Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
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| (a) (1) | Financial Statements. All financial statements required to be filed by Item 8 of Form 10-K and included in this 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. | |
| (a) (2) | Financial Statement Schedule: | |
| For each of the three years in the period ended May 31, 2011. | ||
| Schedule II: Valuation and Qualifying Accounts and Reserves. | ||
| 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) | Exhibits. | |
| All documents referenced below were filed pursuant to the Exchange Act by Cintas Corporation, file number 000-11399, unless otherwise noted. |
| Exhibit Number | Description of Exhibit | |
| 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.) |
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| 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.) | |
| 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.) | |
| 10.13* | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.) | |
| 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.) | |
| 10.15* | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.) | |
| 10.16* | 2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.) | |
| 10.17** | Amendment No. 1 to 2005 Equity Compensation Plan | |
| 10.18** | Form of Restricted Stock Agreement | |
| 14 | Code of Ethics (Incorporated by reference to Cintas' Form 10-K dated May 31, 2004.) | |
| 21** | Subsidiaries of the Registrant | |
| 23** | Consent of Independent Registered Public Accounting Firm | |
| 31.1** | Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 31.2** | Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 32.1** | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § 1350 | |
| 32.2** | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § 1350 |
Management compensatory contracts
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Filed herewith
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CINTAS CORPORATION
By: /s/ Scott D. Farmer Scott D. Farmer Chief Executive Officer
DATE SIGNED: July 29, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||||
| /s/ | Robert J. Kohlhepp Robert J. Kohlhepp | Chairman of the Board of Directors | July 29, 2011 | |||
| /s/ | Scott D. Farmer Scott D. Farmer | Chief Executive Officer and Director | July 29, 2011 | |||
| /s/ | Ronald W. Tysoe Ronald W. Tysoe | Director | July 29, 2011 | |||
| /s/ | James J. Johnson James J. Johnson | Director | July 29, 2011 | |||
| /s/ | David C. Phillips David C. Phillips | Director | July 29, 2011 | |||
| /s/ | William C. Gale William C. Gale | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | July 29, 2011 |
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Cintas Corporation Schedule II — Valuation and Qualifying Accounts and Reserves
| Additions | ||||||||||||||||||
| (In thousands) | Balance at Beginning of Year | (1) Charged to Costs and Expenses | (2) Charged to Other Accounts | (3) Deductions | Balance at End of Year | |||||||||||||
| Allowance for Doubtful Accounts | ||||||||||||||||||
| May 31, 2009 | $ | 13,139 | $ | 16,650 | $ | 5 | $ | 10,262 | $ | 19,532 | ||||||||
| May 31, 2010 | $ | 19,532 | $ | 1,060 | $ | (167 | ) | $ | 6,128 | $ | 14,297 | |||||||
| May 31, 2011 | $ | 14,297 | $ | 7,835 | $ | 43 | $ | 5,118 | $ | 17,057 | ||||||||
| Reserve for Obsolete Inventory | ||||||||||||||||||
| May 31, 2009 | $ | 20,660 | $ | 33,972 | $ | (85 | ) | $ | 6,194 | $ | 48,353 | |||||||
| May 31, 2010 | $ | 48,353 | $ | (7,979 | ) | $ | (130 | ) | $ | 7,778 | $ | 32,466 | ||||||
| May 31, 2011 | $ | 32,466 | $ | 1,626 | $ | (8 | ) | $ | 3,367 | $ | 30,717 | |||||||
(1)
Represents amounts charged to expense to increase reserve for estimated future bad debts or to increase reserve for obsolete inventory. Amounts related to inventory are computed by performing a thorough analysis of future marketability by specific inventory item.
(2)
Represents a change in the appropriate balance sheet reserve due to acquisitions during the respective period.
(3)
Represents reductions in the balance sheet reserve due to the actual write-off of non-collectible accounts receivable or the physical disposal of obsolete inventory items. These amounts do not impact Cintas' consolidated income statement.
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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.) |
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| 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.) | |
| 10.13* | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.) | |
| 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.) | |
| 10.15* | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.) | |
| 10.16* | 2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.) | |
| 10.17** | Amendment No. 1 to 2005 Equity Compensation Plan | |
| 10.18** | Form of Restricted Stock Agreement | |
| 14 | Code of Ethics (Incorporated by reference to Cintas' Form 10-K dated May 31, 2004.) | |
| 21** | Subsidiaries of the Registrant | |
| 23** | Consent of Independent Registered Public Accounting Firm | |
| 31.1** | Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 31.2** | Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 32.1** | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § 1350 | |
| 32.2** | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § 1350 |
Management compensatory contracts
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Filed herewith
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