Cintas (CTAS) 10-K risk factor changes: FY2009 vs FY2008

The statements in this section describe major risks that could materially and adversely affect our business, financial condition and results of [removed: operations,] [added: operation,] and the trading price of our debt or equity securities could decline.

[removed: This] [added: _This] Annual Report on Form 10-K contains forward-looking statements that are subject to numerous assumptions, risks or uncertainties.

These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in [removed: or implied by this Annual Report.][added: or_]

Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy costs, lower sales volumes, loss of customers due to outsourcing trends, the [added: effects of credit market volatility and changes in our credit ratings, fluctuations in foreign currency exchange, the] performance and costs of integration of acquisitions, fluctuations in costs of materials and labor including increased medical costs, costs and possible effects of union organizing activities, failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, [added: asset impairment charges,] the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, the initiation or outcome of litigation, higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic events, changes in federal and state tax and labor [removed: laws and] [added: laws,] the reactions of competitors in terms of price and [removed: service.][added: service and other factors set forth in this Item 1A.]

Cintas undertakes no obligation to update any forward-looking statements whether as a result of new information or to reflect events or circumstances arising after the date on which they are [removed: made.][added: made._]

[removed: General] [added: _Negative global] economic factors may adversely affect our financial [removed: performance.][added: performance._]

[removed: General] [added: Negative] economic conditions, in North America and globally, may adversely affect our financial performance.

[removed: Increased] [added: _Increased] competition could adversely affect our financial [removed: performance.][added: performance._]

[removed: If] existing or future competitors seek to gain or retain market share by reducing prices, Cintas may be required to lower prices, which would hurt our results of [removed: operations.][added: operation.]

These competitive pressures could adversely affect our sales and results of [removed: operations.][added: operation.]

[removed: Risks] [added: _Risks] associated with the suppliers from whom our products are sourced could adversely affect our results of [removed: operations.][added: operation._]

We require all of our suppliers to comply with applicable laws, including labor and [added: environmental laws, and otherwise be certified as meeting our required supplier standards of conduct.]

These and other factors affecting our suppliers and our access to products could adversely affect our results of [removed: operations.][added: operation.]

[removed: Further increases] [added: _Increases] in fuel and energy costs could adversely affect our results of [removed: operations] [added: operation] and financial [removed: condition.][added: condition._]

[removed: Any further increase] [added: Similar increases] in [added: the future in] fuel and energy costs could adversely affect our results of [removed: operations] [added: operation] and financial condition.

[removed: An] [added: _An] inability to open new, cost effective operating facilities may adversely affect our expansion [removed: efforts.][added: efforts._]

[removed: Unionization] [added: _Unionization] campaigns could adversely affect our results of [removed: operations.][added: operation._]

This campaign could be materially disruptive to our business and could materially adversely affect our results of [removed: operations.][added: operation.]

[removed: Within] [added: _Within] our Document Management business, we handle [removed: customers’] [added: customers'] confidential information.

Our failure to protect our [removed: customers’] [added: customers'] confidential information against security breaches could damage our reputation, harm our business and adversely impact our results of [removed: operations.][added: operation._]

Our Document Management [added: Services] business includes both document [removed: shredding] [added: destruction] and document [removed: storage] [added: retention] services.

These services involve the handling of our [removed: customers’] [added: customers'] confidential information and the subsequent [removed: shredding] [added: destruction] or [removed: storage] [added: retention] of this information.

Any compromise of security, accidental loss or theft of customer data in our possession could damage our reputation and expose us to risk of liability, which could harm our business and adversely impact our results of [removed: operations.][added: operation.]

[removed: Compliance] [added: _Compliance] with environmental laws and regulations could result in significant costs that adversely affect our results of [removed: operations.][added: operation._]

[added: While based on information currently known to us, we believe that we maintain adequate] reserves with respect to these matters, our liability could exceed forecasted amounts, and the imposition of additional clean-up obligations or the discovery of additional contamination at these or other sites could result in significant additional costs which could adversely affect our results of operation.

[removed: We] [added: _We] are subject to legal proceedings that may adversely affect our financial condition and results of [removed: operations.][added: operation._]

We discuss these lawsuits and other litigation to which we are party in greater detail [removed: below] under the caption [removed: “Item] [added: "Item] 3.

Legal [removed: Proceedings”] [added: Proceedings"] and in Note [removed: 12] [added: 14] entitled Litigation and Other Contingencies of [removed: “Notes] [added: "Notes] to Consolidated Financial [removed: Statements.”] [added: Statements."] Certain of these lawsuits or potential future lawsuits, if decided adversely to us or settled by us, may result in liability [added: and expense] material to our financial condition and results of [removed: operations.][added: operation.]

[removed: Failure] [added: _Failure] to comply with the regulations of the U.S. Occupational Safety and Health Administration and other state and local agencies that oversee safety compliance could adversely affect our results of [removed: operations.][added: operation._]

The Occupational Safety and Health Act of 1970, as amended, or [removed: “OSHA”,] [added: "OSHA",] establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by [removed: the Occupational Safety and Health Administration] [added: OSHA] and various record keeping, disclosure and procedural requirements.

[removed: The] [added: Any] failure to comply with these regulations could result in fines by government authorities, payment of damages to private litigants and affect our ability to service our [removed: customers.][added: customers and adversely affect our results of operation.]

[removed: Risks] [added: _Risks] associated with our acquisition [removed: policy] [added: practice] could adversely affect our results of [removed: operations.][added: operation._]

The failure to successfully integrate these acquired businesses or to discover such liabilities could adversely affect our results of [removed: operations.][added: operation.]

[removed: We] [added: _We] may experience difficulties in attracting and retaining competent personnel in key [removed: positions.][added: positions._]

Competitive pressures within and outside our industry may make it more difficult and expensive for us to attract and retain key employees which could adversely affect our [removed: business.][added: businesses.]

[removed: Unexpected] [added: _Unexpected] events could disrupt our operations and adversely affect our results of [removed: operations.][added: operation._]

Unexpected events, including fires or explosions at facilities, natural disasters such as hurricanes and tornados, war or terrorist activities, unplanned outages, supply disruptions, failure of equipment or systems or changes in laws and/or regulations impacting our [removed: business,] [added: businesses,] could adversely affect our results of [removed: operations.][added: operation.]

[removed: Failure] [added: _Failure] to achieve and maintain effective internal controls could adversely affect our business and stock [removed: price.][added: price._]

Failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable [removed: financial reports or prevent fraud.]

4

_implied by this Annual Report.

"Risk Factors" section.

_The effects of credit market volatility and changes in our credit ratings could adversely affect our liquidity and results of operation._

Our operating cash flows, combined with access to the credit markets, provide us with significant discretionary funding capacity.

However, deterioration in the global credit markets may limit our ability to access credit markets, which could adversely affect our liquidity and/or increase our cost of borrowing.

In addition, credit market deterioration and its actual or perceived effects on our results of operation and financial condition, along with deterioration in general economic conditions, may increase the likelihood that the major independent credit agencies will downgrade our credit ratings, which could increase our cost of borrowing.

Increases in our cost of borrowing could adversely affect our results of operation.

_Fluctuations in foreign currency exchange could adversely affect our financial condition and results of operation._

We earn revenue, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including the Canadian dollar and the euro.

In fiscal 2009, fiscal 2008 and fiscal 2007, revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

Because our consolidated financial statements are presented in U.S. dollars, we must translate revenue, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period.

Therefore, fluctuations in the value of the U.S. dollar against other major currencies, particularly in the event of significant increases in foreign currency revenue, will impact our revenue and operating income and the value of balance sheet items denominated in foreign currencies.

This impact could adversely affect our financial condition and results of operation.

If

5

The increases in oil prices during 2008, which moderated in late 2008 and 2009, resulted in significantly higher fuel costs to Cintas.

6

7

_Deterioration in general economic conditions, primarily in North America, may result in the recognition of impairment charges which could adversely affect our results of operation and financial condition._

We assess our goodwill and other intangible assets and our long-lived assets for impairment when required by U.S. generally accepted accounting principles.

These accounting principles require that we record an impairment charge if circumstances indicate that the asset carrying values exceed their fair values.

The fair value of these assets is impacted by general economic conditions in the locations in which we operate.

Deterioration in these general economic conditions may result in: declining revenue which can lead to excess capacity and declining operating cash flow; reductions in management's estimates for future revenue and operating cash flow growth; increases in borrowing rates and other deterioration in factors that impact our weighted average cost of capital; and deteriorating real estate values.

If our assessment of goodwill, other intangible assets or long-lived assets indicates an impairment of the carrying value for which we recognize an impairment charge, this may adversely affect our results of operation and financial condition.

8

financial reports or prevent fraud.

environmental laws, and otherwise be certified as meeting our required supplier standards of conduct.

Recent oil price increases have adversely affected our operating expense.

While, based on information currently known to us, we believe that we maintain adequate

of Financial Condition and Results of [removed: Operations][added: Operation]

[removed: Business Strategy][added: Business Strategy]

Cintas provides highly specialized products and services to businesses of all types [added: primarily] throughout the United States and Canada.

Finally, we [removed: will continue to] evaluate strategic acquisitions as opportunities arise.

The [removed: Rentals] [added: Rental Uniforms and Ancillary Products] operating segment reflects the rental and servicing of uniforms and other [removed: garments,] [added: garments including flame resistant clothing,] mats, mops and shop [removed: towels.][added: towels and other ancillary items.]

[removed: Effective June 1, 2007, this operating segment was renamed Rental] [added: Rental] Uniforms and Ancillary [removed: Products.][added: Products Operating Segment]

[removed: Effective June 1, 2007, the] Other Services [removed: operating segment was separated into three] [added: revenue, consisting of revenue from the] reportable operating segments [removed: –] [added: of] Uniform Direct [removed: Sales operating segment,] [added: Sales,] First Aid, Safety and Fire Protection Services [removed: operating segment] and Document Management [removed: Services operating segment.][added: Services, decreased 7.6% compared to fiscal 2008.]

The Document Management Services operating segment consists of document [removed: shredding] [added: destruction, document imaging] and document [removed: storage] [added: retention] services.

| | | [removed: 2008] | | | [added: 2009] | [removed: 2007] | | [added: 2008] | | [removed: 2006] | [added: 2007] | |

| [removed: Revenue:] | [added: Revenue:] | | | | | | | | | | | |

| [removed: Rental Uniforms] [added: | Cost of rental uniforms] and [removed: Ancillary Products] [added: ancillary products] | | [added: $] | [removed: 72.0%] [added: 8.4] | | [added: $] | [added: —] | [removed: 73.8%] | [added: $] | [added: —] | | [removed: 75.5%] [added: $] | [added: —] | [added: | $ | 8.4 | |]

| [added: | |] First Aid, Safety and Fire Protection Services | | | [removed: 10.3% | |] [added: 61.9] | [added: %] | [removed: 9.8%] | [added: 60.1] | [added: %] | | [removed: 8.4%] [added: 60.1] | [added: %] |

| [added: |] Total revenue | | | [removed: 100.0%] | [removed: |] [added: 100.0] | [added: %] | [removed: 100.0%] | [added: 100.0] | [added: %] | | [removed: 100.0%] [added: 100.0] | [added: %] |

| [added: |] Cost of sales: | | | | | | | | | | | | [removed: |]

[removed: | Rental] [added: Rental] Uniforms and Ancillary Products [removed: | | | 55.8% | | | | 55.4% | | | | 54.8% | |][added: Operating Segment]

| [added: | |] First Aid, Safety and Fire Protection Services | | | [removed: 60.1% | |] [added: 38.1] | [added: %] | [removed: 60.1%] | [added: 39.9] | [added: %] | | [removed: 60.3%] [added: 39.9] | [added: %] |

| [added: |] Total cost of sales | | | [removed: 57.3%] | [removed: |] [added: 58.9] | [added: %] | [removed: 57.3%] | [added: 57.3] | [added: %] | | [removed: 57.3%] [added: 57.3] | [added: %] |

| [added: |] Gross margin: | | | | | | | | | | | | [removed: |]

| [removed: Rental Uniforms] [added: | Cost of rental uniforms] and [removed: Ancillary Products] [added: ancillary products] | | [added: $] | [removed: 44.2%] [added: 8.4] | | [added: $] | [added: —] | [removed: 44.6%] | [added: $] | [added: —] | | [removed: 45.2%] [added: $] | [added: —] | [added: | $ | 8.4 | |]

[removed: | First] [added: First] Aid, Safety and Fire Protection Services [removed: | | | 39.9% | | | | 39.9% | | | | 39.7% | |][added: Operating Segment]

| [added: |] Total gross margin | | | [removed: 42.7%] | [removed: |] [added: 41.1] | [added: %] | [removed: 42.7%] | [added: 42.7] | [added: %] | | [removed: 42.7%] [added: 42.7] | [added: %] |

| [added: |] Selling and administrative expenses | | | [removed: 28.0%] | [removed: |] [added: 28.7] | [added: %] | [removed: 27.1%] | [added: 28.0] | [added: %] | | [removed: 26.8%] [added: 27.1] | [added: %] |

[removed: As shown above,] [added: Acquisitions in] our First Aid, Safety and Fire Protection Services operating segment [removed: revenue] and [added: our] Document Management Services operating segment [removed: revenue have grown as a percentage] [added: accounted for growth] of [removed: our total revenue over the last two] [added: 0.7% during] fiscal [removed: years.][added: 2009.]

[removed: Fiscal] [added: Fiscal] 2008 Compared to Fiscal [removed: 2007][added: 2007]

The deterioration in the [removed: North American economy] [added: U.S. and Canadian economies] created a challenging environment throughout fiscal 2008.

[removed: In addition, our fire protection services business within the First] [added: First] Aid, Safety and Fire Protection [added: Services Operating Segment]

[added: In addition, our fire protection services business within the First Aid, Safety and Fire Protection] Services operating segment suffered due to pressure on fire installation system revenue and lower than anticipated recurring service revenue.

Information related to acquisitions is discussed in Note [removed: 8] [added: 10] entitled Acquisitions of [removed: “Notes] [added: "Notes] to Consolidated Financial [removed: Statements.”][added: Statements."]

Rental Uniforms and Ancillary Products operating segment revenue consists predominantly of revenue derived from the rental of corporate identity uniforms and other [removed: garments,] [added: garments including flame resistant clothing,] and the rental and/or sale of mats, mops, shop towels, restroom supplies and other rental services.

Cost of rental uniforms and ancillary products consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, [added: mops,] shop towels and other [removed: rental] [added: ancillary] items.

Income before income [removed: tax] [added: taxes] was $530.7 million, a 0.5% decrease over fiscal 2007.

Cintas' effective tax rate was 36.8% for fiscal 2008 as compared to 37.3% for fiscal 2007 (see also Note [removed: 7] [added: 9] entitled Income Taxes of [removed: “Notes] [added: "Notes] to Consolidated Financial [removed: Statements”).][added: Statements").]

Rental Uniforms and Ancillary Products [removed: Operating Segment][added: operating segment revenue decreased organically by 2.4% in fiscal 2009.]

[removed: Uniform] [added: Uniform] Direct Sales Operating [removed: Segment][added: Segment]

Cost of uniform direct sales increased $8.5 million, or 2.5%, for fiscal 2008 due to increased Uniform Direct Sales [added: operating segment] volume.

[added: | | |] First Aid, Safety and Fire Protection Services [removed: Operating Segment][added: | | | 10.0 | % | | 10.3 | % | | 9.8 | % |]

[removed: The operating segment’s internal growth was negatively impacted by lower than anticipated fire] suppression system installation revenue and lower than anticipated recurring service revenue within the fire protection services business.

Cost of first aid, safety and fire protection services increased $24.8 million, or 11.4%, for fiscal 2008, due to increased First Aid, Safety and Fire Protection Services [added: operating segment] volume.

[removed: Document] [added: Document] Management Services Operating [removed: Segment][added: Segment]

The internal growth is primarily due to the sale of [removed: shredding] [added: destruction] services to new customers.

Results of Operation

The economic environment in fiscal 2009 presented challenges not experienced in decades.

The financial crisis which began in September, 2008, caused many of our customers to immediately reduce spending.

As the economic turmoil continued, we saw our customers make dramatic reductions in spending.

Significant job losses in the U.S. and Canada followed the financial crisis, as these economies lost millions of jobs from October, 2008, through May, 2009.

The suddenness and severity of the economic downturn required us to react quickly to reduce our cost structure.

Beginning in the second quarter of fiscal 2009, we closed two manufacturing plants in Kentucky, initiated hiring and wage freezes in many parts of the organization, eliminated many overhead positions and reduced discretionary and capital spending.

These initiatives resulted in a reduction to selling and administrative expenses of approximately $60 million when comparing the last six months of fiscal 2009 to the first six months of fiscal 2009.

In addition to the actions described above, we initiated restructuring activities during the fourth quarter of fiscal 2009 to reduce excess capacity and further reduce our cost structure.

These activities included closing or converting to branches 16 of our rental processing plants and reducing our workforce by 1,200 employees.

We

14

expect these restructuring activities to be completed by May 31, 2010.

During the fourth quarter of fiscal 2009, we recorded charges of $48.9 million in long-lived asset impairment costs, $7.9 million in employee termination costs and $2.3 million in other exit costs for a total of $59.1 million that will be incurred as a result of this restructuring.

The following summarizes these amounts by operating segment:

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

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

| | (In millions) May 31, 2009 | | | Rental Uniforms & Ancillary Products | | | Uniform Direct Sales | | | First Aid, Safety & Fire Protection | | | Document Management | | | Total | |

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

| | Restructuring charges | | $ | 8.8 | | $ | 0.5 | | $ | 0.6 | | $ | 0.3 | | $ | 10.2 | |

| | Impairment of long-lived assets | | | 44.2 | | | 4.1 | | | 0.6 | | | — | | | 48.9 | |

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

| | Loss before income taxes | | $ | 53.0 | | $ | 4.6 | | $ | 1.2 | | $ | 0.3 | | $ | 59.1 | |

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

A progression of our restructuring liability balance, primarily recorded in accrued compensation and related liabilities, at May 31, 2009, is as follows:

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

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

| | (In millions) | | | Employee Termination Costs | | | Other Exit Costs | | | Total | |

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

| | Charge to earnings — fiscal 2009 | | $ | 7.9 | | $ | 2.3 | | $ | 10.2 | |

| | Cash paid — fiscal 2009 | | | (2.0 | ) | | — | | | (2.0 | ) |

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

| | Balance as of May 31, 2009 | | $ | 5.9 | | $ | 2.3 | | $ | 8.2 | |

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

Despite the economic turmoil during fiscal 2009, we were still able to generate strong operating cash flow.

Net cash provided by operating activities was $523.5 million.

We reduced capital and acquisition spending by $110.9 million in fiscal 2009 compared to fiscal 2008.

We were able to pay down $157.1 million in net borrowings during fiscal 2009, resulting in no outstanding commercial paper borrowings as of May 31, 2009.

Additionally, we were still able to pay shareholders an increased dividend of $0.47 per share.

Results of Operations

Fiscal 2008 marked the 39th consecutive year of uninterrupted growth in sales and profits for Cintas.

This milestone was achieved despite challenging economic conditions, including significant increases in energy costs.

Additionally, we increased our dividends paid to shareholders by 17.9%.

Cintas historically classified its businesses into two operating segments, Rentals and Other Services.

The Other Services operating segment historically consisted of the direct sale of uniforms and related items, first aid, safety and fire protection products and services, document management services and branded promotional products.

This change provides more visibility to these operating segments as they continue to grow and have a larger impact on Cintas’ consolidated results.

Revenue and income before income taxes for each of these operating segments for fiscal 2008, fiscal 2007 and fiscal 2006 are presented in Note 13 entitled Segment Information of “Notes to Consolidated Financial Statements.”

Fiscal 2007 and fiscal 2006 amounts have been restated to reflect the change to the reportable operating segments made effective June 1, 2007.

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

| Uniform Direct Sales | | | 13.1% | | | | 13.5% | | | | 14.2% | |

| Document Management Services | | | 4.6% | | | | 2.9% | | | | 1.9% | |

| Uniform Direct Sales | | | 67.5% | | | | 68.0% | | | | 69.9% | |

| Document Management Services | | | 45.4% | | | | 47.6% | | | | 47.5% | |

| Uniform Direct Sales | | | 32.5% | | | | 32.0% | | | | 30.1% | |

| Document Management Services | | | 54.6% | | | | 52.4% | | | | 52.5% | |

| Interest income | | | \-0.1% | | | | \-0.2% | | | | \-0.2% | |

| Interest expense | | | 1.3% | | | | 1.4% | | | | 0.9% | |

| Income before income taxes | | | 13.5% | | | | 14.4% | | | | 15.2% | |

This shift was driven by acquisitions of first aid, safety and fire protection businesses and document management businesses.

Information related to acquisitions is discussed in Note 8 entitled Acquisitions of “Notes to Consolidated Financial Statements.” In addition, the continued development of our sales efforts in the First Aid, Safety and Fire Protection Services operating segment and the Document Management Services operating segment have contributed to higher revenue growth in these two operating segments compared to the Rental Uniforms and Ancillary Products operating segment and the Uniform Direct Sales operating segment.

Selling and administrative expenses as a percentage of revenue have increased over the last two fiscal years primarily due to a reorganization of our sales efforts which began in fiscal 2007.

The financial impact of this reorganization effort continued into fiscal 2008.

The reorganization has been completed, and we expect to see improved leverage in fiscal 2009.

The remaining growth in total revenue was generated predominantly through acquisitions of rental, first aid, safety and fire protection service businesses and document management businesses.

New business remained the main driver of our internal growth as we continued to sell rental programs to new customers.

We also continued to expand our rental market, with over half of our new business being comprised of customers who were first time users of uniform rental programs.

Selling and administrative expenses increased mainly due to higher selling expenses.

In fiscal 2007, we reorganized our sales efforts to become more efficient and productive in the long-term.

The increase in diluted earnings per share was greater than the increase in net income due to the impact of the share buyback program, which is discussed in more detail in the Liquidity and Capital Resources section below.

This increase was due to the increased investment in our sales organization and increases in our marketing efforts and sales promotions as described above.

The remaining growth was generated through the acquisition of first aid, safety and fire protection businesses.

The remaining growth was generated through the acquisition of document management businesses.

Fiscal 2007 Compared to Fiscal 2006

Fiscal 2007 total revenue was $3.7 billion, an increase of 8.9% over fiscal 2006.

Internal growth was 5.3% in fiscal 2007, compared to 7.8% in fiscal 2006.

This decline in internal growth is due to economic pressure experienced throughout the year from the continued off-shoring of manufacturing jobs as well as the ripple effect felt at other customers that serve these manufacturing businesses.

In addition, the reorganization of our sales force has taken longer in the current year than we anticipated.

Our internal growth continues to be generated mainly through the sale of uniform rental programs to new customers and the increased penetration of ancillary products to our existing customer base.

This operating segment’s revenue increased 6.5% over fiscal 2006.

If short-term rates [removed: change] [added: changed] by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $1] [added: $0.5] million.

This estimated exposure considers the [removed: mitigating] effects [removed: of marketable securities] on [added: investments and] the change in the cost of variable rate debt.

Earnings are affected by changes in short-term interest rates due to investments in marketable securities and money market accounts and periodic issuances of commercial paper.

Foreign denominated revenue and profit represents less than 10% of Cintas' consolidated revenue and profit.

Cintas periodically uses foreign currency hedges such as average rate options and forward contracts to mitigate the risk of foreign currency exchange rate movements resulting from foreign currency revenue and from international cash flows.

29

Earnings are affected by changes in short-term interest rates due to the use of commercial paper of approximately $163 million, with an average interest rate of 2.19%.

This exposure is limited by the investment in marketable securities, which act as a hedge against variability in short-term rates.

Cintas does not currently use forward exchange contracts to limit potential losses in earnings or cash flows from foreign currency exchange rate movements.

Cintas Corporation (Cintas), a Washington corporation, provides highly specialized products and services to businesses of all types [added: primarily] throughout the United States and Canada.

We provide our products and services to approximately 800,000 businesses of all types [removed: –] [added: —] from small service and manufacturing companies to major corporations that employ thousands of people.

The [removed: Rentals] [added: Rental Uniforms and Ancillary Products] operating segment reflects the rental and servicing of uniforms and other [removed: garments,] [added: garments including flame resistant clothing,] mats, mops and shop towels and other ancillary items.

The Document Management Services operating segment consists of document [removed: shredding] [added: destruction, document imaging] and document [removed: storage] [added: retention] services.

| [added: | Fiscal] Year Ended May 31, (in thousands) | | [removed: 2008] | [removed: | |] [added: 2009] | [removed: 2007] | | [added: 2008] | | [removed: 2006] | [added: 2007] | |

| [added: |] Rental Uniforms and Ancillary Products | | $ | [removed: 2,834,568 |] [added: 2,755,015] | | $ | [removed: 2,734,629 |] [added: 2,834,568] | | $ | [removed: 2,568,776] [added: 2,734,629] | |

| [added: |] Uniform Direct Sales | | | [removed: 517,490 | |] [added: 428,369] | | [removed: 501,443] | [added: 517,490] | | | [removed: 484,934] [added: 501,443] | |

| [added: |] First Aid, Safety and Fire Protection Services | | | [removed: 403,552 | |] [added: 378,097] | | [removed: 362,417] | [added: 403,552] | | | [removed: 285,348] [added: 362,417] | |

| [added: |] Document Management Services | | | [removed: 182,290 | |] [added: 213,204] | | [removed: 108,411] | [added: 182,290] | | | [removed: 64,550] [added: 108,411] | |

| | | [removed: $] | [removed: 3,937,900] [added: $] | [added: 3,774,685] | | $ | [removed: 3,706,900 |] [added: 3,937,900] | | $ | [removed: 3,403,608] [added: 3,706,900] | |

Additional information is also included in Note [removed: 13] [added: 15] entitled [added: Operating] Segment Information in [removed: “Notes] [added: "Notes] to Consolidated Financial [removed: Statements.”][added: Statements."]

Within the Document Management Services operating segment, Cintas provides its services via local service routes originating from document management branches and document [removed: storage] [added: retention] facilities.

In total, Cintas has approximately [removed: 8,400] [added: 7,900] local delivery routes, [removed: 405] [added: 411] operations and 8 distribution centers.

At May 31, [removed: 2008,] [added: 2009,] Cintas employed approximately [removed: 34,000] [added: 31,000] employees of which approximately [removed: 400] [added: 300] were represented by labor unions.

In addition, Cintas operates [removed: 10] [added: 6] manufacturing facilities which provide for standard uniform needs.

Environmental spending related to water treatment and waste removal was approximately [removed: $17] [added: $19] million in fiscal [removed: 2008] [added: 2009] and approximately [removed: $16] [added: $17] million in fiscal [removed: 2007.][added: 2008.]

Capital expenditures to limit or monitor hazardous substances were approximately [removed: $4] [added: $2] million in fiscal [removed: 2008] [added: 2009] and approximately [removed: $2] [added: $4] million in fiscal [removed: 2007.][added: 2008.]

Cintas classifies its businesses into four operating segments.

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

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

3

The products and services provided by Cintas are as follows:

| | · | Uniforms and Apparel |

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

| | · | Mats, Mops and Towels |

| | · | Restroom and Hygiene Service |

| | · | First Aid |

| | · | Safety |

| | · | Fire Protection |

| | · | Branded Promotional Products |

| | · | Document Shredding and Storage |

| | · | Cleanroom Resources |

| | · | Flame Resistant Clothing |

Cintas historically classified its businesses into two operating segments, Rentals and Other Services.

Effective June 1, 2007, this operating segment has been renamed Rental Uniforms and Ancillary Products.

The Other Services operating segment historically consisted of the direct sale of uniforms and related items, first aid, safety and fire protection products and services, document management services and branded promotional products.

Effective June 1, 2007, the Other Services operating segment was separated into three reportable operating segments – Uniform Direct Sales operating segment, First Aid, Safety and Fire Protection Services operating segment and Document Management Services operating segment.

This change provides more visibility to these operating segments as they continue to grow and have a larger impact on Cintas’ consolidated results of operations.

Fiscal 2007 and fiscal 2006 have been restated to reflect the change to the reportable operating segments made effective June 1, 2007.

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Financial Statements and Supplementary [removed: Data,”] [added: Data,"] in Note [removed: 12] [added: 14] entitled Litigation and Other Contingencies of [removed: “Notes] [added: "Notes] to Consolidated Financial [removed: Statements.”] [added: Statements."] We refer you to [removed: those discussions] [added: and incorporate by reference into this Item 3 that discussion] for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.

We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in "Item 8.

We discuss certain legal proceedings pending against us in Part II of this Annual Report on Form 10-K under the caption “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Litigation and Other Contingencies” and “Item 8.

We provide the following additional information concerning those legal proceedings which sets forth the name of the lawsuit, the court in which the lawsuit is pending and the date on which the petition commencing the lawsuit was filed.

Wage and Hour Litigation: Paul Veliz, et al.

v.

Cintas Corporation, United States District Court, Northern District of California, Oakland Division, March 19, 2003.

On August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws: Arkansas, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington, West Virginia and Wisconsin.

On February 14, 2006, the court permitted plaintiffs to file a second amended complaint alleging state law claims in the 15 states listed above only with respect to the putative class members that may litigate their claims in court.

Race and Gender Litigation and Related Charges: Robert Ramirez, et al.

Cintas Corporation (Ramirez), United States District Court, Northern District of California, San Francisco Division, January 20, 2004, alleging class action claims of race, national origin and gender discrimination in hiring, promotion and pay; Blanca Nelly Avalos, et.

al.

Cintas Corporation (Avalos), United States District Court, Eastern District of Michigan, Southern Division, August 30, 2005, alleging class action claims of race, national origin and gender discrimination in hiring, promotion and pay; On April 27, 2005, the Equal Employment Opportunity Commission (EEOC) intervened in Ramirez; Mirna E.

Serrano, et al.

Cintas Corporation (Serrano), United States District Court for the Eastern District of Michigan, Southern Division, May 10, 2004, alleging class action claims of gender discrimination in hiring into service sales representative positions; On November 15, 2005, the EEOC intervened in Serrano; On May 11, 2006, the Ramirez and Avalos African-American, Hispanic and female failure to hire into service sales representative positions claims and the EEOC’s intervention were consolidated for pretrial purposes with the Serrano case and transferred to the United States District Court for the Eastern District of Michigan, Southern Division, the remaining claims in Ramirez were dismissed or compelled to arbitration; Colleen Grindle, et al.

Cintas Corporation (Grindle), Court of Common Pleas, Wood County, Ohio, February 20, 2007, alleging class action claims on behalf of female employees at Cintas’ Perrysburg, Ohio rental location who allegedly were denied hire, promotion or transfer into service sales representative positions; The Grindle case is stayed pending the class certification proceedings in Serrano; Larry Houston, et al.

Cintas Corporation (Houston), United States District Court for the Northern District of California, August 3, 2005; On November 22, 2005, the named plaintiffs in Houston were ordered to arbitration; EEOC charge filed by Clifton Cooper on March 23, 2005, with the EEOC Systemic Litigation Unit; Mr. Cooper’s claims are now part of the Houston arbitration matter.

Breach of Fiduciary Duties: Manville Personal Injury Settlement Trust v.

Richard T.

Farmer, et.

al., A0806822, Court of Common Pleas, Hamilton County, Ohio, July 17, 2008.

Item 4.

Submission of Matters to a Vote of Security Holders

None in the fourth quarter of fiscal 2008.

Part II

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE COMMISSION

[removed: Washington,] [added: Washington,] D.C. 20549

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

| X | [added: |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended May 31, [removed: 2008] [added: 2009] |

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

[added: |] Commission File No. 0-11399 [added: | | |]

[removed: CINTAS CORPORATION][added: Cintas Corporation]

| Incorporated under the Laws of Washington | | [added: | |] IRS Employer ID [added: No. 31-1188630] |

| Title of each class | | Name of each exchange on which registered | [added: | |]

| Common Stock, no par value | | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) | [added: | |]

[added: |] YES [added: | |] ü [added: | |] NO [removed: ___­][added: | | |]

[added: |] YES [removed: __] [added: | | | |] NO [added: | |] ü [removed: ­][added: |]

Large Accelerated Filer ü Accelerated Filer [removed: ___] Smaller Reporting Company [removed: ___] Non-Accelerated Filer [removed: ___][added: (Do not check if a smaller reporting company)]

[removed: Yes ___ No] [added: | YES | |] ü [added: | | NO | | |]

The aggregate market value of the Common Stock held by non-affiliates as of November 30, [removed: 2007,] [added: 2008,] was [removed: $4,916,136,923] [added: $3,669,978,425] based on a closing sale price of [removed: $31.99] [added: $24.02] per share.

As of June 30, [removed: 2008, 173,083,426] [added: 2009, 173,085,926] shares of Common Stock were issued and [removed: 153,691,103] [added: 152,790,170] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2008] [added: 2009] Annual Meeting of Shareholders are incorporated by reference in Part III as specified.

| | [added: | | | | | |] Page |

[removed: | Part] [added: Part] I [removed: | | | |]

[removed: Item 1A.][added: | [ Item 1A.](#da18701_item_1a._risk_factors) | | | | | [ Risk Factors](#da18701_item_1a._risk_factors) | | [ 4](#da18701_item_1a._risk_factors) |]

10-K 1 a2193768z10-k.htm 10-K

| | | |

| | | |

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| | | | | |

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

| (State or other jurisdiction of incorporation or organization) | | 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, Ohio 45262-5737 (Address of principal executive offices) Phone: (513) 459-1200 (Telephone number of principal executive offices) | | |

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Indicate by a checkmark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

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| YES | | | | NO | | |

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| YES | | | | NO | | ü |

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1

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

| [Part I](#da18701_part_i) | | | | | | | |

| [ Item 1.](#da18701_item_1._business) | | | | | [ Business](#da18701_item_1._business) | | [ 3](#da18701_item_1._business) |

| [ Item 1B.](#da18701_item_1b._unresolved_staff_comments) | | | | | [ Unresolved Staff Comments](#da18701_item_1b._unresolved_staff_comments) | | [ 9](#da18701_item_1b._unresolved_staff_comments) |

| [ Item 2.](#da18701_item_2._properties) | | | | | [ Properties](#da18701_item_2._properties) | | [ 9](#da18701_item_2._properties) |

| [ Item 3.](#da18701_item_3._legal_proceedings) | | | | | [ Legal Proceedings](#da18701_item_3._legal_proceedings) | | [ 10](#da18701_item_3._legal_proceedings) |

| [ Item 4.](#da18701_item_4._submission_of___da102378) | | | | | [ Submission of Matters to a Vote of Security Holders](#da18701_item_4._submission_of___da102378) | | [ 10](#da18701_item_4._submission_of___da102378) |

| [ Part II](#dc18701_part_ii) | | | | | | | |

| [ Item 5.](#dc18701_item_5._market_for_registrant___ite04666) | | | | | [ Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#dc18701_item_5._market_for_registrant___ite04666) | | [ 11](#dc18701_item_5._market_for_registrant___ite04666) |

| [ Item 6.](#dg18701_item_6._selected_financial_data) | | | | | [ Selected Financial Data](#dg18701_item_6._selected_financial_data) | | [ 13](#dg18701_item_6._selected_financial_data) |

10-K 1 form10k053108.htm FORM 10-K - MAY 31, 2008

| --- | --- |

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

| (State or other jurisdiction of incorporation or organization) | | No. 31-1188630 |

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, Ohio 45262-5737

(Address of principal executive offices)

Phone: (513) 459-1200

(Telephone number of principal executive offices)

(Do not check if a smaller reporting company)

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

Item 1.

Business.

4

Risk Factors.

6

Item 1B.

Unresolved Staff Comments.

9

Item 2.

Properties.

10

Item 3.

Legal Proceedings.

11

Cintas occupies [removed: 413] [added: 419] facilities located in [removed: 278] [added: 279] cities.

Cintas leases [removed: 215] [added: 216] of these facilities for various terms ranging from monthly to the year 2019.

Of the [removed: 10] [added: 6] manufacturing facilities listed below, Cintas controls the operations of 2 of these manufacturing facilities, but does not own or lease the real estate related to these operations.

The [removed: principle] [added: principal] executive office in Cincinnati, [removed: Ohio] [added: Ohio,] provides centrally located administrative functions including accounting, finance, marketing and computer system development and support.

Cintas operates 8 distribution centers and [removed: 10] [added: 6] manufacturing facilities.

Cintas owns or leases approximately [removed: 14,000] [added: 14,400] vehicles which are used for the route-based deliveries and by the [removed: sales] [added: sales, service and management] employee-partners.

| [added: |] Type of Facility | | [added: |] # of Facilities | | [removed: |]

| [added: |] Rental Processing Plants | | | [removed: 176] [added: 175] | |

| [added: |] Rental Branches | | | [removed: 94] [added: 101] | |

| [added: |] First Aid, Safety and Fire Protection Facilities | | | [removed: 59] [added: 57] | |

| [added: |] Document Management Facilities | | | [removed: 49] [added: 57] | |

| [added: |] Distribution Centers | | | 8 | * |

| [added: |] Manufacturing Facilities | | | [removed: 10] [added: 6] | |

| [added: |] Direct Sales Offices | | | [removed: 17] [added: 15] | |

* Includes the [removed: principle] [added: principal] executive office, which is attached to the distribution center in Cincinnati, [removed: OH.][added: Ohio.]

| | | | | | |

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

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| | Total | | | 419 | |

| | | | | | |

9

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

| | | | | |

| Total | | | 413 | |

[removed: | Part] [added: Part] II [removed: | | | |]

None in the fourth quarter of fiscal 2009.

10

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

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

12

Item 6.

Selected Financial Data.

15

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

16

Item 7A.

Quantitative and Qualitative Disclosure About Market Risk.

30

Item 8.

Financial Statements and Supplementary Data.

31

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

63

Item 9A.

Controls and Procedures.

Item 9B.

Other Information.

| Part III | | | |

[removed: Market Information][added: Market Information]

| [added: |] Fiscal 2008 | | | | | | | | [removed: |]

| [added: |] Quarter Ended | | [removed: High] | [added: High] | | | Low | | [removed: |]

| [added: |] May 2008 | | $ | 31.01 | | [removed: |] $ | 27.74 | |

| [added: |] February 2008 | | | 34.75 | | | [removed: |] 28.78 | |

| [added: |] November 2007 | | | 38.00 | | | [removed: |] 31.79 | |

| [added: |] August 2007 | | | 40.90 | | | [removed: |] 35.37 | |

[removed: Holders][added: Holders]

At May 31, [removed: 2008,] [added: 2009,] there were approximately 3,000 shareholders on record of [removed: Cintas’ Common Stock.][added: Cintas' common stock.]

[removed: Dividends][added: Dividends]

Dividends on the outstanding [removed: Common Stock] [added: common stock] have been paid annually and amounted to [removed: $0.46] [added: $0.47] per share, [removed: $0.39] [added: $0.46] per share and [removed: $0.35] [added: $0.39] per share in fiscal [removed: 2008,] [added: 2009,] fiscal [removed: 2007] [added: 2008] and fiscal [removed: 2006,] [added: 2007,] respectively.

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

[removed: ][added: ]

[removed: Purchases] [added: Purchases] of Equity Securities by the Issuer and Affiliated [removed: Purchases][added: Purchases]

During [added: the first quarter of] fiscal [removed: 2008,] [added: 2009,] Cintas purchased [removed: 5.2] [added: 0.9] million shares of [removed: Cintas’] [added: Cintas'] common stock at an average price of [removed: $36.86] [added: $28.61] per share, for a total purchase price of approximately [removed: $191 million.][added: $26 million and Cintas purchased no other shares in fiscal 2009.]

From the inception of the share buyback program through July [removed: 25, 2008,] [added: 30, 2009,] Cintas has purchased a total of [removed: approximately 19.4] [added: 20.3] million shares of [removed: Cintas] [added: Cintas'] common stock at an average price of [removed: $39.81] [added: $39.31] per share for a total purchase price of [removed: $772.0] [added: approximately $798] million.

The maximum approximate dollar value of shares that may yet be purchased under the share buyback program as of July [removed: 25, 2008,] [added: 30, 2009,] is [removed: $228.0] [added: approximately $202] million.

| | Fiscal 2009 | | | | | | | |

| | | | | | | | | |

| | May 2009 | | $ | 26.83 | | $ | 18.15 | |

| | February 2009 | | | 25.70 | | | 20.06 | |

| | November 2008 | | | 33.05 | | | 19.80 | |

| | August 2008 | | | 31.38 | | | 25.44 | |

| | | | | | | | | |

| | Quarter Ended | | | High | | | Low | |

| | | | | | | | | |

| | | | | | | | | |

11

Total Shareholder Returns

Comparison of Five-Year Cumulative Total Return

12

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| Fiscal 2007 | | | | | | | | |

| May 2007 | | $ | 40.51 | | | $ | 35.95 | |

| February 2007 | | | 42.81 | | | | 39.71 | |

| November 2006 | | | 43.63 | | | | 37.39 | |

| August 2006 | | | 42.54 | | | | 34.92 | |

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

None in the fourth quarter of fiscal 2008.

In fiscal 2008, Cintas also acquired 50,608 shares as payment received from employees upon the exercise of options under the stock option plan.

[removed: Eleven Year] [added: Eleven-Year] Financial [removed: Summary][added: Summary]

[added: |] (In thousands except per share and percentage data) [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: Fiscal] Years Ended May 31, | | [removed: 1998] | [removed: | |] 1999 | | | 2000 | | | 2001 | | | 2002 | | | 2003 | | | 2004 | | | 2005 | | | 2006 | | | [removed: |] 2007 | | | [removed: |] 2008 | | | [added: 2009] | [added: | |] 10-Year Compd Growth | | [removed: |]

| Revenue | | $ | [removed: 1,476,945 | | |] 1,751,568 | | | 1,901,991 | | | 2,160,700 | | | 2,271,052 | | | 2,686,585 | | | 2,814,059 | | | 3,067,283 | | | 3,403,608 | | | [removed: |] 3,706,900 | | | [removed: |] 3,937,900 | | | [added: 3,774,685] | [removed: 10.3%] | [removed: (3)] | [added: 8.0% | |]

| Net Income | | $ | [removed: 130,797 | | |] 136,796 | | | 190,386 | | | 218,665 | | | 229,466 | | | 243,191 | | | 265,078 | | | 292,547 | | | 323,382 | | | [removed: |] 334,538 | | | [removed: |] 335,405 | | | [added: 226,357] | [removed: 9.9%] | | [added: 5.2% | |]

| Basic EPS | | $ | [removed: 0.81 | | |] 0.83 | | | 1.14 | | | 1.30 | | | 1.35 | | | 1.43 | | | 1.55 | | | 1.70 | | | 1.93 | | | [removed: |] 2.09 | | | [removed: |] 2.15 | | | [added: 1.48] | [removed: 10.3%] | | [added: 6.0% | |]

| Diluted EPS | | $ | [removed: 0.80 | | |] 0.81 | | | 1.12 | | | 1.27 | | | 1.33 | | | 1.41 | | | 1.54 | | | 1.69 | | | 1.92 | | | [removed: |] 2.09 | | | [removed: |] 2.15 | | | [added: 1.48] | [removed: 10.4%] | | [added: 6.2% | |]

| Dividends Per Share | | $ | [removed: 0.12 | | |] 0.15 | | | 0.19 | | | 0.22 | | | 0.25 | | | 0.27 | | | 0.29 | | | 0.32 | | | 0.35 | | | [removed: |] 0.39 | | | [removed: |] 0.46 | | | [added: 0.47] | [removed: 14.4%] | | [added: 12.1% | |]

| Total Assets | | $ | [removed: 1,305,400 | | |] 1,407,818 | | | 1,581,342 | | | 1,752,224 | | | 2,519,234 | | | 2,582,946 | | | 2,810,297 | | | 3,059,744 | | | 3,425,237 | | | [removed: |] 3,570,480 | | | [removed: |] 3,808,601 | | | [added: 3,720,951] | [removed: 11.3%] | | [added: 10.2% | |]

| [removed: Shareholders’] [added: Shareholders'] Equity | | $ | [removed: 756,799 | | |] 871,433 | | | 1,042,896 | | | 1,231,346 | | | 1,423,814 | | | 1,646,418 | | | 1,888,093 | | | 2,104,574 | | | 2,090,192 | | | [removed: |] 2,167,738 | | | [removed: |] 2,254,131 | | | [added: 2,367,409] | [removed: 11.5%] | | [added: 10.5% | |]

| Return on Average Equity [removed: (2) | | | 17.9%] [added: (1)] | | | 16.8% | | | 19.9% | | | 19.2% | | | 17.3% | | | 15.8% | | | 15.0% | | | 14.7% | | | 15.4% | | | [removed: |] 15.7% | | | [removed: |] 15.2% | | | [added: 9.8%] | | | [added: | |]

| Long-Term Debt | | $ | [removed: 307,633 | | |] 283,581 | | | 254,378 | | | 220,940 | | | 703,250 | | | 534,763 | | | 473,685 | | | 465,291 | | | 794,454 | | | [removed: |] 877,074 | | | [removed: |] 942,736 | | | [added: 786,058] | | | [added: | |]

[removed: | (2) | Return on average equity using pro forma net income. Return on average equity is computed as net income divided by the average of shareholders’ equity.] We believe that this calculation gives management and shareholders a good indication of [removed: Cintas’] [added: Cintas'] historical performance. [removed: |]

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

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

(1)

Return on average equity is computed as net income divided by the average of shareholders' equity.

13

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

| Pro Forma Net Income (1) | | $ | 125,847 | | | 136,796 | | | 190,386 | | | 218,665 | | | 229,466 | | | 243,191 | | | 265,078 | | | 292,547 | | | 323,382 | | | | 334,538 | | | | 335,405 | | | | 10.3% | |

| Pro Forma Basic EPS (1) | | $ | 0.78 | | | 0.83 | | | 1.14 | | | 1.30 | | | 1.35 | | | 1.43 | | | 1.55 | | | 1.70 | | | 1.93 | | | | 2.09 | | | | 2.15 | | | | 10.7% | |

| Pro Forma Diluted EPS (1) | | $ | 0.77 | | | 0.81 | | | 1.12 | | | 1.27 | | | 1.33 | | | 1.41 | | | 1.54 | | | 1.69 | | | 1.92 | | | | 2.09 | | | | 2.15 | | | | 10.8% | |

| (1) | Results for 1998 were adjusted on a pro forma basis to reflect the true tax impact of Uniforms To You as if it had been reported as a C Corporation prior to the merger with Cintas. |

| --- | --- |

| | |

| (3) | Represents the 10-year compound annual growth rate based on revenue as restated for pooling of interests transactions noted above. |

[removed: Index] [added: Index] to Consolidated Financial [removed: Statements][added: Statements]

[removed: Audited] [added: | Audited] Consolidated Financial Statements for the [added: Fiscal] Years Ended May 31, [removed: 2008, 2007] [added: 2009, 2008] and [removed: 2006][added: 2007 | | | | |]

| | [removed: Management’s] [added: | [](#fc18701_management_s_report_on_interna__man02650) [Management's] Report on Internal Control over Financial [removed: Reporting.................................................................................................................] [added: Reporting](#fc18701_management_s_report_on_interna__man02650)] | [removed: 32] | [added: [ 31](#fc18701_management_s_report_on_interna__man02650) |]

| | [removed: Reports] [added: | [](#Reports) [Reports] of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm..........................................................................................] [added: Firm](#Reports)] | [removed: 33] | [added: [ 32](#Reports) |]

| [removed: | Consolidated] [added: Consolidated] Statements of [removed: Income.........................................................................................................................................................................] [added: Income] | [removed: 35] | [added: | | | | | | | | | | |]

| [removed: | Consolidated] [added: Consolidated] Balance [removed: Sheets....................................................................................................................................................................................] [added: Sheets] | [removed: 36] | [added: | | | | | | | | |]

| | [removed: Consolidated] [added: | [](#fm18701_consolidated_statements_of_shareholders__equity) [Consolidated] Statements of [removed: Shareholders’ Equity................................................................................................................................................] [added: Shareholders' Equity](#fm18701_consolidated_statements_of_shareholders__equity)] | [removed: 37] | [added: [ 36](#fm18701_consolidated_statements_of_shareholders__equity) |]

| [removed: | Consolidated] [added: Consolidated] Statements of Cash [removed: Flows.................................................................................................................................................................] [added: Flows] | [removed: 38] | [added: | | | | | | | | | | | | | | | |]

[removed: | | Notes] [added: Notes] to Consolidated Financial [removed: Statements.......................................................................................................................................................... | 39 |][added: Statements]

[removed: Management’s] [added: Management's] Report on

With the supervision of our [removed: President and] Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2008.][added: 2009.]

Management based its assessment on criteria established in [removed: Internal] [added: _Internal] Control [removed: -] [added: —] Integrated [removed: Framework] [added: Framework_] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2008,] [added: 2009,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

Additionally, our independent registered public accounting firm, Ernst & Young LLP, [removed: audited management's assessment and] independently assessed the effectiveness of Cintas [removed: Corporation’s] [added: Corporation's] internal control over financial reporting.

| | [removed: /s/] | [added: /s/] Scott D. Farmer [removed: |] [added: Scott D. Farmer Chief Executive Officer] |

| | | [added: /s/ William C. Gale William C. Gale Senior Vice] President and Chief [removed: Executive] [added: Financial] Officer | [removed: |]

[removed: Report] [added: Report] of Independent Registered Public Accounting Firm

We have audited Cintas Corporation's internal control over financial reporting as of May 31, [removed: 2008,] [added: 2009,] based on criteria established in [removed: Internal] [added: _Internal] Control — Integrated [removed: Framework] [added: Framework_] issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

Cintas [removed: Corporation’s] [added: Corporation's] management is responsible for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: Management’s] [added: Management's] Report on Internal Control over Financial Reporting.

In our opinion, Cintas Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2008,] [added: 2009,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2008] [added: 2009] and [removed: 2007,] [added: 2008,] and the related consolidated statements of income, [removed: shareholders’] [added: shareholders'] equity and cash flows for each of the three years in the period ended May 31, [removed: 2008,] [added: 2009,] of Cintas Corporation, and our report dated July [removed: 25, 2008,] [added: 27, 2009,] expressed an unqualified opinion thereon.

[added: | | |] /s/ [removed: ERNST] [added: Ernst] & [removed: YOUNG] [added: Young] LLP [added: |]

[added: |] Cincinnati, Ohio [added: July 27, 2009 | | |]

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2008] [added: 2009] and [removed: 2007,] [added: 2008,] and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended May 31, [removed: 2008.][added: 2009.]

These [added: consolidated] financial statements [added: and schedule] are the responsibility of Cintas [removed: Corporation’s] [added: Corporation's] management.

Our responsibility is to express an opinion on these [added: consolidated] financial statements [added: and schedule] based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cintas Corporation at May 31, [removed: 2008] [added: 2009] and [removed: 2007,] [added: 2008,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2008,] [added: 2009,] in conformity with U.S. generally accepted accounting principles.

As described in Note 1 to the consolidated financial statements, in fiscal 2008, Cintas Corporation adopted FASB Interpretation No. 48, [removed: Accounting] [added: _Accounting] for Uncertainty in Income Taxes [removed: –] [added: —] an Interpretation of FASB Statement [removed: 109.][added: 109_.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cintas [removed: Corporation’s] [added: Corporation's] internal control over financial reporting as of May 31, [removed: 2008,] [added: 2009,] based on criteria established in [removed: Internal] [added: _Internal] Control [removed: –] [added: —] Integrated [removed: Framework] [added: Framework_] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July [removed: 25, 2008,] [added: 27, 2009,] expressed an unqualified opinion thereon.

[removed: Consolidated][added: Consolidated]

[added: | | | [](#fi18701_consolidated_statements_of_income) [Consolidated] Statements of [removed: Income][added: Income](#fi18701_consolidated_statements_of_income) | | [ 34](#fi18701_consolidated_statements_of_income) |]

| | | [added: | | | Fiscal] Years Ended May 31, | | | | | | | | [removed: | | |]

| (In thousands except per share data) | | [removed: 2008] | | | [added: 2009] | [removed: 2007] | | [added: 2008] | | [removed: 2006] | [added: 2007] | |

| Rental uniforms and ancillary products | | [removed: $] | [removed: 2,834,568] | [added: $] | [added: 2,755,015] | [removed: $] | [removed: 2,734,629] [added: $] | [added: 2,834,568] | | $ | [removed: 2,568,776] [added: 2,734,629] | |

| Other services | | | [removed: 1,103,332] | | [added: 1,019,670] | | [removed: 972,271] | [added: 1,103,332] | | | [removed: 834,832] [added: 972,271] | |

| | | | [removed: 3,937,900] | | [added: 3,774,685] | | [removed: 3,706,900] | [added: 3,937,900] | | | [removed: 3,403,608] [added: 3,706,900] | |

| Costs and expenses (income): | | | | | | | | | | | | | [added: | | | | | | | | |]

| Cost of rental uniforms and ancillary products | | | [removed: 1,581,618] | | [added: 1,562,230] | | [removed: 1,515,185] | [added: 1,581,618] | | | [removed: 1,406,829] [added: 1,515,185] | |

| Cost of other services | | | [removed: 674,682] | | [added: 661,584] | | [removed: 610,360] | [added: 674,682] | | | [removed: 541,987] [added: 610,360] | |

| Selling and administrative expenses | | | [removed: 1,104,145] | | [added: 1,082,709] | | [removed: 1,003,958] | [added: 1,104,145] | | | [removed: 911,750] [added: 1,003,958] | |

30

31

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

32

Report of Independent Registered Public Accounting Firm

Our audits also included the financial statement schedule listed in the index at Item 15(a).

Also, in our opinion, the related financial statement schedule, 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 |

| Cincinnati, Ohio July 27, 2009 | | |

33

| Costs and expenses: | | | | | | | | | | | | |

| Restructuring charges | | | | | 10,209 | | | — | | | — | |

| Impairment of long-lived assets | | | | | 48,888 | | | — | | | — | |

34

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

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

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

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

| Cash and cash equivalents | | | | | $ | 129,745 | | $ | 66,224 | |

| Assets held for sale | | | | | | 15,744 | | | — | |

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

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

| | | | | | $ | 3,720,951 | | $ | 3,808,601 | |

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

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

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

| Preferred stock, no par value: | | | | | | | | | | |

| Common stock, no par value: | | | | | | | | | | |

| 425,000,000 shares authorized | | | | | | | | | | |

| 2009: 173,085,926 shares issued and 152,790,170 shares outstanding | | | | | | | | | | |

| 2009: 20,295,756 shares | | | | | | | | | | |

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

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

| | | | | | $ | 3,720,951 | | $ | 3,808,601 | |

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

35

| | | |

__________________________________________________________________________________________________________________________________________________________

| | | | |

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

| | | Scott D. Farmer | |

| | /s/ | William C. Gale | |

| | | William C. Gale | |

| | | Senior Vice President and Chief Financial Officer | |

July 25, 2008

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

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

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

| | | $ | 3,808,601 | | | $ | 3,570,480 | |

| Deferred | | | — | | | | 52,179 | |

| --- |

| Shares | Amount | Shares | Amount | | | | | |

| Balance at June 1, 2005 | | | 172,128 | | | $ | 95,546 | | | $ | 58,631 | | | $ | 1,996,425 | | | $ | 12,176 | | | | (1,469 | ) | | $ | (58,204 | ) | | $ | 2,104,574 | |

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

| Net income | | | — | | | | — | | | | — | | | | 323,382 | | | | — | | | | — | | | | — | | | | 323,382 | |

| Dividends | | | — | | | | — | | | | — | | | | (58,823 | ) | | | — | | | | — | | | | — | | | | (58,823 | ) |

| Net cash provided by operating activities | | | 544,543 | | | | 449,391 | | | | 461,025 | |

| --- | --- |

Business description.

Cintas historically classified its businesses into two operating segments, Rentals and Other Services.

Effective June 1, 2007, this operating segment has been renamed Rental Uniforms and Ancillary Products.

The Other Services operating segment historically consisted of the direct sale of uniforms and related items, first aid, safety and fire protection products and services, document management services and branded promotional products.

Effective June 1, 2007, the Other Services operating segment was separated into three reportable operating segments – Uniform Direct Sales operating segment, First Aid, Safety and Fire Protection Services operating segment and Document Management Services operating segment.

This change provides more visibility to these operating segments as they continue to grow and have a larger impact on Cintas’ consolidated results of operations.

Principles of consolidation.

Use of estimates.

Cost of other services.

Selling and administrative expenses.

Cash and cash equivalents.

Marketable securities.

Accounts receivable.

This allowance is an estimate based on historical rates of collectibility.

Inventories.

| | |

Long-lived assets.

The impairment loss is measured by comparing the fair value of the assets with their carrying amounts.

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

With the participation of [removed: Cintas’] [added: Cintas'] management, including [removed: Cintas’] [added: Cintas'] Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of May 31, [removed: 2008.][added: 2009.]

Based on such evaluation, [removed: Cintas’] [added: Cintas'] management, including [removed: Cintas’] [added: Cintas'] Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that [removed: Cintas’] [added: Cintas'] disclosure controls and procedures were effective as of May 31, [removed: 2008,] [added: 2009,] in ensuring (i) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the [removed: SEC’s] [added: SEC's] rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to [removed: Cintas’] [added: Cintas'] management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

[removed: Internal] [added: Internal] Control over Financial [removed: Reporting][added: Reporting]

There were no changes in [removed: Cintas’] [added: Cintas'] internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, [removed: 2008,] [added: 2009,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Part] [added: Part] III

Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the Registrant's Proxy Statement for its [removed: 2008] [added: 2009] Annual Shareholders' Meeting to be filed with the Commission pursuant to Regulation 14A.

[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans]

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

| Plan category | | [added: |] Number of shares to be issued upon exercise of outstanding options (1) | | [added: |] Weighted average exercise price of outstanding options (1) | | [added: |] Number of shares remaining available for future issuance under equity compensation plans | [added: |]

| Equity compensation plans [added: not] approved by shareholders | | [removed: 6,648,768] | [added: —] | [removed: $39.85] | | [removed: 12,622,773] [added: —] | [added: | | — | |]

| Equity compensation plans [removed: not] approved by shareholders | | [removed: —] | [added: 6,359,424] | [removed: —] | [added: $] | [removed: —] [added: 38.91] | [added: | | 11,573,249 | |]

(1) Excludes [removed: 533,631] [added: 981,369] unvested restricted stock units.

[removed: Part] [added: Part] IV

66

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

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

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

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

| Total | | | 6,359,424 | | $ | 38.91 | | | 11,573,249 | |

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

67

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

| | | | | | | |

| Total | | 6,648,768 | | $39.85 | | 12,622,773 |

| (a) (1) | [added: |] Financial Statements. All financial statements required to be filed by Item 8 of this Form and included in this report are listed in Item 8. No additional financial statements are filed because the requirements for paragraph (d) under Item 14 are not applicable to Cintas. |

| (a) (2) | [added: |] Financial Statement Schedule: |

| | [added: |] For each of the three years in the period ended May 31, [removed: 2008.] [added: 2009.] |

| | [added: |] Schedule II: Valuation and Qualifying Accounts and Reserves. |

| | [added: |] All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or Notes thereto. |

| (a) (3) | [added: |] Exhibits. |

| 3.2 | | Amended and Restated By-laws (Incorporated by reference to [removed: Cintas’] [added: Exhibit 3 to Cintas'] Form 8-K dated [removed: March 8, 2007.)] [added: October 14, 2008.)] |

| [removed: 10.10*] [added: 10.3*] | | 1999 Cintas Corporation Stock Option Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-Q for the quarter ended November 30, 2000.) |

| [removed: 10.11*] [added: 10.4*] | | [removed: Directors’] [added: Directors'] Deferred Compensation Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-Q for the quarter ended November 30, 2001.) |

| [removed: 10.16*] [added: 10.5*] | | Amended and Restated 2003 [removed: Directors’] [added: Directors'] Stock Option Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-K dated May 31, 2004.) |

| [removed: 10.17*] [added: 10.6*] | | Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-Q for the quarter ended February 28, 2005.) |

| [removed: 10.18*] [added: 10.7*] | | President and CEO Executive Compensation Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-K dated May 31, 2005.) |

| [removed: 10.19*] [added: 10.8*] | | 2006 Executive Incentive Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-K dated May 31, 2005.) |

| [removed: 10.20*] [added: 10.9*] | | 2005 Equity Compensation Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Registration Statement No. 333-131375 on Form S-8 filed under the Securities Act of 1933.) |

| [removed: 10.21*] [added: 10.10*] | | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-K dated May 31, 2006.) |

| [removed: 10.22*] [added: 10.11*] | | 2007 Executive Incentive Plan (Incorporated by reference to [removed: Cintas’] [added: Cintas'] Form 10-K dated May 31, 2006.) |

| 31.1 | | Certification of Principal Executive Officer, Pursuant to Rule [removed: 13a – 14(a)] [added: 13a–14(a)] of the Securities Exchange Act of 1934 |

| 31.2 | | Certification of Principal Financial Officer, Pursuant to Rule [removed: 13a – 14(a)] [added: 13a–14(a)] of the Securities Exchange Act of 1934 |

[removed: | * |] Management compensatory contracts [removed: |]

[removed: | |] Filed herewith [removed: |]

[removed: | |] Cintas will provide shareholders with any exhibit upon the payment of a specified reasonable fee, which fee shall be limited to [removed: Cintas’] [added: Cintas'] reasonable expenses in furnishing such exhibit. [removed: |]

[removed: Signatures][added: Signatures]

[removed: CINTAS CORPORATION][added: Cintas Corporation]

By: [removed: /s/Scott] [added: /s/ Scott] D.

DATE SIGNED: July 30, [removed: 2008][added: 2009]

| Signature | | [added: | |] Capacity | | Date |

| /s/ [added: | |] Richard T. Farmer [added: Richard T. Farmer] | | Chairman of the Board of Directors | | July 30, [removed: 2008] [added: 2009] |

| /s/ [added: | |] Robert J. Kohlhepp [added: Robert J. Kohlhepp] | | Vice Chairman of the Board of Directors | | July 30, [removed: 2008] [added: 2009] |

| /s/ [added: | |] Scott D. Farmer [added: Scott D. Farmer] | | Chief Executive [removed: Officer, President] [added: Officer] and Director | | July 30, [removed: 2008] [added: 2009] |

| /s/ [added: | |] Paul R. Carter [added: Paul R. Carter] | | Director | | July 30, [removed: 2008] [added: 2009] |

| /s/ [added: | |] Ronald W. Tysoe [added: Ronald W. Tysoe] | | Director | | July 30, [removed: 2008] [added: 2009] |

| /s/ [added: | |] David C. Phillips [added: David C. Phillips] | | Director | | July 30, [removed: 2008] [added: 2009] |

| /s/ [added: | |] William C. Gale [added: William C. Gale] | | Senior Vice President and Chief Financial Officer [added: (Principal Financial and Accounting Officer)] | | July 30, [removed: 2008] [added: 2009] |

Schedule II [removed: -] [added: —] Valuation and Qualifying Accounts and [removed: Reserves][added: Reserves]

| | | | | | | [removed: Additions] | [removed: | |] [added: Additions] | | | | | | | | | | | |

| (In thousands) | | [added: | | |] Balance at Beginning of Year | | | [removed: |] (1) Charged to Costs and Expenses | | | [removed: |] (2) Charged to Other Accounts | | | [removed: |] (3) Deductions | | | [removed: |] Balance at End of Year | | [removed: |]

| Allowance for Doubtful Accounts | | | | | | | | | | | | | | | | | | | [removed: | |]

| May 31, 2007 | | [added: | |] $ | 15,519 | | [removed: |] $ | 3,325 | | [removed: |] $ | 341 | | [removed: |] $ | 4,699 | | [removed: |] $ | 14,486 | |

| May 31, 2008 | | [added: | |] $ | 14,486 | | [removed: |] $ | 4,530 | | [removed: |] $ | 127 | | [removed: |] $ | 6,004 | | [removed: |] $ | 13,139 | |

| Reserve for Obsolete Inventory | | | | | | | | | | | | | | | | | | | [removed: | |]

68

69

| | | | | | | |

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

| | | | | | | |

| | | | | | | |

70

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

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

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

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

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

| May 31, 2009 | | | | $ | 13,139 | | $ | 16,650 | | $ | 5 | | $ | 10,262 | | $ | 19,532 | |

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

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

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

| May 31, 2009 | | | | $ | 20,660 | | $ | 33,972 | | $ | (85 | ) | $ | 6,194 | | $ | 48,353 | |

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

(1)

Amounts related to inventory are computed by performing a thorough analysis of future marketability by specific inventory item.

(2)

(3)

These amounts do not impact Cintas' consolidated income statement.

71

| --- | --- |

| | |

| | | |

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

| | | | | |

| Richard T. Farmer | | | | |

| Robert J. Kohlhepp | | | | |

| Scott D. Farmer | | | | |

| Paul R. Carter | | | | |

| Ronald W. Tysoe | | | | |

| David C. Phillips | | | | |

| William C. Gale | | (Principal Financial and Accounting Officer) | | |

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

| May 31, 2006 | | $ | 9,891 | | | $ | 8,598 | | | $ | 2,498 | | | $ | 5,468 | | | $ | 15,519 | |

| May 31, 2006 | | $ | 25,288 | | | $ | 4,518 | | | $ | 3,213 | | | $ | 8,572 | | | $ | 24,447 | |

| | | | |

| Part IV | | | |

Item 15.

Exhibits and Financial Statement Schedules.

64

Part I