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Cover and table of contents

10-K 1 ctas531201210k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

XANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended May 31, 2012
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-11399

CINTAS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

WASHINGTON31-1188630
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
6800 Cintas Boulevard P.O. Box 625737 Cincinnati, Ohio 45262-5737 (Address of Principal Executive Offices)
(513) 459-1200 (Registrant's telephone number, including area code)

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

Title of each className of each exchange on which registered
Common Stock, no par valueThe NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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

None

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

YESüNO

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

YESNOü

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YESüNO

Indicate by a 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 (§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).

YESüNO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be 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 check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated FilerüAccelerated FilerSmaller Reporting CompanyNon-Accelerated Filer(Do not check if a smaller reporting company.)

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

YESNOü

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, 2011, was $3,943,854,259 based on a closing sale price of $30.40 per share. As of June 30, 2012, 173,760,795 shares of the Registrant's Common Stock were issued and 126,529,863 shares were outstanding.

Documents Incorporated by Reference

Portions of the Registrant's Proxy Statement to be filed with the Commission for its 2012 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

Cintas Corporation

Index to Annual Report on Form 10-K

Page
Part I
Item 1.Business3
Item 1A.Risk Factors5
Item 1B.Unresolved Staff Comments8
Item 2.Properties9
Item 3.Legal Proceedings9
Item 4.Mine Safety Disclosures9
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities10
Item 6.Selected Financial Data12
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations13
Item 7A.Quantitative and Qualitative Disclosure About Market Risk26
Item 8.Financial Statements and Supplementary Data27
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62
Item 9A.Controls and Procedures62
Item 9B.Other Information62
Part III
Item 10.Directors, Executive Officers and Corporate Governance63
Item 11.Executive Compensation63
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63
Item 13.Certain Relationships and Related Transactions, and Director Independence63
Item 14.Principal Accountant Fees and Services63
Part IV
Item 15.Exhibits and Financial Statement Schedules64

Part I

Next: Item 1. Business