owns a fleet of approximately 2,000 delivery vans, trucks and other
vehicles. The Company believes that these vehicles are in good repair and are
adequate for the Company's present needs.

ITEM 3. LEGAL PROCEEDINGS

From time to time the Company is subject to legal proceedings and claims arising
from the conduct of its business operations, including litigation related to
charges for certain ancillary services, personal injury claims, customer
contract matters, employment claims and environmental matters as described
above. The Company maintains insurance coverage providing indemnification
against the majority of such claims and management does not expect that any
material loss to the Company will be sustained as a result thereof.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Incorporated by reference from the information provided as part of the Company's
2002 Annual Report to Shareholders.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference from the information provided under the caption "Ten
Year Financial Summary" which is incorporated herein by reference, as part of
the Company's 2002 Annual Report to Shareholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Incorporated by reference from the information provided under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 2002 Annual Report to Shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference from the information provided under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 2002 Annual Report to Shareholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and the accompanying notes, which are incorporated
herein by reference from the Company's 2002 Annual Report to Shareholders, are
indexed herein under Items 15(a)(1) and (2) of Part IV.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On June 27, 2002, the Company filed a Current Report on Form 8-K - ITEM 4.
Changes to Registrant's Certifying Accountant. On June 24, 2002, the Board of
Directors of the Company decided to no longer engage Arthur Andersen LLP as its
independent auditors and instead engage Ernst & Young LLP to serve as the
Company's independent auditors for the year ending August 31, 2002.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference to the information provided under the caption
"Election of Directors" in the Company's Proxy Statement for its 2003 Annual
Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference to the information provided under the caption "Summary
Compensation Table", "Option Grants with Respect to Fiscal Year 2002", "Option
Exercises and Year-End Holdings", "Supplemental Executive Retirement Plan" and
"Stock Performance Graph" in the Company's Proxy Statement for its 2003 Annual
Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to the information provided under the captions
"Election of Directors" and "Security Ownership of Management and Principal
Shareholders" in the Company's Proxy Statement for its 2003 Annual Meeting of
Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the information provided under the caption "Certain
Relationships and Related Transactions" in the Company's Proxy Statement for its
2003 Annual Meeting of Shareholders.

PART IV

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

As required by the new Rule 13a-15 under the Securities Exchange Act of 1934,
within the 90 days prior to the date of this report, the Company carried out an
evaluation under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in its reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Securities and Exchange Commission's rules and
forms. In connection with the new rules, the Company currently is in the process
of further reviewing and documenting our disclosure controls and procedures,
including our internal controls and procedures for 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.

(b) Changes in internal controls.

None.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The financial statements listed below are filed as part of this report:

1. and 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

The financial statements listed below are incorporated herein by reference from
the Company's 2002 Annual Report to Shareholders.

Consolidated balance sheets as of August 31, 2002 and August 25, 2001

Consolidated statements of income for each of the three years in the period
ended August 31, 2002

Consolidated statements of shareholders' equity for each of the three years in
the period ended August 31, 2002

Consolidated statements of cash flows for each of the three years in the period
ended August 31, 2002

Notes to consolidated financial statements

Report of Ernst & Young LLP, Independent Auditors

Report of Arthur Andersen LLP, Independent Public Accountants

The following additional schedule is filed herewith:

Schedule II - Valuation and qualifying accounts and reserves for each of the
three years in the period ended August 31, 2002.

Report of Ernst & Young LLP, Independent Auditors

Report of Arthur Andersen LLP, Independent Public Accountants

Separate financial statements of the Company have been omitted because the
Company is primarily an operating company and all subsidiaries included in the
consolidated financial statements are totally held.

All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or the notes thereto.

3. EXHIBITS. The exhibits listed in the accompanying Exhibit Index are filed
as part of this report.

(b) Reports filed on Form 8-K

A Current Report on Form 8-K, Item 4. Changes to Registrant's Certifying
Accountant was filed on June 27, 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

UniFirst Corporation

By: /s/ Ronald D. Croatti
-----------------------------------
Ronald D. Croatti
President and Chief Executive Officer
Date: November 27, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form-10-K has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

/s/ Ronald D. Croatti Principal Executive November 27, 2002
- --------------------------- Officer and Director
Ronald D. Croatti

/s/ John B. Bartlett Principal Financial November 27, 2002
- ----------------------------- Officer and Principal
John B. Bartlett Accounting Officer

/s/ Cynthia Croatti Director November 27, 2002
- -----------------------------
Cynthia Croatti

/s/ Donald J. Evans Director November 27, 2002
- -----------------------------
Donald J. Evans

/s/ Albert Cohen Director November 27, 2002
- -----------------------------
Albert Cohen

/s/ Phillip L. Cohen Director November 27, 2002
- -----------------------------
Phillip L. Cohen

/s/ Anthony F. DiFillippo Director November 27, 2002
- -----------------------------
Anthony F. DiFillippo

CERTIFICATION (Principal Executive Officer)

I, Ronald D. Croatti, certify that:

1. I have reviewed this annual report on Form 10-K of UniFirst Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: November 27, 2002

By: /s/ Ronald D. Croatti
---------------------------------
Ronald D. Croatti,
President and Chief Executive Officer
(Principal Executive Officer)

CERTIFICATION (Principal Financial Officer)

I, John B. Bartlett, certify that:

1. I have reviewed this annual report on Form 10-K of UniFirst Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

By: /s/ John B. Bartlett
Date: November 27, 2002 --------------------------------
John B. Bartlett
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)

REPORT OF INDEPENDENT AUDITORS AND INDEPENDENT PUBLIC ACCOUNTANTS ON
SUPPLEMENTAL SCHEDULE TO THE CONSOLIDATED FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Board of Directors and Shareholders
UniFirst Corporation and Subsidiaries

We have audited the consolidated financial statements of UniFirst Corporation
and subsidiaries as of August 31, 2002, and for the year then ended, and have
issued our report thereon dated November 11, 2002 (incorporated by reference in
this Form 10-K). Our audit also included Schedule II--Valuation and Qualifying
Accounts and Reserves as of August 31, 2002, and for the year then ended,
included in this Annual Report on Form 10-K. This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion on this
schedule based on our audit. The financial statement schedule of UniFirst
Corporation and subsidiaries as of August 25, 2001 and August 26, 2000, and for
the two years then ended was subjected to the auditing procedures applied by
other auditors, who have ceased operations, in connection with their audit of
the consolidated financial statements for those two years and whose report dated
October 31, 2001, indicated that such financial statement schedule fairly
stated, in all material respects, the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

In our opinion, the financial statement schedule as of August 31, 2002, and for
the year then ended, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

/s/ ERNST & YOUNG LLP
- ------------------------------------
Boston, Massachusetts
November 11, 2002

Report of Arthur Andersen LLP, Independent Public Accountants

To UniFirst Corporation:

We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in this Form 10-K,
and have issued our report thereon dated October 31, 2001. Our audit was made
for the purpose of forming an opinion on the basic consolidated financial
statements taken as a whole. The supplemental schedule to the consolidated
financial statements listed as Item 15(a)(2) in the Form 10-K is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states, in all
material respects, the financial data required to be set forth therein, in
relation to the basic consolidated financial statements taken as a whole.

/s/ ARTHUR ANDERSEN LLP
- --------------------------------------
Boston, Massachusetts
October 31, 2001

NOTE:
- ----
This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with UniFirst Corporation's filing on Form 10-K for the year ended
August 25, 2001. This audit report has not been reissued by Arthur Andersen LLP
in connection with this filing on Form 10-K. See Exhibit 23.2 for further
discussion.

UNIFIRST CORPORATION AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR EACH
OF THE THREE YEARS IN THE PERIOD ENDED AUGUST 31, 2002

EXHIBIT INDEX

DESCRIPTION

3-A Restated Articles of Organization -- incorporated by
reference to Exhibit 3-A to the Company's Registration
Statement on Form S-1 (No. 2-83051) -- and the Articles of
Amendment dated January 12, 1988, a copy of which was filed
on an exhibit to the Company's Annual Report on Form 10-K
for fiscal year ended August 27, 1988 -- and the Articles
of Amendment dated January 21, 1993, a copy of which was
filed on an exhibit to the Company's Quarterly Report on
Form 10-Q for fiscal quarter ended February 27, 1993.

3-B By-laws -- incorporated by reference to Exhibit 3-B to the
Company's Annual Report on Form 10-K for fiscal year ended
August 31, 1991.

10-A UniFirst Corporation Profit Sharing Plan -- incorporated
by reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-8 (number 33-60781) -- and the
Amendment dated June 27, 1995, a copy of which was filed on
an exhibit to the Company's Annual Report on Form 10-K for
fiscal year ended August 31, 1996.

EXHIBIT 10-D UniFirst Corporation 1996 Stock Incentive Plan, as amended*

EXHIBIT 13 The Company's 2002 Annual Report to Shareholders (filed
herewith to the extent expressly incorporated by reference
herein).

EXHIBIT 21 List of subsidiaries of the Company

EXHIBIT 23.1 Consent of Ernst & Young LLP, Independent Auditors

EXHIBIT 23.2 Information Regarding Consent of Arthur Andersen LLP

* Filed herewith.