Cintas (CTAS) 10-K risk factor changes: FY2013 vs FY2012

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

Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs, lower sales volumes, loss of customers due to outsourcing trends, 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, the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, disruptions caused by the [removed: unaccessibility] [added: inaccessibility] of computer systems data, the initiation or outcome of litigation, investigations or other proceedings, higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic or extraordinary events, the amount and timing of repurchases of our Common Stock, if any, changes in federal and state tax and labor laws and the reactions of competitors in terms of price and [removed: service.][added: service and the ultimate impact of the Affordable Care Act.]

Increases in labor costs, including [added: the cost to provide employee-partner related] healthcare [removed: and insurance costs,] [added: benefits,] labor shortages or shortages of skilled labor, higher material costs for items such as fabrics and textiles, lower recycled paper prices, [added: the inability to obtain insurance coverage at cost-effective rates,] higher interest rates, inflation, higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and ancillary products and other services and selling and administrative expenses.

Our ability to open new operating facilities depends on our ability to identify attractive locations, negotiate leases or real estate purchase agreements on acceptable terms, identify and obtain adequate utility and water sources and comply with environmental regulations, zoning laws and [removed: other similar factors.]

In fiscal years [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

Failure to comply with [removed: the regulations of the U.S. Occupational Safety and Health Administration] [added: federal] and [removed: other] state [removed: and local agencies] [added: regulations to which we are subject could result in penalties or costs] that [removed: oversee safety compliance] could adversely affect our results of operations.

We have incurred, and will continue to incur, capital and operating expenditures and other costs [removed: in the ordinary course of our business in complying with OSHA and other state and local laws and regulations.]

Any failure to comply with [removed: these] [added: applicable laws or] regulations could result in [added: substantial] fines by government [removed: authorities and] [added: authorities,] payment of damages to private [removed: litigants and] [added: litigants, or possible revocation of our authority to conduct our operations, which could adversely] affect our ability to service [removed: our] customers and [removed: adversely affect] our [added: consolidated results of operations.]

Disruptions in the availability of [removed: our] computer [removed: systems] [added: systems, or privacy breaches involving computer systems,] could impact our ability to service our customers and adversely affect our [removed: sales and] [added: sales,] results of [removed: operations.][added: operations and reputation and expose us to litigation risk.]

In addition, cyber-security attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to [removed: data,] [added: data] and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data.

[removed: We] [added: Although we] believe that we have adopted appropriate measures to mitigate potential risks to our technology and our operations from these information technology-related and other potential [removed: disruptions.][added: disruptions, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to production downtimes, operational delays and interruptions in our ability to provide products and services to our customers.]

[removed: However, given] [added: If] the [removed: unpredictability] [added: network] of [removed: the timing, nature] [added: security controls, policy enforcement mechanisms] and [removed: scope of such disruptions, we could potentially be subject to production downtimes, operational delays, interruptions in our ability] [added: monitoring systems] to [removed: provide products and services] [added: address these threats] to our [removed: customers,] [added: technology fails,] the compromising of confidential or otherwise protected [added: company, customer, or employee] information, destruction or corruption of data, security breaches, [added: or] other manipulation or improper use of our systems and [removed: networks,] [added: networks could result in] financial losses from remedial actions, loss of business or potential [removed: liability,] [added: liability] and damage to our reputation.

If we fail to maintain the adequacy of our internal controls or if we or our independent registered public accounting firm were to discover material weaknesses in our internal controls, as such standards are modified, supplemented or amended, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial [added: reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.]

These services involve the handling of our customers' confidential [removed: information] [added: information, in both paper] and [added: electronic formats, and] the subsequent destruction or retention of this information.

The risks and uncertainties described herein are not the only ones we may face.

Additional risks and uncertainties presently not known to us or that we currently believe to be immaterial may also harm our business.

other similar factors.

Our business is subject to complex and stringent state and federal regulations, including employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, transportation and other laws and regulations.

In particular, we are subject to the regulations promulgated by the U.S. Department of Transportation, or USDOT, and under the Occupational Safety and Health Act of 1970, as amended, or OSHA.

in the ordinary course of our business in complying with the USDOT, OSHA and other laws and regulations to which we are subject.

Changes in laws, regulations and the related interpretations may alter the landscape in which we do business and may affect our costs of doing business.

The impact of new laws and regulations cannot be predicted.

Compliance with new laws and regulations may increase our operating costs or require significant capital expenditures.

The Occupational Safety and Health Act of 1970, as amended, or 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.

Various OSHA standards may apply to our operations.

consolidated results of operations.

reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

We are North America's leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, carpet and tile cleaning services, first aid, safety and fire protection products and [removed: services, document management] services and [removed: branded promotional products.][added: document management services.]

The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related [removed: items and branded promotional products.][added: items.]

| | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | | | [removed: 2010] [added: 2011] | |

| Rental Uniforms and Ancillary Products | [removed: 71.0] [added: 70.5] | % | | [removed: 70.7] [added: 71.0] | % | | [removed: 72.4] [added: 70.7] | % |

| Uniform Direct Sales | [removed: 10.6] [added: 10.7] | % | | [removed: 11.0] [added: 10.6] | % | | 11.0 | % |

| First Aid, Safety and Fire Protection Services | [removed: 10.1] [added: 10.7] | % | | [removed: 9.9] [added: 10.1] | % | | [removed: 9.5] [added: 9.9] | % |

| Document Management Services | [removed: 8.3] [added: 8.1] | % | | [removed: 8.4] [added: 8.3] | % | | [removed: 7.1] [added: 8.4] | % |

| Rental Uniforms and Ancillary Products | [removed: 56.6] [added: 57.7] | % | | [removed: 56.8] [added: 56.6] | % | | [removed: 56.4] [added: 56.8] | % |

| Uniform Direct Sales | [removed: 70.1] [added: 70.7] | % | | [removed: 69.8] [added: 70.1] | % | | [removed: 69.9] [added: 69.8] | % |

| First Aid, Safety and Fire Protection Services | [removed: 57.1] [added: 56.7] | % | | [removed: 58.7] [added: 57.1] | % | | [removed: 61.1] [added: 58.7] | % |

| Document Management Services | [removed: 50.9] [added: 53.0] | % | | [removed: 48.7] [added: 50.9] | % | | [removed: 48.6] [added: 48.7] | % |

| Total cost of sales | [removed: 57.6] [added: 58.6] | % | | [removed: 57.8] [added: 57.6] | % | | 57.8 | % |

| Rental Uniforms and Ancillary Products | [removed: 43.4] [added: 42.3] | % | | [removed: 43.2] [added: 43.4] | % | | [removed: 43.6] [added: 43.2] | % |

| Uniform Direct Sales | [removed: 29.9] [added: 29.3] | % | | [removed: 30.2] [added: 29.9] | % | | [removed: 30.1] [added: 30.2] | % |

| First Aid, Safety and Fire Protection Services | [removed: 42.9] [added: 43.3] | % | | [removed: 41.3] [added: 42.9] | % | | [removed: 38.9] [added: 41.3] | % |

| Document Management Services | [removed: 49.1] [added: 47.0] | % | | [removed: 51.3] [added: 49.1] | % | | [removed: 51.4] [added: 51.3] | % |

| Total gross margin | [removed: 42.4] [added: 41.4] | % | | [removed: 42.2] [added: 42.4] | % | | 42.2 | % |

| Selling and administrative expenses | [removed: 29.2] [added: 28.3] | % | | [removed: 30.7] [added: 29.2] | % | | [removed: 30.6] [added: 30.7] | % |

| Interest income | — | % | | [removed: \-0.1] [added: —] | % | | \-0.1 | % |

| Interest expense | [removed: 1.7] [added: 1.5] | % | | [removed: 1.3] [added: 1.7] | % | | [removed: 1.4] [added: 1.3] | % |

| Income before income taxes | [removed: 11.5] [added: 11.6] | % | | [removed: 10.3] [added: 11.5] | % | | [removed: 9.7] [added: 10.3] | % |

Revenue [added: in fiscal 2012] was also positively impacted by 0.4% due to one more workday [removed: in fiscal 2012] compared to fiscal 2011.

Revenue [added: in fiscal 2012] was also positively impacted by 0.4% due to one more workday [removed: in fiscal 2012] compared to fiscal 2011.

Other Services revenue, consisting of revenue from the reportable operating segments of Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services, increased 6.4% compared to fiscal [removed: 2011.]

The increase primarily resulted from an organic growth increase of [removed: 4.6%] [added: 4.6%,] which was due to improved sales representative productivity and improved account retention, slightly offset by a decrease in the average selling price of recycled paper.

Revenue [added: in fiscal 2012] was also positively impacted by 0.4% due to one more workday [removed: in fiscal 2012] compared to fiscal 2011.

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

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

Revenue [added: in fiscal 2012] was positively impacted by 0.4% due to one more workday [removed: in fiscal 2012] compared to fiscal 2011.

Revenue [added: in fiscal 2012] was also positively impacted by 0.4% due to one more workday [removed: in fiscal 2012] compared to fiscal 2011.

Revenue [added: in fiscal 2012] was also positively impacted by 0.4% due to one more workday [removed: in fiscal 2012] compared to fiscal 2011.

[removed: This decrease is due to the revenue growing at a faster rate] than the expenses due to cost control initiatives, lower bad debt expense and lower amortization expense related to acquisition related intangible assets.

Fiscal [removed: 2011] [added: 2013] total revenue was [removed: $3.8] [added: $4.3] billion, an increase of [removed: 7.4%] [added: 5.2%] compared to fiscal [removed: 2010.][added: 2012.]

The remaining [removed: 2.3%] [added: 0.7% increase] represents growth derived through acquisitions in our [removed: Document Management Services operating segment, our] First Aid, Safety and Fire Protection Services operating segment and our [removed: Rental Uniforms and Ancillary Products] [added: Document Management Services] operating [removed: segment.][added: segment during the year.]

| First Quarter Ending August 31, [removed: 2010] [added: 2012] | [removed: 2.8] [added: 3.2] | % |

| Second Quarter Ending November 30, [removed: 2010] [added: 2012] | [removed: 4.2] [added: 3.4] | % |

| Third Quarter Ending February 28, [removed: 2011] [added: 2013] | [removed: 5.5] [added: 6.9] | % |

| Fourth Quarter Ending May 31, [removed: 2011] [added: 2013] | [removed: 8.0] [added: 6.2] | % |

| For the Fiscal Year Ending May 31, [removed: 2011] [added: 2013] | [removed: 5.1] [added: 4.9] | % |

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

Fiscal 2013 Compared to Fiscal 2012

Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012.

The increase resulted from an organic growth increase in revenue of 4.9%.

Generally, sales productivity improvements are the result of increased tenure and improved training, which result in a higher number of products and services sold.

Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012.

Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012.

Selling and administrative expenses increased $22.9 million, or 1.9%, compared to fiscal 2012 due to increases in labor and other employee-partner related expenses.

However, selling and administrative expenses as a percent of revenue, at 28.3%, decreased from 29.2% in fiscal 2012 due to improvements in sales representative productivity, cost control initiatives, the gain on the sale of stock of an equity method investment and lower amortization of intangible assets related to prior year acquisitions.

Operating income of $565.2 million in fiscal 2013 increased $25.6 million, or 4.7%, compared to fiscal 2012.

This decrease was due to the maturity of the $225.0 million aggregate principal amount of 6.0% senior notes on June 1, 2012, offset by the issuance of $250.0 million aggregate principal amount of 3.25% senior notes due 2022 in the first quarter of fiscal 2013.

Net income for fiscal 2013 of $315.4 million was a 6.0% increase compared to fiscal 2012.

The impact of the increase in revenue was partially offset by one fewer workday in fiscal 2013 compared to fiscal 2012.

Diluted earnings per share of $2.52 was an 11.0% increase compared to fiscal 2012.

The decrease in gross margin as a percent of revenue over fiscal 2012 was primarily due to higher material cost associated with new customer accounts which requires increased in service inventory, costs associated with route expansion and a $1.6 million write-off of a garment processing system.

Selling and administrative expenses for the Rental Uniforms and Ancillary Products operating segment increased $1.0 million in fiscal 2013 compared to fiscal 2012 primarily due to increases in labor and other employee-partner related expenses, offset by a gain on the sale of stock of an equity method investment and lower amortization of intangible assets related to prior year acquisitions.

This decrease as a percent of revenue was primarily due to higher Rental Uniforms and Ancillary Products operating segment revenue from greater sales representative productivity in fiscal 2013 compared to fiscal 2012.

Income before income taxes as a percent of revenue, at 14.9%, increased from 14.7% in fiscal 2012.

This increase in income before income taxes is primarily due to revenue increasing at a faster rate of 4.5% compared to a 4.4% increase in operating expenses.

Revenue grew at a faster rate due primarily to improvements in sales representative productivity and improved customer retention.

Uniform Direct Sales operating segment revenue increased $27.3 million, or 6.3%, compared to fiscal 2012 due to increased customer orders for uniforms and several large customer uniform roll-outs.

This decrease in gross margin as a percent of revenue over fiscal 2012 was due to a less profitable mix of products being sold and costs incurred in conjunction with the large customer uniform roll-outs that occurred in fiscal 2013.

Selling and administrative expenses increased $1.2 million, or 1.4%, in fiscal 2013 compared to fiscal 2012 primarily due to increases in labor and other employee-partner related expenses.

However, selling and administrative expenses as a percent of revenue, at 17.7%, decreased from 18.6% in fiscal 2012 due to an increase in Uniform Direct Sales operating segment sales volume.

Income before income taxes as a percent of revenue, at 11.5%, increased from 11.3% in fiscal 2012.

This increase in income before income taxes is primarily due to revenue increasing at a faster rate of 6.3% compared to a 6.0% increase in operating expenses, due to improved capacity utilization from the higher revenue levels.

Acquisitions resulted in revenue growth of 4.4%.

Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012.

The gross margin as a percent of revenue was 43.3% for fiscal 2013 compared to 42.9% in fiscal 2012.

Selling and administrative expenses increased by $12.9 million, or 9.0%, in fiscal 2013 compared to fiscal 2012 primarily due to an increase in labor and other employee-partner related expenses.

However, selling and administrative expenses as a percent of revenue, at 33.9%, decreased from 34.5% in fiscal 2012 due to revenue growing at a faster rate than selling and administrative expenses as a result of improvements in sales representative productivity.

Income before income taxes was $43.1 million in fiscal 2013, an increase of $8.0 million, or 22.6%, compared to fiscal 2012.

Income before income taxes as a percent of revenue, at 9.4%, increased from 8.5% in fiscal 2012.

This increase

This increase primarily resulted from acquisitions, which accounted for revenue growth of 2.9%.

Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012.

The remaining 0.4% represents an organic growth increase.

The gross margin as a percent of revenue decreased from 49.1% in fiscal 2012 to 47.0% in fiscal 2013.

This decrease is due to the lower recycled paper revenue as discussed above.

This decrease is primarily a result of the lower recycled paper revenue, as discussed above.

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

| Legal settlements, net of insurance proceeds | — | % | | — | % | | 0.7 | % |

| Restructuring credits | — | % | | — | % | | \-0.1 | % |

Fiscal 2011 Compared to Fiscal 2010

Total revenue increased organically by 5.1%.

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

Labor and payroll tax expenses increased $47.5 million compared to fiscal 2010 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.

v.

Cintas Corporation, reached a settlement in principle.

The pre-tax impact, net of insurance proceeds, was approximately $19.5 million.

This settlement is more fully described in Note 12 entitled Litigation and Other Contingencies of "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 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.

Net income for fiscal 2011 of $247.0 million was a 14.5% increase compared to fiscal 2010, and diluted earnings per share of $1.68 was a 20.0% increase compared to fiscal 2010.

These changes reflect the items described above.

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.

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

Income before income taxes increased $3.0 million to $339.6 million for the Rental Uniforms and Ancillary Products operating segment for fiscal 2011 compared to fiscal 2010.

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.

Selling and administrative expenses as a percent of revenue, at 18.7%, decreased from 19.7% in 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%.

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

The remaining 4.2% represents growth derived through acquisitions.

Selling and administrative expenses increased by $16.3 million, or 13.8%, in fiscal 2011 compared to fiscal 2010 primarily due to an increase in the number of sales representatives and a $2.4 million increase in bad debt expense due to a slight deterioration in the aging of receivables.

Selling and administrative expenses as a percent of revenue, at 35.6%, increased from 34.9% in fiscal 2010.

This increase in income before income taxes was primarily due to the increase in First Aid, Safety and Fire Protection Services operating segment revenue and improved capacity utilization.

The organic increase is primarily due to the sale of destruction services to new customers and an increase in recycled paper revenue.

Excluding recycled paper revenue, this operating segment revenue grew 8.2% organically compared to fiscal 2010.

Acquisitions accounted for revenue growth of 11.7%.

The gross margin as a percent of revenue was 51.3% for fiscal 2011, which is relatively consistent with the gross margin of 51.4% in fiscal 2010.

Selling and administrative expenses increased $28.2 million in fiscal 2011 over fiscal 2010.

Selling and administrative expenses as a percent of revenue was 41.7% for fiscal 2011, which is consistent with the 41.8% in fiscal 2010.

In the fourth quarter of fiscal 2012, Cintas repatriated approximately $110 million of cash from foreign subsidiaries.

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.5] [added: $0.1] million.

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

Cintas manages interest rate risk by using a combination of variable and fixed rate debt and investing in marketable securities.

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

The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related [removed: items and branded promotional products.][added: items.]

We provide our products and services to over [removed: 900,000] [added: one million] 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: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Rental Uniforms and Ancillary Products | $ | [removed: 2,912,261] [added: 3,044,587] | | | $ | [removed: 2,692,248] [added: 2,912,261] | | | $ | [removed: 2,569,357] [added: 2,692,248] | |

| Uniform Direct Sales | [removed: 433,994] [added: 461,328] | | | | [removed: 419,222] [added: 433,994] | | | | [removed: 386,370] [added: 419,222] | | |

| First Aid, Safety and Fire Protection Services | [removed: 415,703] [added: 460,592] | | | | [removed: 377,663] [added: 415,703] | | | | [removed: 338,651] [added: 377,663] | | |

| Document Management Services | [removed: 340,042] [added: 349,964] | | | | [removed: 321,251] [added: 340,042] | | | | [removed: 252,961] [added: 321,251] | | |

| Total Revenue | $ | [removed: 4,102,000] [added: 4,316,471] | | | $ | [removed: 3,810,384] [added: 4,102,000] | | | $ | [removed: 3,547,339] [added: 3,810,384] | |

In total, Cintas has approximately [removed: 7,800] [added: 8,200] local delivery routes, [removed: 429] [added: 446] operational facilities and eight distribution centers.

At May 31, [removed: 2012,] [added: 2013,] Cintas employed approximately [removed: 30,000] [added: 32,000] employees, of which approximately 210 were represented by labor unions.

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

Environmental spending related to water treatment and waste removal was approximately [removed: $20] [added: $19] million in fiscal [removed: 2012] [added: 2013] and [removed: $18] [added: approximately $20] million in fiscal [removed: 2011.][added: 2012.]

Capital expenditures to limit or monitor hazardous substances were approximately [removed: $0.2] [added: $2] million in fiscal [removed: 2012] [added: 2013] and approximately [removed: $2] [added: $0.2] million in fiscal [removed: 2011.][added: 2012.]

| | For the Fiscal Year Ended May 31, [removed: 2012] [added: 2013] |

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2011,] [added: 2012,] was [removed: $3,943,854,259] [added: $5,106,600,519] based on a closing sale price of [removed: $30.40] [added: $41.44] per share.

As of June 30, [removed: 2012, 173,760,795] [added: 2013, 174,825,212] shares of the Registrant's Common Stock were issued and [removed: 126,529,863] [added: 122,320,408] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2012] [added: 2013] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

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| [Part [removed: III](#s4082F010772AA77EA38CD99EACC059D4)] [added: III](#s134ED94AA4091DC216FB7CEDD7E6837A)] | | |

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10-K 1 ctas531201310k.htm 10-K

| [Part I](#s6C9EE141E9A12D0463EC7CEDCFC8B5B5) | | |

| [Part II](#s6A985B879CD7AB301B897CEDD0F1357C) | | |

| [Part IV](#s0B8DAD6C407E8C563AAB7CEDD8E0FD47) | | |

10-K 1 ctas531201210k.htm 10-K

| [Part I](#sD8634A576E0AE0EB16BBD99EA5E44673) | | |

| [Part II](#s6CD7A16DE1F9017BF862D99EA7104AB6) | | |

| [Part IV](#s43E78F4E7587C0941219D99EADB2CD9B) | | |

Cintas occupies [removed: 437] [added: 446] facilities located in [removed: 294] [added: 303] cities.

Cintas leases [removed: 245] [added: 259] of these facilities for various terms ranging from monthly to the year 2032.

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

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

Cintas owns or leases approximately [removed: 13,400] [added: 13,700] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Processing Plants | [removed: 166] [added: 164] | | |

| Rental Branches | [removed: 108] [added: 107] | | |

| First Aid, Safety and Fire Protection Facilities | [removed: 59] [added: 58] | | |

| Document Management Facilities | [removed: 75] [added: 88] | | |

| Manufacturing Facilities | [removed: 6] [added: 5] | | |

| Direct Sales Offices | [removed: 15] [added: 16] | | |

| Total | 446 | | |

| Total | 437 | | |

At May 31, [removed: 2012,] [added: 2013,] there were approximately 2,000 shareholders on record of Cintas' common stock.

Dividends on Cintas' outstanding common stock have been paid annually and amounted to [removed: $0.54] [added: $0.64] per share, [removed: $0.49] [added: $0.54] per [removed: share] [added: share,] and [removed: $0.48] [added: $0.49] per share in fiscal [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

Therefore, the peer group used in the performance graph combines four publicly traded companies in the business services industry that have similar characteristics as Cintas, such as [removed: route-based] [added: route based] delivery of products and services.

[removed: The companies included in] [added: Prior to fiscal 2013, Cintas compared its common stock returns to] the [removed: peer group are] [added: following publicly traded companies:] G & K Services, Inc., UniFirst Corporation, ABM Industries and Ecolab, Inc. [added: (Old Peer Group).]

The companies in the [removed: peer group] [added: New Peer Group] are not the same as those considered by the Compensation Committee of the Board of Directors.

Comparison of Five-Year Cumulative Total [removed: Return][added: Return]

Beginning in April 2012, under the October 18, 2011 program, through May 31, [removed: 2012,] [added: 2013,] Cintas has purchased a total of [removed: approximately 3.3] [added: 8.4] million shares of Cintas stock at an average price of [removed: $39.10] [added: $40.23] per share for a total purchase price of [removed: $129.6] [added: $337.5] million.

[removed: (2)] [added: (3)] During May [removed: 2012,] [added: 2013,] Cintas [removed: purchased 1,013] [added: acquired 1,532] shares of Cintas common stock in trade for employee payroll taxes due on restricted stock [removed: options] [added: awards] that vested during the fiscal year.

These shares were purchased at an average price of [removed: $37.61] [added: $44.87] per share for a total purchase price of less than $0.1 million.

| Fiscal 2013 | | | | | | | |

| May 2013 | $ | 46.27 | | | $ | 42.11 | |

| February 2013 | 45.29 | | | | 40.13 | | |

| November 2012 | 45.60 | | | | 39.22 | | |

| August 2012 | 41.64 | | | | 35.41 | | |

Holders

In December 2011, Ecolab, Inc. acquired Nalco Holding Company, a chemicals and water treatment company, significantly diversifying Ecolab's business in terms of both operations and industry and removing those same characteristics for which we chose to include them in the Old Peer Group.

As a result, Cintas made the change to a new peer group (New Peer Group).

The companies included in the New Peer Group are G & K Services, Inc., UniFirst Corporation, ABM Industries and Iron Mountain, Inc. In fiscal 2002, Cintas entered the Document Management business, and that business has now grown to 8% of Cintas' total revenue.

Iron Mountain, Inc. is also in the Document Management business.


| March 1 - 31, 2013 | 235,758 | | | $ | 43.06 | | | 235,758 | | | $ | 180,791,478 | |

| April 1 - 30, 2013 (2) | 420,426 | | | 43.73 | | | | 419,260 | | | 162,460,106 | | |

| May 1 - 31, 2013 (3) | 1,532 | | | 45.17 | | | | — | | | 162,460,106 | | |

| Total | 657,716 | | | $ | 43.49 | | | 655,018 | | | $ | 162,460,106 | |

(2) During April 2013, Cintas acquired 1,166 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of $45.17 per share for a total purchase price of 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 | | |

| March 1 - 31, 2012 | — | | | $ | — | | | — | | | $ | 500,000,000 | |

| April 1 - 30, 2012 | 1,299,469 | | | 39.18 | | | | 1,299,469 | | | 449,089,096 | | |

| May 1 - 31, 2012 (2) | 2,016,386 | | | 39.05 | | | | 2,015,373 | | | 370,391,845 | | |

| Total | 3,315,855 | | | $ | 39.10 | | | 3,314,842 | | | $ | 370,391,845 | |

| Fiscal Years Ended May 31, | [removed: 2002 | | | |] 2003 | | | [added: |] 2004 | | | 2005 | | | 2006 | | | 2007 | | | 2008 | | | 2009 | | | 2010 | | | 2011 | | | 2012 | | | [added: 2013 | | |] 10-Year Compd Growth | |

| Revenue | $ | [removed: 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 | | | 3,810,384 | | | 4,102,000 | | | [removed: 6.1] [added: 4,316,471] | [added: | | 4.9 |] % |

| Net Income | $ | [removed: 229,466 | | |] 243,191 | | | 265,078 | | | 292,547 | | | 323,382 | | | 334,538 | | | 335,405 | | | 226,357 | | | 215,620 | | | 246,989 | | | 297,637 | | | [added: 315,442 | | |] 2.6 | % |

| Basic EPS | $ | [removed: 1.35 | | |] 1.43 | | | 1.55 | | | 1.70 | | | 1.93 | | | 2.09 | | | 2.15 | | | 1.48 | | | 1.40 | | | 1.68 | | | 2.27 | | | [removed: 5.3] [added: 2.53] | [added: | | 5.9 |] % |

| Diluted EPS | $ | [removed: 1.33 | | |] 1.41 | | | 1.54 | | | 1.69 | | | 1.92 | | | 2.09 | | | 2.15 | | | 1.48 | | | 1.40 | | | 1.68 | | | 2.27 | | | [removed: 5.5] [added: 2.52] | [added: | | 6.0 |] % |

| Dividends Per Share | $ | [removed: 0.25 | | |] 0.27 | | | 0.29 | | | 0.32 | | | 0.35 | | | 0.39 | | | 0.46 | | | 0.47 | | | 0.48 | | | 0.49 | | | 0.54 | | | [removed: 8.0] [added: 0.64] | [added: | | 9.0 |] % |

| Total Assets | $ | [removed: 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 | | | 4,351,940 | | | [removed: 4,160,906] [added: 4,165,706] | | | [removed: 5.1] [added: 4,345,632] | [added: | | 5.3 |] % |

| Shareholders' Equity | $ | [removed: 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 | | | 2,302,649 | | | 2,139,135 | | | [removed: 4.2] [added: 2,201,492] | [added: | | 2.9 |] % |

| Return on Average Equity (1) | [removed: 17.3 | | % | |] 15.8 | [added: |] % | | 15.0 | % | | 14.7 | % | | 15.4 | % | | 15.7 | % | | 15.2 | % | | 9.8 | % | | 8.8 | % | | 10.2 | % | | 13.4 | % | | [added: 14.5] | [added: %] | [added: | | |]

| Long-Term Debt | $ | [removed: 703,250 | | |] 534,763 | | | 473,685 | | | 465,291 | | | 794,454 | | | 877,074 | | | 942,736 | | | 786,058 | | | 785,444 | | | 1,284,790 | | | 1,059,166 | | | [added: 1,300,979] | | [added: | | |]

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010][added: 2011]

| [Management's Report on Internal Control over Financial [removed: Reporting](#s7E77E6E1151671B5E17AD99EA85D9C01)] [added: Reporting](#s5947533F4AE7B6E9A18D7CEDD23970E3)] | [removed: [28](#s7E77E6E1151671B5E17AD99EA85D9C01)] [added: [27](#s5947533F4AE7B6E9A18D7CEDD23970E3)] |

| [Reports of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#s815C1C50E37AAC408C88D99EA87F33C1)] [added: Firm](#sE37E70780D63484FFC717CEDD25844EF)] | [removed: [29](#s815C1C50E37AAC408C88D99EA87F33C1)] [added: [28](#sE37E70780D63484FFC717CEDD25844EF)] |

| [Consolidated Statements of [removed: Income](#s6735F9EAA56CF5743F8ED99EA3F6A8FD)] [added: Income](#sB558E5D4EB71F59512167CEDBAF89DB2)] | [removed: [31](#s6735F9EAA56CF5743F8ED99EA3F6A8FD)] [added: [30](#sB558E5D4EB71F59512167CEDBAF89DB2)] |

| [Consolidated Balance [removed: Sheets](#s746878FE5C05574C00B2D99EA42906F7)] [added: Sheets](#s2F603D883DDBE5A803AA7CEDBB0757D4)] | [removed: [32](#s746878FE5C05574C00B2D99EA42906F7)] [added: [32](#s2F603D883DDBE5A803AA7CEDBB0757D4)] |

| [Consolidated Statements of Shareholders' [removed: Equity](#sD146811F63E0D46588DAD99EA41816E1)] [added: Equity](#s3F00B78A017EA15B7B6E7CEDBAF82BC8)] | [removed: [33](#sD146811F63E0D46588DAD99EA41816E1)] [added: [33](#s3F00B78A017EA15B7B6E7CEDBAF82BC8)] |

| [Consolidated Statements of Cash [removed: Flows](#s9FE4B8012928E97573B7D99EA3F461C4)] [added: Flows](#sEA82EF0A66291F4D28267CEDBB36ECC2)] | [removed: [34](#s9FE4B8012928E97573B7D99EA3F461C4)] [added: [34](#sEA82EF0A66291F4D28267CEDBB36ECC2)] |

| [Notes to Consolidated Financial [removed: Statements](#s5310180FB974FC21EE0DD99EA9AAD022)] [added: Statements](#s6EFE514D830C0AE150EC7CEDD38123F1)] | [removed: [35](#s5310180FB974FC21EE0DD99EA9AAD022)] [added: [35](#s6EFE514D830C0AE150EC7CEDD38123F1)] |

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: 2012.][added: 2013.]

Management based its assessment on criteria established in Internal Control — Integrated Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2012,] [added: 2013,] 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.

The Board of Directors and Shareholders of Cintas [removed: Corporation:][added: Corporation]

We have audited Cintas Corporation's internal control over financial reporting as of May 31, [removed: 2012,] [added: 2013,] based on criteria established in Internal [removed: Control — Integrated] [added: Control-Integrated] Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

Our responsibility is to express an opinion on the [removed: effectiveness of the] company's internal control over financial reporting based on our audit.

In our opinion, Cintas Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2012,] [added: 2013,] 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: 2012] [added: 2013] and [removed: 2011] [added: 2012] and the related consolidated statements of income, [added: comprehensive income,] shareholders' equity and cash flows for each of the three years in the period ended May 31, [removed: 2012, of Cintas Corporation,] [added: 2013] and our report dated July 30, [removed: 2012] [added: 2013] expressed an unqualified opinion thereon.

The Board of Directors and Shareholders of Cintas [removed: Corporation:][added: Corporation]

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and the related consolidated statements of income, [added: comprehensive income,] shareholders' equity and cash flows for each of the three years in the period ended May 31, [removed: 2012.][added: 2013.]

Our audits also included the consolidated financial statement schedule listed in the Index at Item [removed: 15(a).][added: 15(a)(2).]

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: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, [removed: 2012,] [added: 2013,] in conformity with U.S. generally accepted accounting principles.

Also, in our opinion, the related financial statement schedule, when considered in relation to the basic [added: consolidated] financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

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: 2012,] [added: 2013,] based on criteria established in Internal [removed: Control — Integrated] [added: Control-Integrated] Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 30, [removed: 2012] [added: 2013] expressed an unqualified opinion thereon.

| (In thousands except per share data) | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Rental uniforms and ancillary products | $ | [removed: 2,912,261] [added: 3,044,587] | | | $ | [removed: 2,692,248] [added: 2,912,261] | | | $ | [removed: 2,569,357] [added: 2,692,248] | |

| Other services | [removed: 1,189,739] [added: 1,271,884] | | | | [removed: 1,118,136] [added: 1,189,739] | | | | [removed: 977,982] [added: 1,118,136] | | |

| | [removed: 4,102,000] [added: 4,316,471] | | | | [removed: 3,810,384] [added: 4,102,000] | | | | [removed: 3,547,339] [added: 3,810,384] | | |

| Cost of rental uniforms and ancillary products | [removed: 1,648,551] [added: 1,756,297] | | | | [removed: 1,530,456] [added: 1,648,551] | | | | [removed: 1,449,576] [added: 1,530,456] | | |

| Cost of other services | [removed: 714,841] [added: 773,107] | | | | [removed: 670,641] [added: 714,841] | | | | [removed: 599,946] [added: 670,641] | | |

| Selling and administrative expenses | [removed: 1,198,981] [added: 1,221,856] | | | | [removed: 1,168,944] [added: 1,198,981] | | | | [removed: 1,086,359] [added: 1,168,944] | | |

| Operating income | [removed: 539,627] [added: 565,211] | | | | [removed: 440,343] [added: 539,627] | | | | [removed: 390,809] [added: 440,343] | | |

| Interest income | [removed: (1,942] [added: (409] | | ) | | [removed: (2,030] [added: (1,942] | | ) | | [removed: (1,695] [added: (2,030] | | ) |

| Interest expense | [removed: 70,625] [added: 65,712] | | | | [removed: 49,704] [added: 70,625] | | | | [removed: 48,612] [added: 49,704] | | |

| Income before income taxes | [removed: 470,944] [added: 499,908] | | | | [removed: 392,669] [added: 470,944] | | | | [removed: 343,892] [added: 392,669] | | |

| Income taxes | [removed: 173,307] [added: 184,466] | | | | [removed: 145,680] [added: 173,307] | | | | [removed: 128,272] [added: 145,680] | | |

| Net income | $ | [removed: 297,637] [added: 315,442] | | | $ | [removed: 246,989] [added: 297,637] | | | $ | [removed: 215,620] [added: 246,989] | |

| Basic earnings per share | $ | [removed: 2.27] [added: 2.53] | | | $ | [removed: 1.68] [added: 2.27] | | | $ | [removed: 1.40] [added: 1.68] | |

| Diluted earnings per share | $ | [removed: 2.27] [added: 2.52] | | | $ | [removed: 1.68] [added: 2.27] | | | $ | [removed: 1.40] [added: 1.68] | |

| Dividends declared and paid per share | $ | [removed: 0.54] [added: 0.64] | | | $ | [removed: 0.49] [added: 0.54] | | | $ | [removed: 0.48] [added: 0.49] | |

| (In thousands except [added: per] share data) | [added: 2013 | | | |] 2012 | | | | 2011 | | |

| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 339,825 | | | [removed: $] | 438,106 | | [added: | | 411,281 | | |]

| [Consolidated Statements of Comprehensive Income](#sb9846edbf48943649705510f7aa8b60b) | [31](#sb9846edbf48943649705510f7aa8b60b) |

July 30, 2013

July 30, 2013

| Consolidated Statements of Comprehensive Income | | | | | | | | | | | |

| Other(3) | 768 | | | | (575 | | ) | | 656 | | |

| Other comprehensive income (loss) | 1,460 | | | | (22,144 | | ) | | 22,674 | | |

| Comprehensive income | $ | 316,902 | | | $ | 275,493 | | | $ | 269,663 | |

(1) Net of less than $0.1 million, $3.1 million and $3.8 million of tax expense for the fiscal years ended May 31, 2013, 2012 and 2011, respectively.

(2) Net of less than $0.1 million of tax benefit for each of the fiscal years ended May 31, 2013, 2012 and 2011, respectively.

(3) Net of $0.3 million of tax benefit, $0.2 million of tax expense and $0.2 million of tax benefit for the fiscal years ended May 31, 2013, 2012 and 2011, respectively.

| Cash and cash equivalents | $ | 352,273 | | | $ | 339,825 | |

| Prepaid expenses | 24,530 | | | | 21,222 | | |

| Total current assets | 1,624,826 | | | | 1,538,086 | | |

| | $ | 4,345,632 | | | $ | 4,165,706 | |

| Accrued liabilities | 271,821 | | | | 261,442 | | |

| Total current liabilities | 556,256 | | | | 675,691 | | |

| 2013: 174,786,010 shares issued and 122,281,507 shares outstanding | | | | | | | |

| 2013: 52,504,503 shares | | | | | | | |

| | $ | 4,345,632 | | | $ | 4,165,706 | |

| Comprehensive loss, net of tax | — | | | — | | | | — | | | | — | | | | (22,144 | | ) | | — | | | — | | | | (22,144 | | ) |

| Net income | — | | | — | | | | — | | | | 315,442 | | | | — | | | | — | | | — | | | | 315,442 | | |

| Dividends | — | | | — | | | | — | | | | (79,744 | | ) | | — | | | | — | | | — | | | | (79,744 | | ) |

| Stock options exercised, net of shares surrendered | 430 | | | 14,807 | | | | — | | | | — | | | | — | | | | — | | | — | | | | 14,807 | | |

| Other | — | | | — | | | | 2,763 | | | | — | | | | — | | | | — | | | — | | | | 2,763 | | |

| Balance at May 31, 2013 | 174,786 | | | $ | 186,332 | | | $ | 109,822 | | | $ | 3,717,771 | | | $ | 38,123 | | | (52,505 | ) | | $ | (1,850,556 | ) | | $ | 2,201,492 | |

| | Fiscal Years Ended May 31, | | | | | | | | | | |

| Amortization of intangible assets | 23,713 | | | | 38,334 | | | | 42,581 | | |

See accompanying notes.

At May 31, 2013, cash and cash equivalents includes $28.5 million of restricted cash used as collateral associated with the general insurance program.

The allowance is an estimate based on historical

Cintas applies a commonly accepted practice of using inventory turns to apply variances between actual and standard costs to the inventory balances.

The judgments and estimates used to calculate inventory turns will have an impact on the valuation of inventories at the lower of cost or market.

| | $ | 240,440 | | | $ | 251,205 | |

Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment.

Certain noncompete agreements, as

well as all service contracts, require that a valuation be determined using a discounted cash flow model.

The assumptions and judgments used in these models involve estimates of cash flows and discount rates, among other factors.

Because of the assumptions used to value these intangible assets, actual results over time could vary from original estimates.

Impairment of service contracts and other assets is accomplished through specific identification.

No impairment has been recognized by Cintas for the fiscal years ended May 31, 2013, 2012 or 2011.

July 30, 2012

July 30, 2012

| Legal settlements, net of insurance proceeds | — | | | | — | | | | 23,529 | | |

| Restructuring credits | — | | | | — | | | | (2,880 | | ) |

| Prepaid expenses and other | 24,704 | | | | 23,481 | | |

| Total current assets | 1,541,568 | | | | 1,700,777 | | |

| Property and equipment, at cost, net | 944,305 | | | | 946,218 | | |

| | $ | 4,160,906 | | | $ | 4,351,940 | |

| Accrued liabilities | 256,642 | | | | 242,691 | | |

| Total current liabilities | 670,891 | | | | 434,139 | | |

| 2011: 173,346,180 shares issued and 137,583,884 shares outstanding | 148,255 | | | | 135,401 | | |

| 2011: 35,762,296 shares | (1,634,875 | | ) | | (1,242,547 | | ) |

| | $ | 4,160,906 | | | $ | 4,351,940 | |

| Balance at June 1, 2009 | 173,086 | | | $ | 129,215 | | | $ | 72,364 | | | $ | 2,938,419 | | | $ | 25,299 | | | (20,296 | ) | | $ | (797,888 | ) | | $ | 2,367,409 | |

| Net income | — | | | — | | | | — | | | | 215,620 | | | | — | | | | — | | | — | | | | 215,620 | | |

| Dividends | — | | | — | | | | — | | | | (73,960 | | ) | | — | | | | — | | | — | | | | (73,960 | | ) |

| Other | — | | | — | | | | (254 | | ) | | — | | | | 287 | | | | — | | | — | | | | 33 | | |

| Amortization of deferred charges | 38,334 | | | | 42,581 | | | | 41,082 | | |

| Cash and cash equivalents at beginning of year | 438,106 | | | | 411,281 | | | | 129,745 | | |

Restructuring charges.

During fiscal 2009, Cintas management initiated certain restructuring activities to eliminate excess capacity and reduce its cost structure.

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.

| | $ | 251,205 | | | $ | 249,658 | |

| Other | 79,851 | | | | 94,862 | | |

| | $ | 256,642 | | | $ | 242,691 | |

In June 2011, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of other comprehensive income.

The new guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders' equity and requires an entity to present either one continuous statement of net income and other comprehensive income or two separate, but consecutive, statements.

In September 2011, the FASB issued new guidance with respect to the annual goodwill impairment test, which adds a qualitative assessment that allows companies to determine whether they need to perform the two-step impairment test.

The objective of the guidance is to simplify how companies test goodwill for impairment and, more specifically, to reduce the cost and complexity of performing the goodwill impairment test.

The guidance may change how the goodwill impairment test is performed, but should not change the timing or measurement of goodwill impairments.

The qualitative screen is effective for companies with fiscal years beginning after December 15, 2011.

Early adoption is permitted for all companies.

Cintas will consider the new guidance in performing its annual goodwill impairment test; however, it was not early adopted in fiscal 2012.

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

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

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

| Current accrued liabilities | $ | — | | | $ | 869 | | | $ | — | | | $ | 869 | |

| Total liabilities at fair value | $ | — | | | $ | 869 | | | $ | — | | | $ | 869 | |

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).

Current accrued liabilities as of May 31, 2011, included foreign currency average rate options and forward contracts.

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 Exchange Act) as of May 31, [removed: 2012.][added: 2013.]

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: 2012,] [added: 2013,] 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 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: 2012,] [added: 2013,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.

The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2012] [added: 2013] 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 following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2012.][added: 2013.]

(1) Excludes [removed: 1,888,996] [added: 2,015,023] unvested restricted stock units.

| Equity compensation plans approved by shareholders | 7,885,638 | | | $ | 37.60 | | | 6,148,994 | |

| Total | 7,885,638 | | | $ | 37.60 | | | 6,148,994 | |

| Equity compensation plans approved by shareholders | 7,609,117 | | | $ | 36.04 | | | 8,171,124 | |

| Total | 7,609,117 | | | $ | 36.04 | | | 8,171,124 | |

| | | | For each of the three years in the period ended May 31, [removed: 2012.] [added: 2013.] |

| 10.18 | | [added: *] | Amendment No. 1 to 2005 Equity Compensation Plan [added: (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.)] |

DATE SIGNED: July 30, [removed: 2012][added: 2013]

| /s/ | Robert J. Kohlhepp Robert J. Kohlhepp | | Chairman of the Board of Directors | | July 30, [removed: 2012] [added: 2013] |

| /s/ | Scott D. Farmer Scott D. Farmer | | Chief Executive Officer and Director (Principal Executive Officer) | | July 30, [removed: 2012] [added: 2013] |

| /s/ | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July 30, [removed: 2012] [added: 2013] |

| /s/ | John F. Barrett John F. Barrett | | Director | | July 30, [removed: 2012] [added: 2013] |

| /s/ | James J. Johnson James J. Johnson | | Director | | July 30, [removed: 2012] [added: 2013] |

| /s/ | William C. Gale William C. Gale | | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July 30, [removed: 2012] [added: 2013] |

| 10.18 | | [added: *] | Amendment No. 1 to 2005 Equity Compensation Plan [added: (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.)] |

| 10.19 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.) |

| 10.20 | | * | Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| 10.21 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| May 31, 2013 | $ | 17,017 | | | $ | 2,804 | | | $ | 202 | | | $ | 4,168 | | | $ | 15,855 | |

| May 31, 2013 | $ | 29,376 | | | $ | 4,041 | | | $ | (2,223 | ) | | $ | 1,707 | | | $ | 29,487 | |

| 10.19 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.) |

| 10.20 | | * | Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| 10.21 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| | | | |

| | | | |

| | | | |

| | | | |

| 10.19 | | | Form of Restricted Stock Agreement |

| | | | | | |

| /s/ | David C. Phillips David C. Phillips | | Director | | July 30, 2012 |

| May 31, 2010 | $ | 19,532 | | | $ | 1,060 | | | $ | (167 | ) | | $ | 6,128 | | | $ | 14,297 | |

| May 31, 2010 | $ | 48,353 | | | $ | (7,979 | ) | | $ | (130 | ) | | $ | 7,778 | | | $ | 32,466 | |

| 10.19 | | | Form of Restricted Stock Agreement |