Cintas (CTAS) 10-K risk factor changes: FY2011 vs FY2010

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

Forward-looking statements may be identified by words such as "estimates," "anticipates," "predicts," "projects," "plans," "expects," [removed: "intends," "target," "forecast," "believes," "seeks," "could," "should," "may" and "will" or the negative versions thereof and_][added: "intends,"_]

[removed: _similar] [added: _"target," "forecast," "believes," "seeks," "could," "should," "may" and "will" or the negative versions thereof and similar] expressions and by the context in which they are used.

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 [removed: 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, [removed: asset impairment charges,] the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, disruptions caused by the unaccessibility of computer systems data, the initiation or outcome of litigation, [added: investigations or other proceedings,] higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic [added: or extraordinary] events, [added: the amount and timing of repurchases of our Common Stock, if any,] changes in federal and state tax and labor [removed: laws,] [added: laws and] the reactions of competitors in terms of price and [removed: service and other factors set forth in this Item 1A.][added: service.]

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

As a result, these factors could adversely affect our sales and [added: consolidated] results of operation.

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 [removed: our] [added: its] results of operation.

In addition, our customers and prospects may decide to perform certain services in-house instead of outsourcing these services to [removed: Cintas.][added: us.]

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

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

[added: We continue to evaluate opportunities for] acquiring businesses that may supplement our internal growth.

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

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

[removed: Future increases] [added: Increases] in fuel and energy costs could adversely affect our [added: consolidated financial condition and consolidated] results of [removed: operation and financial condition.][added: operation.]

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

Cintas [removed: continues] [added: has been and could continue] to be the target of a [removed: corporate] unionization campaign by several unions.

These unions [removed: are attempting] [added: have attempted] to pressure Cintas into surrendering [removed: our] [added: its] employees' rights to a government-supervised election by unilaterally accepting union representation.

We [added: will] continue to vigorously oppose [removed: this] [added: any unionization] campaign and defend our employees' rights to a government-supervised election.

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

[removed: Our ability to find qualified suppliers who meet our standards, and to access products in a timely and efficient manner is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S.] Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

These and other factors affecting our suppliers and our access to products could adversely affect our [added: consolidated] 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 [removed: dollar] [added: dollar, British pound,] and the euro.

In fiscal years [removed: 2010, 2009] [added: 2011, 2010] and [removed: 2008,] [added: 2009,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

[removed: Therefore, fluctuations in] the [removed: 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 [added: balance sheet items denominated in foreign currencies.]

This impact could adversely affect our [added: consolidated] financial condition and [added: consolidated] results of 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 OSHA and various record keeping, disclosure and procedural requirements.

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

Legal Proceedings" and in Note [removed: 13] [added: 12] entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements." Certain of these lawsuits or potential future lawsuits, if decided adversely to us or settled by us, may result in liability and expense material to our [added: consolidated] financial condition and [added: consolidated] results of operation.

Under [added: applicable] environmental laws, an owner or operator of real estate may be required to pay the costs of removing or remediating hazardous materials located on or emanating from property, whether or not the owner or operator knew of or was responsible for the presence of such hazardous materials.

While [removed: Cintas] [added: we] regularly [removed: engages] [added: engage] in environmental due diligence in connection with acquisitions, we can give no assurance that locations that have been acquired or leased have been operated in compliance with environmental laws and regulations during prior periods or that future uses or conditions will not make us liable under these laws or expose us to third-party [removed: actions] [added: actions,] including tort suits.

Our businesses rely on our computer systems to provide customer information, process customer transactions and [removed: provide other general information necessary to manage our businesses.]

We have an active disaster recovery plan in [added: place that is frequently reviewed and tested.]

This disruption caused by the unavailability of our computer systems could adversely affect our sales and [added: consolidated] results of operation.

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

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

The [added: estimated] fair value of these assets is impacted by general economic conditions in the locations in which we operate.

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 [added: consolidated financial condition and consolidated] results of [removed: operation and financial condition.][added: operation.]

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 [added: consolidated] results of operation.

Increases in our cost of borrowing could adversely affect our [added: consolidated] results of operation.

You should not place undue reliance on any forward-looking statement.

Our ability to find qualified suppliers who meet our standards, and to access products in a timely and efficient manner is a significant challenge, especially with respect to suppliers located and goods sourced outside the United States.

Therefore, fluctuations in the value of the U.S. dollar against other major currencies, particularly in

provide other general information necessary to manage our businesses.

"Risk Factors" section.

We continue to evaluate opportunities for

balance sheet items denominated in foreign currencies.

place that is frequently reviewed and tested.

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

Cintas provides highly specialized products and services to businesses of all types primarily throughout North [removed: America and] [added: America, as well as] Latin America, Europe and Asia.

Cintas' principal objective is "to exceed customers' expectations in order to maximize the long-term value of Cintas for shareholders and working partners," and it provides the framework and focus for [removed: our] [added: Cintas'] business strategy.

This strategy is to achieve revenue growth for all of our products and services by increasing our penetration at existing customers and by broadening our customer base to include business segments to which [removed: Cintas has] [added: we have] not historically served.

We were encouraged, though, that the rate of U.S. job loss lessened as we progressed through the first three quarters of fiscal 2010, and U.S. employment levels slightly increased in our fourth fiscal 2010 [removed: quarter.]

As this stabilization occurred in the general U.S. economic environment, our [removed: internal] [added: organic] growth rate improved.

[removed: Internal] [added: Organic] growth by quarter is shown in the table below.

Cintas classifies its businesses into four operating [removed: segments.][added: segments based on the types of products and services provided.]

The following table sets forth certain consolidated statements of income data as a percent [removed: to] [added: of] revenue by operating segment and in total for the fiscal years ended May 31:

| | | | | | [removed: 2010] [added: 2011] | | | [removed: 2009] [added: 2010] | | | [removed: 2008] [added: 2009] | |

| | | Rental Uniforms and Ancillary Products | | | [removed: 72.4] [added: 70.7] | % | | [removed: 73.0] [added: 72.4] | % | | [removed: 72.0] [added: 73.0] | % |

| | | Uniform Direct Sales | | | 11.0 | % | | [removed: 11.4] [added: 11.0] | % | | [removed: 13.1] [added: 11.4] | % |

| | | First Aid, Safety and Fire Protection Services | | | [removed: 9.5] [added: 9.9] | % | | [removed: 10.0] [added: 9.5] | % | | [removed: 10.3] [added: 10.0] | % |

| | | Document Management Services | | | [removed: 7.1] [added: 8.4] | % | | [removed: 5.6] [added: 7.1] | % | | [removed: 4.6] [added: 5.6] | % |

| | | Rental Uniforms and Ancillary Products | | | [removed: 56.4] [added: 56.8] | % | | [removed: 56.7] [added: 56.4] | % | | [removed: 55.8] [added: 56.7] | % |

| | | Uniform Direct Sales | | | [removed: 69.9] [added: 69.8] | % | | [removed: 75.2] [added: 69.9] | % | | [removed: 67.5] [added: 75.2] | % |

| | | First Aid, Safety and Fire Protection Services | | | [removed: 61.1] [added: 58.7] | % | | [removed: 61.9] [added: 61.1] | % | | [removed: 60.1] [added: 61.9] | % |

| | | Document Management Services | | | [removed: 48.6] [added: 48.7] | % | | [removed: 49.4] [added: 48.6] | % | | [removed: 45.4] [added: 49.4] | % |

| | Total cost of sales | | | | 57.8 | % | | [removed: 58.9] [added: 57.8] | % | | [removed: 57.3] [added: 58.9] | % |

| | | Rental Uniforms and Ancillary Products | | | [removed: 43.6] [added: 43.2] | % | | [removed: 43.3] [added: 43.6] | % | | [removed: 44.2] [added: 43.3] | % |

| | | Uniform Direct Sales | | | [removed: 30.1] [added: 30.2] | % | | [removed: 24.8] [added: 30.1] | % | | [removed: 32.5] [added: 24.8] | % |

| | | First Aid, Safety and Fire Protection Services | | | [removed: 38.9] [added: 41.3] | % | | [removed: 38.1] [added: 38.9] | % | | [removed: 39.9] [added: 38.1] | % |

| | | Document Management Services | | | [removed: 51.4] [added: 51.3] | % | | [removed: 50.6] [added: 51.4] | % | | [removed: 54.6] [added: 50.6] | % |

| | Total gross margin | | | | 42.2 | % | | [removed: 41.1] [added: 42.2] | % | | [removed: 42.7] [added: 41.1] | % |

| | Selling and administrative expenses | | | | [removed: 30.6] [added: 30.7] | % | | [removed: 28.7] [added: 30.6] | % | | [removed: 28.0] [added: 28.7] | % |

| | Legal settlements, net of insurance proceeds | | | | [removed: 0.7] [added: —] | [removed: %] | | [removed: —] [added: 0.7] | [added: %] | | — | |

| | Restructuring [added: (credits)] charges | | | | [removed: \-0.1] [added: —] | [removed: %] | | [removed: 0.3] [added: \-0.1] | % | | [removed: —] [added: 0.3] | [added: %] |

| | Impairment of long-lived assets | | | | — | | | [removed: 1.3] [added: —] | [removed: %] | | [removed: —] [added: 1.3] | [added: %] |

| | Interest expense | | | | [removed: 1.4] [added: 1.3] | % | | [removed: 1.3] [added: 1.4] | % | | 1.3 | % |

| | Income before income taxes | | | | [removed: 9.7] [added: 10.3] | % | | [removed: 9.6] [added: 9.7] | % | | [removed: 13.5] [added: 9.6] | % |

[added: Rental Uniforms and] Ancillary Products operating segment revenue decreased organically by 6.9% in fiscal 2010.

This settlement is more fully described in Note [removed: 13] [added: 12] entitled Litigation and Other Contingencies in "Notes to Consolidated Financial Statements."

This change reflects the [removed: decrease] [added: increase] in operating income [added: offset by the increase in net interest expense] described above.

Cintas' effective tax rate was 37.3% for fiscal 2010 as compared to 37.4% and 36.8% for fiscal 2009 and 2008, respectively (also see Note [removed: 8] [added: 7] entitled Income Taxes of "Notes to Consolidated Financial Statements" for more information on income taxes).

These changes reflect the decrease in operating income [added: and net interest expense] described above.

Despite the lower volume, we were able to maintain the same gross margin (excluding the loss on inventory) as a percent [removed: to] [added: of] revenue due to lower material cost and due to cost reduction initiatives such as reducing both facility and route capacity resulting in lower depreciation, production labor and other facility related expenses.

Selling and administrative expenses for the Rental Uniforms and Ancillary Products operating segment as a percent [removed: to] [added: of] revenue, at 30.6%, increased 270 basis points from 27.9% in fiscal 2009.

The restructuring [added: credit] amount of ($2.9) million in fiscal 2010 represents a change in estimate related to restructuring charges taken in fiscal 2009.

See Note [removed: 2] [added: 11] entitled [removed: Restructuring and Related Activity] [added: Stock-Based Compensation] of "Notes to Consolidated Financial Statements" for [removed: more] [added: further] information.

The gross margin as a percent [removed: to] [added: of] revenue of 30.1% for fiscal 2010 increased from 24.8% in fiscal 2009.

Results of Operations

Fiscal 2011 Compared to Fiscal 2010

Total revenue increased organically by 5.1%.

The remaining 2.3% represents growth derived through acquisitions in our Document Management Services operating segment, our First Aid, Safety and Fire Protection Services operating segment and our Rental Uniforms and Ancillary Products operating segment.

| | | | | Organic Growth | |

| | First Quarter Ending August 31, 2010 | | | 2.8 | % |

| | Second Quarter Ending November 30, 2010 | | | 4.2 | % |

| | Third Quarter Ending February 28, 2011 | | | 5.5 | % |

| | Fourth Quarter Ending May 31, 2011 | | | 8.0 | % |

| | For the Year Ending May 31, 2011 | | | 5.1 | % |

This organic increase in the Rental Uniforms and Ancillary Products operating segment revenue was primarily due to improvements in sales representative productivity and improved customer retention.

The remaining revenue growth of 1.5% was due to acquisitions made in this operating segment.

The increase primarily resulted from an organic increase of 9.8% which was due to improved sales representative productivity, improved account retention and an increase in the average selling price of recycled paper.

The increase from fiscal 2010 was due to increased Other Services sales volume.

Labor and payroll tax expenses increased $47.5 million compared to the prior fiscal year primarily as a result of an increase in the number of sales representatives.

In addition, bad debt expense increased $6.7 million due to a slight deterioration in the aging of receivables and professional services increased $10.9 million due to costs related to our enterprise-wide system conversion.

During the first quarter of fiscal 2010, Cintas and the plaintiffs involved in the litigation, _Paul Veliz, et al.

Cintas Corporation_, reached a settlement in principle.

This settlement is more fully described in Note 12 entitled Litigation and Other Contingencies in "Notes to Consolidated Financial Statements." During the second quarter of fiscal 2010, Cintas had legal settlements that totaled $4.0 million, net of insurance proceeds.

None of these settlements were significant individually.

These settlements included litigation related to multiple subjects including employment practices and insurance coverage.

Operating income of $440.3 million in fiscal 2011 increased $49.5 million, or 12.7%, compared to fiscal 2010.

This increase was primarily due to increased revenue in fiscal 2011, improved capacity utilization and the legal settlements which occurred in the prior fiscal year.

This increase was due to a $1.1 million increase in interest expense caused by higher levels of borrowings in fiscal 2011 compared to fiscal 2010, offset by a $0.3 million increase in interest income.

These changes reflect the items described above.

The increase in diluted earnings per share of 20.0% is higher than the 14.5% increase in net income due to the impact of the 15.4 million shares of Cintas common stock repurchased during the fiscal year.

The operating segment's fiscal 2011 gross margin was 43.2% of revenue compared to 43.6% in fiscal 2010.

The reduction in gross margin as a percent of revenue over fiscal 2010 was due to a 15 basis point increase in maintenance costs and a 15 basis point increase in energy related costs, which include natural gas, electric and gas.

Selling and administrative expenses for the Rental Uniforms and Ancillary Products operating segment increased $36.1 million in fiscal 2011 compared to fiscal 2010 primarily due to an increase in selling labor due to the addition of sales representatives.

The sales representatives were primarily added during the third quarter of fiscal 2010 to grow revenue in the operating segment.

Selling and administrative expenses as a percent of revenue, at 30.5%, slightly decreased from 30.6% in fiscal 2010.

This slight decrease as a percent of revenue was due to higher volume.

This increase is primarily due to the increase in revenue offset by the increase in selling and administrative expenses discussed above.

Cost of uniform direct sales increased $22.7 million, or 8.4%, compared to fiscal 2010.

The gross margin as a percent of revenue was 30.2% for fiscal 2011, which is relatively consistent with the 30.1% in fiscal 2010.

Selling and administrative expenses increased $2.0 million, or 2.6%, in fiscal 2011 compared to fiscal 2010.

This decrease in selling and administrative expenses as a percent of revenue was due to the selling and administrative expenses being relatively consistent with fiscal 2010 while revenue increased by 8.5%.

Income before income taxes was $48.3 million in fiscal 2011, an increase of $8.2 million, or 20.3%, compared to fiscal 2010.

The increase in income before income taxes is primarily due to the increase in revenue while keeping selling and administrative expenses relatively consistent.

This increase primarily resulted from an organic increase of 7.3%, which is attributable to improved customer retention and sales representative productivity.

Results of Operation

14

Internal growth percentages have been adjusted for the appropriate number of workdays, by quarter and for the year, where applicable.

| | | | | Internal Growth | |

Despite the lower revenue level for the year, we were able to generate improved cash flow, with net cash provided by operating activities of $561.6 million representing a 7.3% increase compared to fiscal 2009.

We also increased the dividend paid to shareholders to $0.48 per share, marking the 27th consecutive increase in the dividend paid.

Rental Uniforms and

Cintas Corporation._ The principle terms of the settlement provide for an aggregate cash payment of approximately $24 million.

Excluding a fiscal 2009 loss on inventory valuation of $8.4 million, fiscal 2009 gross margin was 43.6%.

Excluding a fiscal 2009 loss on inventory valuation of $16.1 million, gross margin as a percent to revenue was 28.5% in fiscal 2009.

The

Excluding a fiscal 2009 loss on inventory valuation of $3.0 million, gross margin as a percent to revenue was 38.9% in fiscal 2009.

Fiscal 2009 Compared to Fiscal 2008

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 North America 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.

These restructuring activities were substantially completed in fiscal 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 | |

The significant deterioration of the North American economy, particularly in the last five months of the year ended May 31, 2009, which led to reduced revenue levels in our Rental Uniforms and Ancillary Products operating segment, our Uniform Direct Sales operating segment and our First Aid, Safety and Fire Protection Services operating segment, created excess inventory levels in these operating segments.

As a result, we reduced the carrying amount of specific inventory to realizable values and recorded a pre-tax loss in the year ended May 31, 2009, of $27.5 million.

The following summarizes this loss by operating segment:

| | Cost of other services | | | — | | | 16.1 | | | 3.0 | | | — | | | 19.1 | |

| | Loss on inventory valuation | | $ | 8.4 | | $ | 16.1 | | $ | 3.0 | | $ | — | | $ | 27.5 | |

Information related to acquisitions is discussed in Note 9 entitled Acquisitions of "Notes to Consolidated Financial Statements." Total revenue decreased organically by

4.5%.

The difficult North American economic environment that began with the financial crisis in our second quarter of fiscal 2009 deteriorated in our third and fourth fiscal quarters of fiscal 2009.

These economies lost millions of jobs from October, 2008, through May, 2009.

Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign denominated revenue [added: and profit translated into U.S. dollars.]

and profit translated into U.S. dollars.

30

Cintas Corporation [removed: (Cintas),] [added: ("Cintas," "Company," "we," "us" or "our"),] a Washington corporation, provides highly specialized products and services to businesses of all types primarily throughout North [removed: America and] [added: America, as well as] Latin America, Europe and Asia.

Cintas' products and services are designed to enhance its customers' images and brand [removed: identification] [added: identification,] as well as provide a safe and efficient work place.

Cintas classifies its businesses into four operating [removed: segments.][added: segments based on the types of products and services provided.]

We provide our products and services to [removed: approximately 800,000] [added: over 900,000] businesses of all types — from small service and manufacturing companies to major corporations that employ thousands of people.

| | Fiscal Year Ended May 31, (in thousands) | | | [removed: 2010] [added: 2011] | | | [removed: 2009] [added: 2010] | | | [removed: 2008] [added: 2009] | |

| | Rental Uniforms and Ancillary Products | | $ | [removed: 2,569,357] [added: 2,692,248] | | $ | [removed: 2,755,015] [added: 2,569,357] | | $ | [removed: 2,834,568] [added: 2,755,015] | |

| | Uniform Direct Sales | | | [removed: 386,370] [added: 419,222] | | | [removed: 428,369] [added: 386,370] | | | [removed: 517,490] [added: 428,369] | |

| | First Aid, Safety and Fire Protection Services | | | [removed: 338,651] [added: 377,663] | | | [removed: 378,097] [added: 338,651] | | | [removed: 403,552] [added: 378,097] | |

| | Document Management Services | | | [removed: 252,961] [added: 321,251] | | | [removed: 213,204] [added: 252,961] | | | [removed: 182,290] [added: 213,204] | |

| | [added: Total Revenue] | | $ | [removed: 3,547,339] [added: 3,810,384] | | $ | [removed: 3,774,685] [added: 3,547,339] | | $ | [removed: 3,937,900] [added: 3,774,685] | |

Additional information [added: regarding each operating segment] is also included in Note [removed: 14] [added: 13] entitled Operating Segment Information in "Notes to Consolidated Financial Statements."

In total, Cintas has approximately 7,700 local delivery routes, [removed: 418] [added: 423] operations and [removed: 8] [added: eight] distribution centers.

At May 31, [removed: 2010,] [added: 2011,] Cintas employed approximately 30,000 [removed: employees] [added: employees,] of which approximately 225 were represented by labor unions.

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

While environmental compliance is not a material component of [removed: our] [added: its] costs, Cintas must incur capital expenditures and associated operating costs, primarily for water treatment and waste removal, on a regular basis.

Environmental spending related to water treatment and waste removal was approximately $18 million in [added: both] fiscal [removed: 2010] [added: 2011] and [removed: approximately $19 million in fiscal 2009.][added: 2010.]

Capital expenditures to limit or monitor hazardous substances were [removed: less than $1] [added: approximately $2] million in fiscal [removed: 2010] [added: 2011] and [removed: approximately $2] [added: less than $1] million in fiscal [removed: 2009.][added: 2010.]

Cintas' SEC filings and its Code of Business Conduct can be found on the Investor Information page of [removed: our] [added: its] website at www.cintas.com/company/investor_information/highlights.aspx.

Cintas uses its corporate website, www.cintas.com, as a channel for routine distribution of important information, including news releases, analyst presentations and financial information.

Cintas' corporate website is located at www.cintas.com.

Financial Statements and Supplementary Data," in Note [removed: 13] [added: 12] entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements." We refer you to 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.

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

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

| X | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: for the Fiscal Year Ended May 31, 2010] |

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

Indicate by [removed: checkmark] [added: check mark] if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by [removed: checkmark] [added: check mark] if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by [removed: checkmark] [added: 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 [removed: months,] [added: 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.

Indicate by [removed: checkmark] [added: check mark] if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K [added: (§229.405)] is not contained herein, and will not be [removed: contained] [added: contained,] to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.

Indicate by a [removed: checkmark] [added: check mark] 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 [added: (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

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

Indicate by [removed: checkmark] [added: check mark] whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

Indicate by [removed: checkmark] [added: check mark] whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The aggregate market value of the [added: Registrant's] Common Stock held by non-affiliates as of November 30, [removed: 2009,] [added: 2010,] was [removed: $4,294,096,390] [added: $3,886,803,703] based on a closing sale price of [removed: $28.09] [added: $26.75] per share.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2010] [added: 2011] Annual Meeting of Shareholders are incorporated by reference in Part III [removed: as specified.][added: of this Form 10-K.]

| [ Item [removed: 1.](#da71701_item_1._business)] [added: 1.](#da14201_item_1._business)] | | | | | [ [removed: Business](#da71701_item_1._business)] [added: Business](#da14201_item_1._business)] | | [ [removed: 3](#da71701_item_1._business)] [added: 3](#da14201_item_1._business)] |

| [ Item [removed: 1A.](#da71701_item_1a._risk_factors)] [added: 1A.](#da14201_item_1a._risk_factors)] | | | | | [ Risk [removed: Factors](#da71701_item_1a._risk_factors)] [added: Factors](#da14201_item_1a._risk_factors)] | | [ [removed: 4](#da71701_item_1a._risk_factors)] [added: 4](#da14201_item_1a._risk_factors)] |

| [ Item [removed: 1B.](#da71701_item_1b._unresolved_staff_comments)] [added: 1B.](#da14201_item_1b._unresolved_staff_comments)] | | | | | [ Unresolved Staff [removed: Comments](#da71701_item_1b._unresolved_staff_comments)] [added: Comments](#da14201_item_1b._unresolved_staff_comments)] | | [ [removed: 9](#da71701_item_1b._unresolved_staff_comments)] [added: 9](#da14201_item_1b._unresolved_staff_comments)] |

| [ Item [removed: 2.](#da71701_item_2._properties)] [added: 2.](#da14201_item_2._properties)] | | | | | [ [removed: Properties](#da71701_item_2._properties)] [added: Properties](#da14201_item_2._properties)] | | [ [removed: 9](#da71701_item_2._properties)] [added: 10](#da14201_item_2._properties)] |

| [ Item [removed: 3.](#da71701_item_3._legal_proceedings)] [added: 3.](#da14201_item_3._legal_proceedings)] | | | | | [ Legal [removed: Proceedings](#da71701_item_3._legal_proceedings)] [added: Proceedings](#da14201_item_3._legal_proceedings)] | | [ [removed: 10](#da71701_item_3._legal_proceedings)] [added: 10](#da14201_item_3._legal_proceedings)] |

| [ Item [removed: 5.](#dc71701_item_5._market_for_registrant___ite04666)] [added: 5.](#dc14201_item_5._market_for_registrant___ite04666)] | | | | | [ Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#dc71701_item_5._market_for_registrant___ite04666)] [added: Securities](#dc14201_item_5._market_for_registrant___ite04666)] | | [ [removed: 11](#dc71701_item_5._market_for_registrant___ite04666)] [added: 11](#dc14201_item_5._market_for_registrant___ite04666)] |

| [ Item [removed: 6.](#dg71701_item_6._selected_financial_data)] [added: 6.](#de14201_item_6._selected_financial_data)] | | | | | [ Selected Financial [removed: Data](#dg71701_item_6._selected_financial_data)] [added: Data](#de14201_item_6._selected_financial_data)] | | [ [removed: 13](#dg71701_item_6._selected_financial_data)] [added: 14](#de14201_item_6._selected_financial_data)] |

| [ Item [removed: 7.](#di71701_item_7._management_s_discussio__ite03618)] [added: 7.](#dg14201_item_7._management_s_discussio__ite03668)] | | | | | [ Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#di71701_item_7._management_s_discussio__ite03618)] [added: Operations](#dg14201_item_7._management_s_discussio__ite03668)] | | [ [removed: 14](#di71701_item_7._management_s_discussio__ite03618)] [added: 15](#dg14201_item_7._management_s_discussio__ite03668)] |

| [ Item [removed: 7A.](#dk71701_item_7a._quantitative_and_qual__ite02619)] [added: 7A.](#di14201_item_7a._quantitative_and_qual__ite02619)] | | | | | [ Quantitative and Qualitative Disclosure About Market [removed: Risk](#dk71701_item_7a._quantitative_and_qual__ite02619)] [added: Risk](#di14201_item_7a._quantitative_and_qual__ite02619)] | | [ [removed: 29](#dk71701_item_7a._quantitative_and_qual__ite02619)] [added: 29](#di14201_item_7a._quantitative_and_qual__ite02619)] |

| [ Item [removed: 8.](#fa71701_item_8._financial_statements_and_supplementary_data)] [added: 8.](#fa14201_item_8._financial_statements_and_supplementary_data)] | | | | | [ Financial Statements and Supplementary [removed: Data](#fa71701_item_8._financial_statements_and_supplementary_data)] [added: Data](#fa14201_item_8._financial_statements_and_supplementary_data)] | | [ [removed: 31](#fa71701_item_8._financial_statements_and_supplementary_data)] [added: 30](#fa14201_item_8._financial_statements_and_supplementary_data)] |

| [ Item [removed: 9.](#ga71701_item_9._changes_in_and_disagre__ite03576)] [added: 9.](#gc14201_item_9._changes_in_and_disagre__ite03576)] | | | | | [ Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ga71701_item_9._changes_in_and_disagre__ite03576)] [added: Disclosure](#gc14201_item_9._changes_in_and_disagre__ite03576)] | | [ [removed: 67](#ga71701_item_9._changes_in_and_disagre__ite03576)] [added: 67](#gc14201_item_9._changes_in_and_disagre__ite03576)] |

| [ Item [removed: 9A.](#ga71701_item_9a._controls_and_procedures)] [added: 9A.](#gc14201_item_9a._controls_and_procedures)] | | | | | [ Controls and [removed: Procedures](#ga71701_item_9a._controls_and_procedures)] [added: Procedures](#gc14201_item_9a._controls_and_procedures)] | | [ [removed: 67](#ga71701_item_9a._controls_and_procedures)] [added: 67](#gc14201_item_9a._controls_and_procedures)] |

| [ Item [removed: 9B.](#ga71701_item_9b._other_information)] [added: 9B.](#gc14201_item_9b._other_information)] | | | | | [ Other [removed: Information](#ga71701_item_9b._other_information)] [added: Information](#gc14201_item_9b._other_information)] | | [ [removed: 67](#ga71701_item_9b._other_information)] [added: 67](#gc14201_item_9b._other_information)] |

| [ Part [removed: III](#ga71701_part_iii)] [added: III](#gc14201_part_iii)] | | | | | | | |

| [ Item [removed: 10.](#ga71701_item_10.)] [added: 10.](#gc14201_item_10.)] | | | | | [ [removed: Directors and] [added: Directors,] Executive Officers [removed: of the Registrant](#ga71701_item_10.)] [added: and Corporate Governance](#gc14201_item_10.)] | | [ [removed: 68](#ga71701_item_10.)] [added: 68](#gc14201_item_10.)] |

| [ Item [removed: 11.](#ga71701_item_11.)] [added: 11.](#gc14201_item_11.)] | | | | | [ Executive [removed: Compensation](#ga71701_item_11.)] [added: Compensation](#gc14201_item_11.)] | | [ [removed: 68](#ga71701_item_11.)] [added: 68](#gc14201_item_11.)] |

| [ Item [removed: 12.](#ga71701_item_12.)] [added: 12.](#gc14201_item_12.)] | | | | | [ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ga71701_item_12.)] [added: Matters](#gc14201_item_12.)] | | [ [removed: 68](#ga71701_item_12.)] [added: 68](#gc14201_item_12.)] |

| [ Item [removed: 13.](#ga71701_item_13.)] [added: 13.](#gc14201_item_13.)] | | | | | [ Certain Relationships and Related Transactions, and Director [removed: Independence](#ga71701_item_13.)] [added: Independence](#gc14201_item_13.)] | | [ [removed: 68](#ga71701_item_13.)] [added: 69](#gc14201_item_13.)] |

| [ Item [removed: 14.](#ga71701_item_14.)] [added: 14.](#gc14201_item_14.)] | | | | | [ Principal Accountant Fees and [removed: Services](#ga71701_item_14.)] [added: Services](#gc14201_item_14.)] | | [ [removed: 68](#ga71701_item_14.)] [added: 69](#gc14201_item_14.)] |

| [ Item [removed: 15.](#ga71701_item_15._exhibits_and_financial_statement_schedules)] [added: 15.](#gc14201_item_15._exhibits_and_financial_statement_schedules)] | | | | | [ Exhibits and Financial Statement [removed: Schedules](#ga71701_item_15._exhibits_and_financial_statement_schedules)] [added: Schedules](#gc14201_item_15._exhibits_and_financial_statement_schedules)] | | [ [removed: 69](#ga71701_item_15._exhibits_and_financial_statement_schedules)] [added: 70](#gc14201_item_15._exhibits_and_financial_statement_schedules)] |

10-K 1 a2204868z10-k.htm 10-K

UNITED STATES

| | | For the Fiscal Year Ended May 31, 2011 |

| WASHINGTON | | | | 31-1188630 |

| (State or Other Jurisdiction of Incorporation or Organization) | | | | (I.R.S. Employer Identification No.) |

| | | (513) 459-1200 (Registrant's telephone number, including area code) | | |

As of June 30, 2011, 173,347,196 shares of the Registrant's Common Stock were issued and 131,204,758 shares were outstanding.

| [Part I](#da14201_part_i) | | | | | | | |

| [ Item 4.](#da14201_item_4._[removed_and_reserved]) | | | | | [ \[Removed and Reserved\]](#da14201_item_4._[removed_and_reserved]) | | [ 10](#da14201_item_4._[removed_and_reserved]) |

| [ Part II](#dc14201_part_ii) | | | | | | | |

| [ Part IV](#gc14201_part_iv) | | | | | | | |

10-K 1 a2199462z10-k.htm FORM 10-K

| Incorporated under the Laws of Washington | | | | IRS Employer ID No. 31-1188630 |

As of June 30, 2010, 173,207,493 shares of Common Stock were issued and 152,869,848 shares were outstanding.

| [Part I](#da71701_part_i) | | | | | | | |

| [ Item 4.](#da71701_item_4._[reserved]) | | | | | [ \[Reserved\]](#da71701_item_4._[reserved]) | | [ 10](#da71701_item_4._[reserved]) |

| [ Part II](#dc71701_part_ii) | | | | | | | |

| [ Part IV](#ga71701_part_iv) | | | | | | | |

None.

9

Not applicable.

Cintas occupies [removed: 426] [added: 431] facilities located in [removed: 281] [added: 289] cities.

Cintas leases [removed: 224] [added: 235] of these facilities for various terms ranging from monthly to the year 2019.

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

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

Cintas owns or leases approximately [removed: 14,500] [added: 14,200] vehicles which are used for the route-based services and by the sales and management employee-partners.

| | Rental Processing Plants | | | [removed: 171] [added: 166] | |

| | First Aid, Safety and Fire Protection Facilities | | | [removed: 59] [added: 60] | |

| | Document Management Facilities | | | [removed: 62] [added: 71] | |

| | Total | | | 431 | |

9

| | Total | | | 426 | |

Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." The following table shows the high and low [removed: closing] [added: sales] prices of shares of Cintas' common stock by quarter during the last two fiscal years:

| | [removed: Fiscal 2010] [added: Fiscal 2010] | | | | | | | |

At May 31, [removed: 2010,] [added: 2011,] there were approximately 4,000 shareholders on record of Cintas' common stock.

Dividends on the outstanding common stock have been paid annually and amounted to [removed: $0.48] [added: $0.49] per share, [removed: $0.47] [added: $0.48] per share and [removed: $0.46] [added: $0.47] per share in fiscal [removed: 2010, fiscal 2009] [added: 2011, 2010] and [removed: fiscal 2008,] [added: 2009,] respectively.

[removed: ][added: ]

On May 2, 2005, Cintas announced that the Board of Directors authorized a [removed: $500] [added: $500.0] million share buyback program at market prices.

In July 2006, Cintas announced that the Board of Directors approved the expansion of its share buyback program by an additional [removed: $500] [added: $500.0] million.

From the inception of the [added: May 2, 2005] share buyback [removed: program through July 30, 2010,] [added: program,] Cintas [removed: has] purchased a total of [removed: 20.3] [added: approximately 28.0] million shares of [removed: Cintas'] [added: Cintas] common stock at an average price of [removed: $39.31] [added: $35.78] per share for a total purchase price of [removed: approximately $798 million.][added: $1.0 billion.]

[removed: The maximum] [added: | | Period | | | Total number of shares purchased | | | Average price paid per share | | | Total number of shares purchased as part of the publicly announced plan | | | Maximum] approximate dollar value of shares that may yet be purchased under the [removed: share buyback program as of July 30, 2010, is approximately $202 million.][added: plan | |]

During [removed: fiscal 2010,] [added: the quarter ended May 31, 2011,] Cintas purchased approximately [removed: 43,000] [added: 1,000] shares of [removed: Cintas'] [added: Cintas] common stock in trade for employee payroll taxes due on restricted stock options that vested during the fiscal year.

These shares were purchased at an average price of [removed: $22.71] [added: $29.85] per share for a total purchase price of [removed: approximately $1] [added: less than $0.1] million.

| | Fiscal 2011 | | | | | | | |

| | May 2011 | | $ | 32.90 | | $ | 27.22 | |

| | February 2011 | | | 30.19 | | | 27.18 | |

| | November 2010 | | | 28.47 | | | 25.70 | |

| | August 2010 | | | 27.26 | | | 23.50 | |

| | | | | | | | | |

| | May 2010 | | $ | 28.79 | | $ | 24.72 | |

| | February 2010 | | | 30.00 | | | 23.10 | |

| | November 2009 | | | 30.85 | | | 26.51 | |

| | August 2009 | | | 28.30 | | | 21.30 | |

The May 2, 2005 share buyback program has been completed.

On October 26, 2010, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program at market prices.

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

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

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

| | March 2011 | | | — | | $ | — | | | — | | $ | 500,000,000 | |

| | April 2011 | | | 2,446,673 | | | 30.29 | | | 2,446,673 | | | 425,883,212 | |

| | May 2011 | | | 5,274,498 | | | 31.54 | | | 7,721,171 | | | 259,550,601 | |

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

| | Total | | | 7,721,171 | | $ | 31.14 | | | 7,721,171 | | $ | 259,550,601 | |

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

Beginning in April 2011, under the October 26, 2010 program, through July 29, 2011, Cintas has purchased a total of approximately 15.8 million shares of Cintas stock at an average price of $31.70 per share for a total purchase price of $500.0 million.

These purchases complete the October 26, 2010 share buyback program.

13

| | May 2010 | | $ | 28.73 | | $ | 24.86 | |

| | February 2010 | | | 29.68 | | | 23.75 | |

| | November 2009 | | | 30.69 | | | 26.81 | |

| | August 2009 | | | 28.00 | | | 21.61 | |

| | 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 | |

Cintas did not purchase any shares of Cintas common stock in fiscal 2010 under the share buyback program.

| Fiscal Years Ended May 31, | | | [removed: 2000 | | |] 2001 | | | 2002 | | | 2003 | | | 2004 | | | 2005 | | | 2006 | | | 2007 | | | 2008 | | | 2009 | | | [removed: 2010] [added: 2010] | | | [added: 2011 | | |] 10-Year Compd Growth | |

| Revenue | | $ | [removed: 1,901,991 | | |] 2,160,700 | | | 2,271,052 | | | 2,686,585 | | | 2,814,059 | | | 3,067,283 | | | 3,403,608 | | | 3,706,900 | | | 3,937,900 | | | 3,774,685 | | | 3,547,339 | | | [removed: 6.4%] [added: 3,810,384] | | [added: | 5.8% | |]

| Net Income | | $ | [removed: 190,386 | | |] 218,665 | | | 229,466 | | | 243,191 | | | 265,078 | | | 292,547 | | | 323,382 | | | 334,538 | | | 335,405 | | | 226,357 | | | 215,620 | | | [removed: 1.3%] [added: 246,989] | | [added: | 1.2% | |]

| Basic EPS | | $ | [removed: 1.14 | | |] 1.30 | | | 1.35 | | | 1.43 | | | 1.55 | | | 1.70 | | | 1.93 | | | 2.09 | | | 2.15 | | | 1.48 | | | 1.40 | | | [removed: 2.1%] [added: 1.68] | | [added: | 2.6% | |]

| Diluted EPS | | $ | [removed: 1.12 | | |] 1.27 | | | 1.33 | | | 1.41 | | | 1.54 | | | 1.69 | | | 1.92 | | | 2.09 | | | 2.15 | | | 1.48 | | | 1.40 | | | [removed: 2.3%] [added: 1.68] | | [added: | 2.8% | |]

| Dividends Per Share | | $ | [removed: 0.19 | | |] 0.22 | | | 0.25 | | | 0.27 | | | 0.29 | | | 0.32 | | | 0.35 | | | 0.39 | | | 0.46 | | | 0.47 | | | 0.48 | | | [removed: 9.7%] [added: 0.49] | | [added: | 8.3% | |]

| Total Assets | | $ | [removed: 1,581,342 | | |] 1,752,224 | | | 2,519,234 | | | 2,582,946 | | | 2,810,297 | | | 3,059,744 | | | 3,425,237 | | | 3,570,480 | | | 3,808,601 | | | 3,720,951 | | | 3,969,736 | | | [removed: 9.6%] [added: 4,351,940] | | [added: | 9.5% | |]

| Shareholders' Equity | | $ | [removed: 1,042,896 | | |] 1,231,346 | | | 1,423,814 | | | 1,646,418 | | | 1,888,093 | | | 2,104,574 | | | 2,090,192 | | | 2,167,738 | | | 2,254,131 | | | 2,367,409 | | | 2,534,029 | | | [removed: 9.3%] [added: 2,302,649] | | [added: | 6.5% | |]

| Return on Average Equity (1) | | | [removed: 19.9% | | |] 19.2% | | | 17.3% | | | 15.8% | | | 15.0% | | | 14.7% | | | 15.4% | | | 15.7% | | | 15.2% | | | 9.8% | | | 8.8% | | | [added: 10.2%] | | [added: | | |]

| Long-Term Debt | | $ | [removed: 254,378 | | |] 220,940 | | | 703,250 | | | 534,763 | | | 473,685 | | | 465,291 | | | 794,454 | | | 877,074 | | | 942,736 | | | 786,058 | | | 785,444 | | | [added: 1,284,790] | | [added: | | |]

14

13

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2010, 2009] [added: 2011, 2010] and [removed: 2008][added: 2009]

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

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

| | | [](#Statements_of_income) [Consolidated Statements of Income](#Statements_of_income) | | [ [removed: 35](#Statements_of_income)] [added: 34](#Statements_of_income)] |

| | | [](#Balance_sheets) [Consolidated Balance Sheets](#Balance_sheets) | | [ [removed: 36](#Balance_sheets)] [added: 35](#Balance_sheets)] |

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

| | | [](#Consolidated_Statements_of_Cash_Flows) [Consolidated Statements of Cash Flows](#Consolidated_Statements_of_Cash_Flows) | | [ [removed: 38](#Consolidated_Statements_of_Cash_Flows)] [added: 37](#Consolidated_Statements_of_Cash_Flows)] |

| | | [](#Notes_to_financials) [Notes to Consolidated Financial Statements](#Notes_to_financials) | | [ [removed: 39](#Notes_to_financials)] [added: 38](#Notes_to_financials)] |

With the supervision of our Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2010.][added: 2011.]

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2010,] [added: 2011,] 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.

Ernst & Young LLP has issued an attestation report, which is included in this Annual [removed: Report.][added: Report on Form 10-K.]

We have audited Cintas Corporation's internal control over financial reporting as of May 31, [removed: 2010,] [added: 2011,] based on criteria established in _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

In our opinion, Cintas Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2010,] [added: 2011,] 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: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] 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: 2010,] [added: 2011,] of Cintas Corporation, and our report dated July [removed: 30, 2010,] [added: 29, 2011,] expressed an unqualified opinion thereon.

| Cincinnati, Ohio July [removed: 30, 2010] [added: 29, 2011] | | |

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] 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: 2010.][added: 2011.]

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: 2010] [added: 2011] and [removed: 2009,] [added: 2010,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2010,] [added: 2011,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cintas Corporation's internal control over financial reporting as of May 31, [removed: 2010,] [added: 2011,] based on criteria established in _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July [removed: 30, 2010,] [added: 29, 2011,] expressed an unqualified opinion thereon.

| (In thousands except per share data) | | | | [removed: 2010] [added: 2011] | | | [removed: 2009] [added: 2010] | | | [removed: 2008] [added: 2009] | |

| | Rental uniforms and ancillary products | | $ | [removed: 2,569,357] [added: 2,692,248] | | $ | [removed: 2,755,015] [added: 2,569,357] | | $ | [removed: 2,834,568] [added: 2,755,015] | |

| | Other services | | | [removed: 977,982] [added: 1,118,136] | | | [removed: 1,019,670] [added: 977,982] | | | [removed: 1,103,332] [added: 1,019,670] | |

| | | | | [removed: 3,547,339] [added: 3,810,384] | | | [removed: 3,774,685] [added: 3,547,339] | | | [removed: 3,937,900] [added: 3,774,685] | |

| | Cost of rental uniforms and ancillary products | | | [removed: 1,449,576] [added: 1,530,456] | | | [removed: 1,562,230] [added: 1,449,576] | | | [removed: 1,581,618] [added: 1,562,230] | |

| | Cost of other services | | | [removed: 599,946] [added: 670,641] | | | [removed: 661,584] [added: 599,946] | | | [removed: 674,682] [added: 661,584] | |

| | Selling and administrative expenses | | | [removed: 1,086,359] [added: 1,168,944] | | | [removed: 1,082,709] [added: 1,086,359] | | | [removed: 1,104,145] [added: 1,082,709] | |

| | Legal settlements, net of insurance proceeds | | | [removed: 23,529] [added: —] | | | [removed: —] [added: 23,529] | | | — | |

| | Restructuring [added: (credits)] charges | | | [removed: (2,880] [added: —] | [removed: )] | | [removed: 10,209] [added: (2,880] | [added: )] | | [removed: —] [added: 10,209] | |

| | Impairment of long-lived assets | | | — | | | [removed: 48,888] [added: —] | | | [removed: —] [added: 48,888] | |

| Operating income | | | | [removed: 390,809] [added: 440,343] | | | [removed: 409,065] [added: 390,809] | | | [removed: 577,455] [added: 409,065] | |

| | Interest income | | | [removed: (1,695] [added: (2,030] | ) | | [removed: (2,764] [added: (1,695] | ) | | [removed: (6,072] [added: (2,764] | ) |

| | Interest expense | | | [removed: 48,612] [added: 49,704] | | | [removed: 50,236] [added: 48,612] | | | [removed: 52,823] [added: 50,236] | |

| Income before income taxes | | | | [removed: 343,892] [added: 392,669] | | | [removed: 361,593] [added: 343,892] | | | [removed: 530,704] [added: 361,593] | |

| Income taxes | | | | [removed: 128,272] [added: 145,680] | | | [removed: 135,236] [added: 128,272] | | | [removed: 195,299] [added: 135,236] | |

| Net income | | | $ | [removed: 215,620] [added: 246,989] | | $ | [removed: 226,357] [added: 215,620] | | $ | [removed: 335,405] [added: 226,357] | |

| Basic earnings per share | | | $ | [removed: 1.40] [added: 1.68] | | $ | [removed: 1.48] [added: 1.40] | | $ | [removed: 2.15] [added: 1.48] | |

| Diluted earnings per share | | | $ | [removed: 1.40] [added: 1.68] | | $ | [removed: 1.48] [added: 1.40] | | $ | [removed: 2.15] [added: 1.48] | |

| Dividends declared and paid per share | | | $ | [removed: 0.48] [added: 0.49] | | $ | [removed: 0.47] [added: 0.48] | | $ | [removed: 0.46] [added: 0.47] | |

| [added: |] (In thousands except [added: per] share data) | | | | | [added: 2011] | [removed: 2010] | | [added: 2010] | [added: | |] 2009 | |

| Cash and cash equivalents [added: at beginning of year] | | | | | [removed: $] | [added: | | | |] 411,281 | | [removed: $] | 129,745 | | [added: | 66,224 | |]

| Marketable securities | | | | | | [removed: 154,806] [added: 87,220] | | | [removed: 120,393] [added: 154,806] | |

30

July 29, 2011

| Prepaid expenses and other | | | | | | 23,481 | | | 22,860 | |

| Total current assets | | | | | | 1,700,777 | | | 1,520,862 | |

| Other assets, net | | | | | | 114,751 | | | 93,982 | |

| | | | | | $ | 4,351,940 | | $ | 3,969,736 | |

| 2011: 173,346,180 shares issued and 137,583,884 shares outstanding | | | | | | | | | | |

| 2011: 35,762,296 shares | | | | | | | | | | |

| Other | | | | | | 919 | | | 260 | |

| | | | | | $ | 4,351,940 | | $ | 3,969,736 | |

| | Net income | | | — | | | — | | | — | | | 246,989 | | | — | | | — | | | — | | | 246,989 | |

| | Dividends | | | — | | | — | | | — | | | (71,812 | ) | | — | | | — | | | — | | | (71,812 | ) |

| | Vesting of stock-based compensation awards | | | 139 | | | 3,343 | | | (3,343 | ) | | — | | | — | | | — | | | — | | | — | |

| | Repurchase of common stock | | | — | | | — | | | — | | | — | | | — | | | (15,424 | ) | | (443,690 | ) | | (443,690 | ) |

| | Other | | | — | | | — | | | (744 | ) | | — | | | 656 | | | — | | | — | | | (88 | ) |

| Balance at May 31, 2011 | | | | 173,346 | | $ | 135,401 | | $ | 95,732 | | $ | 3,255,256 | | $ | 58,807 | | | (35,762 | ) | $ | (1,242,547 | ) | $ | 2,302,649 | |

| Other | | | | | | | | | | (5,198 | ) | | 497 | | | (251 | ) |

Cintas recorded restructuring charges of $7.9 million in employee termination costs and $2.3 million in other exit costs for a total of $10.2 million.

In fiscal 2010, Cintas recorded a change in estimate of ($1.4) million in employee termination costs and ($1.5) million in other exit costs for a total restructuring credit of ($2.9) million.

| | (In thousands) | | | 2011 | | | 2010 | |

| | | | $ | 249,658 | | $ | 169,484 | |

| | (In thousands) | | | 2011 | | | 2010 | |

| | | | $ | 242,691 | | $ | 244,402 | |

In order to meet the requirements of ASC 820, Cintas utilizes two basic valuation approaches to determine the fair value of its assets and liabilities required to be recorded on a recurring basis at fair value.

The first approach is the cost approach.

The cost approach is generally the value a market participant would expect to replace the respective asset or liability.

The second approach is the market approach.

The market approach looks at what a market participant would consider valuing an exact or similar asset or liability to that of Cintas, including those traded on exchanges.

at the consolidated balance sheet date.

| | (In thousands) | | | | As of May 31, 2011 | | | | | | | | | | |

| | | Canadian treasury securities | | | 61,142 | | | 26,078 | | | — | | | 87,220 | |

| | Total assets at fair value | | | $ | 499,248 | | $ | 26,078 | | $ | — | | $ | 525,326 | |

The types of financial instruments based on quoted market prices in active markets include most bank deposits, money market securities and certain Canadian treasury securities.

Such instruments are generally classified within Level 1 of the fair value hierarchy.

The types of financial instruments valued based on quoted market prices in markets that are not active, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include certain Canadian treasury securities (primarily agency debt obligations) and U.S. municipal bonds.

The primary inputs to value Cintas' marketable securities is the respective instruments future cash flows based on its stated yield and the amount a market participant would pay for a similar instrument.

The valuation technique used for Cintas' marketable securities classified within Level 2 of the fair market value hierarchy is primarily the market approach.

Primarily all of Cintas' marketable securities are actively traded and the recorded fair value reflects current market conditions.

However, due to the inherent volatility in the investment market, there is at least a possibility that recorded investment values may change in the near term.

July 30, 2010

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

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

| Prepaid expenses | | | | | | 13,423 | | | 17,035 | |

| Assets held for sale | | | | | | 9,437 | | | 15,744 | |

| Total current assets | | | | | | 1,524,944 | | | 1,270,273 | |

| Other assets, net | | | | | | 89,900 | | | 80,333 | |

| | | | | | $ | 3,969,736 | | $ | 3,720,951 | |

| 2009: 173,085,926 shares issued and 152,790,170 shares outstanding | | | | | | 132,058 | | | 129,215 | |

| 2009: 20,295,756 shares | | | | | | (798,857 | ) | | (797,888 | ) |

| Other | | | | | | 287 | | | — | |

| Unrealized (loss) gain on available-for-sale securities | | | | | | (27 | ) | | 1 | |

| Balance at June 1, 2007 | | | | 172,874 | | $ | 120,811 | | $ | 56,909 | | $ | 2,533,459 | | $ | 37,121 | | | (14,197 | ) | $ | (580,562 | ) | $ | 2,167,738 | |

| | Net income | | | — | | | — | | | — | | | 335,405 | | | — | | | — | | | — | | | 335,405 | |

| | FIN 48 adjustment | | | — | | | — | | | — | | | (13,731 | ) | | — | | | — | | | — | | | (13,731 | ) |

| | Dividends | | | — | | | — | | | — | | | (70,831 | ) | | — | | | — | | | — | | | (70,831 | ) |

| | Stock options exercised, net of shares surrendered | | | 209 | | | 8,371 | | | (3,957 | ) | | — | | | — | | | — | | | — | | | 4,414 | |

| | Repurchase of common stock | | | — | | | — | | | — | | | — | | | — | | | (5,195 | ) | | (191,479 | ) | | (191,479 | ) |

| Other | | | | | | | | | | 4,579 | | | (251 | ) | | (400 | ) |

| Stock options exercised | | | | | | | | | | — | | | — | | | 8,371 | |

| | | | | | | | | |

| | | | $ | 169,484 | | $ | 202,351 | |

recorded based on the excess of the carrying amount of the assets over their respective fair values.

| | | | $ | 244,402 | | $ | 181,892 | |

Other accounting pronouncements. The Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Codification (ASC) effective for financial statements issued for interim and annual periods ending after September 30, 2009.

The ASC is an aggregation of previously issued authoritative GAAP in one comprehensive set of guidance organized by subject area.

In accordance with the ASC, references to previously issued accounting standards have been removed.

Subsequent revisions to GAAP will be incorporated into the ASC through Accounting Standards Updates (ASU).

The following is a list of recent pronouncements issued by the FASB impacting Cintas.

Effective June 1, 2009, Cintas adopted fair value measurements guidance for all nonfinancial assets and nonfinancial liabilities recognized or disclosed at fair value on a nonrecurring basis.

The guidance defines fair value, establishes guidance for measuring fair value and expands disclosures regarding fair value measurements.

The adoption did not have a material impact on our consolidated financial statements.

Effective June 1, 2009, Cintas adopted new guidance on business combinations, in which an entity is required to recognize assets acquired, liabilities assumed, contractual contingencies and contingent consideration at fair value on the acquisition date.

It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally are expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense.

This adoption did not have a material impact on Cintas' results of operations or financial condition.

Any future effects will depend upon the terms and size of future acquisitions.

Effective June 1, 2009, Cintas adopted new guidance for determining whether instruments granted in share-based payment transactions are participating securities.

This guidance provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method of determining earnings per share.

The adoption did not have a material impact on basic or diluted earnings per share.

Effective June 1, 2009, Cintas adopted new guidance on subsequent events.

With the participation of Cintas' management, including 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 Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934)] [added: Act)] as of May 31, [removed: 2010.][added: 2011.]

Based on such evaluation, Cintas' management, including Cintas' Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas' disclosure controls and procedures were effective as of May 31, [removed: 2010,] [added: 2011,] 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 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 Cintas' management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no [removed: significant] changes in 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: 2010,] [added: 2011,] that have materially affected, or are reasonably likely to materially affect, [removed: our] [added: Cintas'] internal control over financial reporting.

[removed: See "Management's] [added: Management's] Report on Internal Control over Financial [removed: Reporting"] [added: Reporting] and [removed: "Report] [added: the Report] of [added: Ernst & Young LLP,] Independent Registered Public Accounting [removed: Firm"] [added: Firm thereon are set forth] in [added: Part II,] Item 8 [removed: preceding Cintas' financial statements.][added: of this Annual Report on Form 10-K and are incorporated by reference herein.]

Items 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the Registrant's Proxy Statement for its 2010 Annual Shareholders' Meeting to be filed with the Commission pursuant to Regulation 14A.

The information called for by Item 12 relating to "Securities Authorized for Issuance under Equity Compensation Plans" is set forth in the table below:

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

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

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

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

| Equity compensation plans approved by shareholders | | | 6,467,206 | | $ | 37.63 | | | 10,914,768 | |

| Equity compensation plans not approved by shareholders | | | — | | | — | | | — | |

| Total | | | 6,467,206 | | $ | 37.63 | | | 10,914,768 | |

(1) Excludes 1,407,351 unvested restricted stock units.

68

Part IV

The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the 2011 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the close of the fiscal year (the "Proxy Statement").

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.

Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement, except that the information required by Item 201(d) of Regulation S-K can be found below.

The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, 2011.

Equity Compensation Plan Information

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

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

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

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

| Equity compensation plans approved by shareholders | | | 7,664,703 | | $ | 34.34 | | | 9,713,983 | |

| Equity compensation plans not approved by shareholders | | | — | | | — | | | — | |

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

| Total | | | 7,664,703 | | $ | 34.34 | | | 9,713,983 | |

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

(1) Excludes 1,917,382 unvested restricted stock units.

68

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.

69

Part IV

| (a) (1) | | Financial Statements. All financial statements required to be filed by Item 8 of [removed: this] Form [added: 10-K] and included in this [removed: report] [added: Annual 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. |

| | | For each of the three years in the period ended May 31, [removed: 2010.] [added: 2011.] |

| 3.1 | | Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 to Cintas' [removed: Form S-3] Registration Statement [added: No. 333-160926 on Form S-3] filed on December 3, 2007.) |

| [removed: 10.1*] [added: 10.6*] | | Incentive Stock Option Plan (Incorporated by reference to Cintas' Registration Statement No. 33-23228 on Form S-8 filed under the Securities Act of 1933.) |

| [removed: 10.2*] [added: 10.7*] | | Partners' Plan, as Amended (Incorporated by reference to Cintas' Registration Statement No. 33-56623 on Form S-8 filed under the Securities Act of 1933.) |

| [removed: 10.3*] [added: 10.8*] | | 1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2000.) |

| [removed: 10.4*] [added: 10.9*] | | Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2001.) |

| [removed: 10.5*] [added: 10.10*] | | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2004.) |

| [removed: 10.6*] [added: 10.11*] | | Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.) |

| [removed: 10.7*] [added: 10.12*] | | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.) |

| [removed: 10.8*] [added: 10.13*] | | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.) |

| [removed: 10.9*] [added: 10.14*] | | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Registration Statement No. 333-131375 on Form S-8 filed under the Securities Act of 1933.) |

| [removed: 10.10*] [added: 10.15*] | | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.) |

| [removed: 10.11*] [added: 10.16*] | | 2007 Executive Incentive Plan (Incorporated by reference to 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 |

DATE SIGNED: July [removed: 30, 2010][added: 29, 2011]

| /s/ | | Robert J. Kohlhepp Robert J. Kohlhepp | | Chairman of the Board of Directors | | July [removed: 30, 2010] [added: 29, 2011] |

| /s/ | | Scott D. Farmer Scott D. Farmer | | Chief Executive Officer and Director | | July [removed: 30, 2010] [added: 29, 2011] |

| /s/ | | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July [removed: 30, 2010] [added: 29, 2011] |

| /s/ | | James J. Johnson James J. Johnson | | Director | | July [removed: 30, 2010] [added: 29, 2011] |

| /s/ | | David C. Phillips David C. Phillips | | Director | | July [removed: 30, 2010] [added: 29, 2011] |

| /s/ | | William C. Gale William C. Gale | | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July [removed: 30, 2010] [added: 29, 2011] |

| [removed: May] [added: May] 31, [removed: 2010] [added: 2010] | | | | $ | 19,532 | | $ | 1,060 | | $ | (167 | ) | $ | 6,128 | | $ | 14,297 | |

| [removed: May] [added: May] 31, [removed: 2010] [added: 2010] | | | | $ | 48,353 | | $ | (7,979 | ) | $ | (130 | ) | $ | 7,778 | | $ | 32,466 | |

| | | All documents referenced below were filed pursuant to the Exchange Act by Cintas Corporation, file number 000-11399, unless otherwise noted. |

| 4.4 | | Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas' Form 8-K dated December 6, 2007.) |

| 4.5 | | Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.) |

| 4.6 | | Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.) |

| 10.1 | | Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower, the lenders named in such Credit Agreement and KeyBank National Association, as agent for the lenders (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.) |

| 10.2 | | First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of February 24, 2006 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.) |

| 10.3 | | Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of March 16, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.) |

| 10.4 | | Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 31, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.) |

| 10.5 | | Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of September 27, 2010 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.) |

| 10.17 | | Amendment No. 1 to 2005 Equity Compensation Plan |

| 10.18 | | Form of Restricted Stock Agreement |

| May 31, 2011 | | | | $ | 14,297 | | $ | 7,835 | | $ | 43 | | $ | 5,118 | | $ | 17,057 | |

| May 31, 2011 | | | | $ | 32,466 | | $ | 1,626 | | $ | (8 | ) | $ | 3,367 | | $ | 30,717 | |

73

Exhibit Index

| | | |

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

| 3.1 | | Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 to Cintas' Registration Statement No. 333-160926 on Form S-3 filed on December 3, 2007.) |

| 3.2 | | Amended and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas' Form 8-K dated October 14, 2008.) |

| 4.1 | | Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.) |

| 4.2 | | Form of 6% Senior Note due 2012 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.) |

| 4.3 | | Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas' Form 8-K dated August 17, 2006.) |

| 4.4 | | Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas' Form 8-K dated December 6, 2007.) |

| 4.5 | | Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.) |

| 4.6 | | Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.) |

| 10.1 | | Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower, the lenders named in such Credit Agreement and KeyBank National Association, as agent for the lenders (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.) |

| 10.2 | | First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of February 24, 2006 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.) |

| 10.3 | | Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of March 16, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.) |

| 10.4 | | Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 31, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.) |

| 10.5 | | Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of September 27, 2010 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.) |

| 10.6* | | Incentive Stock Option Plan (Incorporated by reference to Cintas' Registration Statement No. 33-23228 on Form S-8 filed under the Securities Act of 1933.) |

| 10.7* | | Partners' Plan, as Amended (Incorporated by reference to Cintas' Registration Statement No. 33-56623 on Form S-8 filed under the Securities Act of 1933.) |

| 10.8* | | 1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2000.) |

| 10.9* | | Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2001.) |

74

| | | |

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

| 10.10* | | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2004.) |

| 10.11* | | Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.) |

| 10.12* | | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.) |

69

Cintas will provide shareholders with any exhibit upon the payment of a specified reasonable fee, which fee shall be limited to Cintas' reasonable expenses in furnishing such exhibit.

| /s/ | | Richard T. Farmer Richard T. Farmer | | Chairman Emeritus of the Board of Directors | | July 30, 2010 |

| May 31, 2008 | | | | $ | 14,486 | | $ | 4,530 | | $ | 127 | | $ | 6,004 | | $ | 13,139 | |

| May 31, 2008 | | | | $ | 22,906 | | $ | 1,431 | | $ | 751 | | $ | 4,428 | | $ | 20,660 | |