Cintas (CTAS) 10-K risk factor changes: FY2014 vs FY2013

Factors that might cause such a difference include, but are not limited to, the [added: Shred-it partnership's ability to promptly and effectively integrate the Cintas document shredding business with Shred-it's document shredding business, the Shred-it partnership's ability to realize any synergies from the combination of the Cintas document shredding business with Shred-it's document shredding business, the ability to successfully explore strategic opportunities for the Cintas global document storage and imaging business, 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 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 [removed: laws and] [added: laws,] the reactions of competitors in terms of price and service and the ultimate impact of the Affordable Care Act.

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, labor shortages or shortages of skilled labor, higher material costs for items such as fabrics and textiles, [removed: lower recycled paper prices,] 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 [added: other similar factors.]

In fiscal years [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

We have incurred, and will continue to incur, capital and operating expenditures and other costs [added: in the ordinary course of our business in complying with the USDOT, OSHA and other laws and regulations to which we are subject.]

Legal Proceedings" and in Note [removed: 12] [added: 13] 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 consolidated financial condition and consolidated results of operations.

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

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

that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data.

We may encounter difficulties with the newly-formed partnership with Shred-it and could fail to fully realize the anticipated benefits of the transaction.

On March 19, 2014, we announced the contribution of our shredding business to the newly created partnership with Shred-it.

The transaction closed on April 30, 2014.

Partnerships involve risks, including difficulties in the combination of operations, services, and personnel, and may divert management’s attention from business operations.

The inability of the partnership to successfully combine the businesses in a manner that permits the entity to achieve the full revenue and cost synergies anticipated as result of the transaction could adversely impact the value of our investment.

The loss of revenue due to the creation of the partnership may have a dilutive impact that we may be unable to offset.

We may also incur unexpected costs, including post-closing impairment charges, litigation, and other liabilities.

As a minority partner in the partnership, our ability to influence our partner may be limited, and non-alignment of interests on various strategic decisions in the partnership may adversely impact our business.

For example, our partner may: (i) have economic or business interests or goals that are inconsistent with ours; (ii) take actions contrary to our policies or objectives; (iii) undergo a change of control; (iv) experience financial and other difficulties; or (v) be unable or unwilling to fulfill its obligations under the agreements governing the partnership, which may affect our financial condition or results of operations.

We may not be successful in managing the risks that we encounter in the creation of the partnership and these risks could materially and adversely affect our financial conditions and results of operations.

other similar factors.

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

Our Document Management Services business includes both document destruction and document retention services.

We also broaden our customer base through geographic expansion, especially in our [removed: emerging businesses of] first aid and [removed: safety,] [added: safety and] fire protection [removed: and document management.][added: businesses.]

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

The Document Management Services operating segment consists of document [removed: destruction,] [added: destruction (through April 30, 2014 as previously discussed),] document imaging and document retention services.

| | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | |

| Rental Uniforms and Ancillary Products | [removed: 70.5] [added: 70.8] | % | | [removed: 71.0] [added: 70.5] | % | | [removed: 70.7] [added: 71.0] | % |

| Uniform Direct Sales | [removed: 10.7] [added: 10.0] | % | | [removed: 10.6] [added: 10.7] | % | | [removed: 11.0] [added: 10.6] | % |

| First Aid, Safety and Fire Protection Services | [removed: 10.7] [added: 11.3] | % | | [removed: 10.1] [added: 10.7] | % | | [removed: 9.9] [added: 10.1] | % |

| Document Management Services | [removed: 8.1] [added: 7.9] | % | | [removed: 8.3] [added: 8.1] | % | | [removed: 8.4] [added: 8.3] | % |

| Rental Uniforms and Ancillary Products | [removed: 57.7] [added: 56.7] | % | | [removed: 56.6] [added: 57.7] | % | | [removed: 56.8] [added: 56.6] | % |

| Uniform Direct Sales | [removed: 70.7] [added: 71.5] | % | | [removed: 70.1] [added: 70.7] | % | | [removed: 69.8] [added: 70.1] | % |

| First Aid, Safety and Fire Protection Services | [removed: 56.7] [added: 56.2] | % | | [removed: 57.1] [added: 56.7] | % | | [removed: 58.7] [added: 57.1] | % |

| Document Management Services | [removed: 53.0] [added: 54.0] | % | | [removed: 50.9] [added: 53.0] | % | | [removed: 48.7] [added: 50.9] | % |

| Total cost of sales | [removed: 58.6] [added: 57.9] | % | | [removed: 57.6] [added: 58.6] | % | | [removed: 57.8] [added: 57.6] | % |

| Rental Uniforms and Ancillary Products | [removed: 42.3] [added: 43.3] | % | | [removed: 43.4] [added: 42.3] | % | | [removed: 43.2] [added: 43.4] | % |

| Uniform Direct Sales | [removed: 29.3] [added: 28.5] | % | | [removed: 29.9] [added: 29.3] | % | | [removed: 30.2] [added: 29.9] | % |

| First Aid, Safety and Fire Protection Services | [removed: 43.3] [added: 43.8] | % | | [removed: 42.9] [added: 43.3] | % | | [removed: 41.3] [added: 42.9] | % |

| Document Management Services | [removed: 47.0] [added: 46.0] | % | | [removed: 49.1] [added: 47.0] | % | | [removed: 51.3] [added: 49.1] | % |

| Total gross margin | [removed: 41.4] [added: 42.1] | % | | [removed: 42.4] [added: 41.4] | % | | [removed: 42.2] [added: 42.4] | % |

| [removed: Selling] [added: Total selling] and administrative expenses | [removed: 28.3] [added: 28.6] | % | | [removed: 29.2] [added: 28.3] | % | | [removed: 30.7] [added: 29.2] | % |

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

| Income before income taxes | [removed: 11.6] [added: 13.4] | % | | [removed: 11.5] [added: 11.6] | % | | [removed: 10.3] [added: 11.5] | % |

[removed: This organic] [added: The cost of rental uniforms and ancillary products] increase [removed: in the] [added: compared to fiscal 2013 was due to increased] Rental Uniforms and Ancillary Products operating segment [removed: revenue was primarily due to improvements in] sales [removed: representative productivity.][added: volume.]

Cintas' effective tax rate of 36.9% in fiscal 2013 was consistent to the fiscal 2012 effective tax rate of 36.8% (also see Note [removed: 7] [added: 8] entitled Income Taxes of "Notes to Consolidated Financial Statements" for more information on income taxes).

[added: This increase] in income before income taxes was primarily due to the increase in First Aid, Safety and Fire Protection Services operating segment revenue.

This increase [removed: is] [added: was] primarily due to an increase in labor and other employee-partner related expenses.

Fiscal [removed: 2012] [added: 2014] total revenue was [removed: $4.1] [added: $4.6] billion, an increase of [removed: 7.7%] [added: 5.5%] compared to fiscal [removed: 2011.][added: 2013.]

The increase primarily resulted from an organic growth increase of [removed: 6.1%.][added: 5.9%.]

Revenue in fiscal [removed: 2012] [added: 2014] was [removed: also positively] [added: negatively] impacted by 0.4% due to one [removed: more] [added: less] workday compared to fiscal [removed: 2011.][added: 2013.]

[removed: The remaining 1.2% increase represents] [added: Revenue decreased 0.1% due to the deconsolidation of the shredding business as a result of the shredding transaction, net of] 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: Uniform Rentals and Ancillary Products] [added: Document Management Services] operating segment during [removed: the year.][added: fiscal 2014.]

| First Quarter Ending August 31, [removed: 2011] [added: 2013] | [removed: 7.6] [added: 7.1] | % |

| Second Quarter Ending November 30, [removed: 2011] [added: 2013] | [removed: 7.0] [added: 7.1] | % |

| Third Quarter Ending February [removed: 29, 2012] [added: 28, 2014] | [removed: 5.9] [added: 3.1] | % |

| Fourth Quarter Ending May 31, [removed: 2012] [added: 2014] | [removed: 4.0] [added: 6.2] | % |

| For the Fiscal Year Ending May 31, [removed: 2012] [added: 2014] | [removed: 6.1] [added: 5.9] | % |

Revenue from the Rental Uniforms and Ancillary Products operating segment increased [removed: 8.2%] [added: 5.9%] compared to fiscal [removed: 2011.][added: 2013.]

The increase [removed: primarily] resulted from an organic growth increase in revenue of [removed: 6.7%.][added: 6.3%.]

Generally, sales productivity improvements are the result of increased tenure and improved training, which result in a higher number of [removed: accounts] [added: products and services] sold.

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 [removed: 6.4%] [added: 4.4%] compared to fiscal [added: 2013.]

The increase primarily resulted from an organic growth increase of [removed: 4.6%,] [added: 4.9%,] which was due [added: largely] to improved sales representative productivity [removed: and improved account retention, slightly] [added: partially] offset by a decrease in the average selling price of recycled paper.

The [removed: remaining 1.4% represents growth derived through] acquisitions in [removed: our Document Management Services operating segment] [added: fiscal 2014] and [added: 2013 occurred in] our First Aid, Safety and Fire Protection Services [added: and Document Management Services] operating [removed: segment during fiscal 2012.][added: segments.]

| Rental Uniforms and Ancillary Products | 27.5 | % | | 27.4 | % | | 28.6 | % |

| Uniform Direct Sales | 18.3 | % | | 17.7 | % | | 18.6 | % |

| First Aid, Safety and Fire Protection Services | 34.3 | % | | 33.9 | % | | 34.5 | % |

| Document Management Services | 43.5 | % | | 42.5 | % | | 41.4 | % |

| Gain on deconsolidation of Shredding, net of impairment charges and other transaction costs | 1.3 | % | | — | % | | — | % |

| | | | | | | | | |

| | | | | | | | | |

Fiscal 2014 Compared to Fiscal 2013

On April 30, 2014, Cintas completed its partnership transaction with the shareholders of Shred-it International Inc. ("Shred-it") to combine Cintas’ document destruction business with Shred-it’s document destruction business (the "shredding transaction").

Under the agreement, Cintas and Shred-it each contributed its document destruction ("shredding") business to a newly formed partnership.

Please see Note 9 entitled Acquisitions and Deconsolidation of "Notes to Consolidated Financial Statements" for additional information on the transaction.

Organic growth excludes the impact of acquisitions and disposals and adjusts

for the appropriate number of workdays.

The amount of new business grew, resulting from an increase in the number and productivity of sales representatives.

Additionally, in fiscal 2013, the Company had some very large national account program sales that by their nature did not repeat in fiscal 2014.

Revenue in fiscal 2014 was negatively impacted by 0.4% due to one less workday compared to fiscal 2013.

As a result of the shredding transaction, the Company recorded in fiscal 2014 an asset impairment charge of $16.1 million and other transaction costs of $28.5 million.

The impairment charge was related to the abandonment of information systems assets that were not contributed to the partnership and cannot be used by the Company for other purposes.

The other transaction costs consisted of the following: $4.7 million of professional and legal fees; $0.7 million of employee termination benefit costs; $12.4 million of stock compensation expense resulting from the immediate vesting of Cintas stock options and awards of employees contributed to the partnership; a $4.2 million charge for information systems contracts for which no future economic benefit exists; and $6.5 million of incremental profit sharing and employee compensation resulting from the gain net of the impairment charge and other transaction costs.

Operating income of $567.0 million in fiscal 2014 increased $1.8 million, or 0.3%, compared to fiscal 2013.

Fiscal 2014 operating income was negatively impacted by $44.6 million due to the asset impairment charge and other shredding transaction costs previously described.

In the fourth quarter of fiscal 2014, the Company realized a $106.4 million gain on the deconsolidation of the document destruction business as a result of the shredding transaction.

The gain was computed as follows: the fair value of consideration received of $180.0 million plus the fair value of Cintas' retained non-controlling interest in the partnership of $339.4 million less the carrying amount of the document destruction business of $413.0 million.

Income before income taxes was positively impacted by $61.8 million due to the Shredding transaction.

The remaining $46.2 million of increased income before income taxes was due to revenue growing at a faster rate than expenses.

The impact of the shredding transaction increased Cintas' effective tax rate in fiscal 2014 from 37.2% to 38.4% compared to an effective tax rate of 36.9% in fiscal 2013.

See Note 8 entitled Income Taxes of "Notes to Consolidated Financial Statements" for more information.

Revenue in fiscal 2014 was negatively impacted by 0.4% due to one less workday compared to fiscal 2013.

The increase in gross margin as a percent of revenue over fiscal 2013 was due to route efficiencies and increased revenue covering fixed costs including our plant infrastructure.

Selling and administrative expense as a percent of revenue for fiscal 2014 was 27.5% compared to 27.4% in fiscal 2013.

The fiscal 2013 percentage was positively impacted by approximately 20 basis points from a gain on sale of stock of an equity method investment.

Income before income taxes increased $54.0 million to $507.1 million for fiscal 2014 compared to fiscal 2013.

Income before income taxes as a percent of revenue, at 15.7%, increased 80 basis points from 14.9% in fiscal 2013.

Revenue in fiscal 2014 was negatively impacted by 0.4% due to one less workday compared to fiscal 2013.

In fiscal 2013, the Company had some very large national account program sales that by their nature did not repeat in fiscal 2014.

The fiscal 2013 activity included the largest customer program roll-out in Cintas history.

The fiscal 2013 gross margin benefited significantly from the revenue from our all-time largest customer program roll-out.

Selling and administrative expenses increased $1.6 million, or 1.9%, in fiscal 2014 compared to fiscal 2013 primarily due to increases in labor and other employee-partner related expenses.

Selling and administrative expenses as a percent of revenue, at 18.3%, increased from 17.7% in fiscal 2013 mainly due to lower revenue.

Income before income taxes was $46.7 million in fiscal 2014, a decrease of $6.5 million, or 12.3%, compared to fiscal 2013.

In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment.

| Interest income | — | % | | — | % | | \-0.1 | % |

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

This increase

This operating segment derives a portion of its revenue from the sale of shredded paper to paper recyclers.

This decrease resulted in lower recycled paper revenue.

Fiscal 2012 Compared to Fiscal 2011

The remaining 1.1% increase represents growth derived through acquisitions in our Rental Uniforms and Ancillary Products operating segment.

2011.

However, selling and administrative expenses as a percent of revenue, at 29.2%, decreased from 30.7% in fiscal 2011 due to improvements in sales representative productivity and cost control initiatives.

Operating income of $539.6 million in fiscal 2012 increased $99.3 million, or 22.5%, compared to fiscal 2011.

This increase was primarily due to increased revenue in fiscal 2012 and improved capacity utilization.

This increase was due to the increased interest cost associated with the issuance of $500.0 million aggregate principal amount of senior notes in the fourth quarter of fiscal 2011.

This change reflects the increase in operating income offset by the increase in net interest expense described above.

Cintas' effective tax rate was 36.8% for fiscal 2012 as compared to 37.1% and 37.3% for fiscal 2011 and 2010, respectively.

The decrease in the effective tax rate from fiscal 2011 to fiscal 2012 was primarily the result of positive audit resolutions (also see Note 7 entitled Income Taxes of "Notes to Consolidated Financial Statements" for more information on income taxes).

This increase was primarily due to revenue increasing at a faster rate of 7.7% compared to a 5.7% increase in operating expenses.

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue increased $220.0 million, or 8.2%, and the cost of rental uniforms and ancillary products increased $118.1 million, or 7.7%.

The increase in gross margin as a percent of revenue over fiscal 2011 was due to an increase in revenue as a result of improvements in sales representative productivity and improved capacity utilization.

This decrease as a percent of revenue was primarily due to cost control initiatives and higher Rental Uniforms and Ancillary Products operating segment revenue from greater sales representative productivity in fiscal 2012 compared to fiscal 2011.

Income before income taxes increased $89.9 million to $429.5 million for the Rental Uniforms and Ancillary Products operating segment for fiscal 2012 compared to fiscal 2011.

This decrease in gross margin as a percent of revenue over fiscal 2011 was due to increased garment material costs due to higher cotton prices, higher freight costs on shipments from our distribution centers and higher energy-related costs associated with our rental catalog service.

Selling and administrative expenses as a percent of revenue, at 18.6%, decreased slightly from 18.7% in fiscal 2011.

This decrease in income before income taxes is primarily due to cost of uniform direct sales increasing at a greater rate than revenue based on the factors noted above.

This increase primarily resulted from an organic growth increase of 8.4% due to improvements in sales representative productivity and improved customer retention.

The remaining 1.3% represents growth derived through acquisitions.

This increase is due to an increase in revenue for the reasons noted above and improved capacity utilization from the higher revenue levels.

However, selling and administrative expenses as a percent of revenue, at 34.5%, decreased from 35.6% in fiscal 2011.

Revenue grew at a faster rate than selling and administrative expenses due to improvements in sales representative productivity and cost control initiatives.

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 from the higher revenue levels.

This increase primarily resulted from an organic growth increase of 2.1%.

The remaining 3.3% increase represents growth derived mainly through acquisitions.

The average price from these paper sales decreased by approximately 6% in fiscal 2012 compared to fiscal 2011, due to decreases in recycled paper prices.

This decrease is due to a drop in recycled paper prices and an increase in energy-related costs in fiscal 2012 compared to fiscal 2011.

Selling and administrative expenses increased $7.0 million in fiscal 2012 over fiscal 2011.

However, these expenses as a percent of revenue, at 41.4%, decreased from 41.7% in fiscal 2011.

than the expenses due to cost control initiatives, lower bad debt expense and lower amortization expense related to acquisition related intangible assets.

Income before income taxes for the Document Management Services operating segment was $26.0 million, a decrease of $5.1 million compared to fiscal 2011.

This decrease is primarily a result of the increase in the cost of document management services and selling and administrative expenses, as discussed above.

The marketable securities at May 31, 2013, consist of United States municipal bonds.

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.1] [added: $0.2] million.

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

As a result, the loss of one account would not have a significant financial impact on [removed: Cintas.][added: Cintas.The following table sets forth Cintas' total revenue and the revenue derived from each operating segment:]

| Fiscal Year Ended May 31, (in thousands) | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Rental Uniforms and Ancillary Products | $ | [removed: 3,044,587] [added: 3,223,930] | | | $ | [removed: 2,912,261] [added: 3,044,587] | | | $ | [removed: 2,692,248] [added: 2,912,261] | |

| Uniform Direct Sales | [removed: 461,328] [added: 455,485] | | | | [removed: 433,994] [added: 461,328] | | | | [removed: 419,222] [added: 433,994] | | |

| First Aid, Safety and Fire Protection Services | [removed: 460,592] [added: 514,429] | | | | [removed: 415,703] [added: 460,592] | | | | [removed: 377,663] [added: 415,703] | | |

| Document Management Services [added: (1)] | [removed: 349,964] [added: 357,968] | | | | [removed: 340,042] [added: 349,964] | | | | [removed: 321,251] [added: 340,042] | | |

| Total Revenue [added: (1)] | $ | [removed: 4,316,471] [added: 4,551,812] | | | $ | [removed: 4,102,000] [added: 4,316,471] | | | $ | [removed: 3,810,384] [added: 4,102,000] | |

Additional information regarding each operating segment is also included in Note [removed: 13] [added: 15] entitled Operating Segment Information of "Notes to Consolidated Financial Statements."

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

In total, Cintas has approximately [removed: 8,200] [added: 7,800] local delivery routes, [removed: 446] [added: 391] operational facilities and eight distribution centers.

At May 31, [removed: 2013,] [added: 2014,] Cintas employed approximately [removed: 32,000] [added: 33,000] employees, of which approximately [removed: 210] [added: 200] were represented by labor unions.

Environmental spending related to water treatment and waste removal was approximately [removed: $19] [added: $21] million in fiscal [removed: 2013] [added: 2014] and approximately [removed: $20] [added: $19] million in fiscal [removed: 2012.][added: 2013.]

[removed: Capital] [added: There were no capital] expenditures to limit or monitor hazardous substances [removed: were approximately $2 million] in fiscal [removed: 2013] [added: 2014] and approximately [removed: $0.2] [added: $2] million in [added: capital expenditures in] fiscal [removed: 2012.][added: 2013.]

The public may obtain information on the operation of the [removed: Public Reference Room] [added: facilities] by calling the SEC at 1-800-SEC-0330.

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

On April 30, 2014, Cintas completed its partnership transaction with the shareholders of Shred-it International Inc. ("Shred-it") to combine Cintas’ document destruction ("shredding") business with Shred-it’s document destruction business.

Cintas' document destruction business represented approximately 76%, 80%, and 70% of Cintas' Document Management Services operating segment's assets, revenue, and income before income taxes, respectively, as of and for the most recent quarter ended February 28, 2014.

Under the agreement, Cintas and Shred-it each contributed its document destruction business to a newly formed partnership owned 42% by Cintas and 58% by the shareholders of Shred-it.

In addition to its 42% ownership of the partnership (named and operated under "Shred-it"), Cintas received $180.0 million in cash at the closing of the transaction.

The Company's equity interest in Shred-it is accounted for under the equity method of accounting as prescribed by U.S. generally accepted accounting principles.

Please see Note 1 entitled Significant Accounting Policies and Note 4 entitled Investments of "Notes to Consolidated Financial Statements" for additional information on equity method investments.

| | |

| --- | --- |

| (1) | Fiscal year 2014 includes only eleven months of shredding revenue. |

In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment.

The following table sets forth Cintas' total revenue and the revenue derived from each operating segment:

Financial Statements and Supplementary Data," in Note [removed: 12] [added: 13] 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.

| | For the Fiscal Year Ended May 31, [removed: 2013] [added: 2014] |

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November [removed: 30, 2012,] [added: 29, 2013,] was [removed: $5,106,600,519] [added: $6,649,843,722] based on a closing sale price of [removed: $41.44] [added: $55.50] per share.

As of June 30, [removed: 2013, 174,825,212] [added: 2014, 176,483,004] shares of the Registrant's Common Stock were issued and [removed: 122,320,408] [added: 116,403,688] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2013] [added: 2014] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

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10-K 1 ctas531201410k.htm 10-K

| [Part I](#s90D3BBD9D8D7201275347130BE48A8A5) | | |

| [Part II](#sD42321BDDB8544B0DBDB7130BF60967B) | | |

| [Part IV](#sAC52A47B141C1F3131247130D2713912) | | |

10-K 1 ctas531201310k.htm 10-K

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

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

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

Cintas occupies [removed: 446] [added: 391] facilities located in [removed: 303] [added: 295] cities.

Cintas leases [removed: 259] [added: 204] of these facilities for various terms ranging from monthly to the year 2032.

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

Cintas also operates first aid, safety and fire protection and document [removed: management] [added: imaging and retention] facilities and direct sales offices.

Cintas owns or leases approximately [removed: 13,700] [added: 13,500] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Branches | [removed: 107] [added: 110] | | |

| First Aid, Safety and Fire Protection Facilities | [removed: 58] [added: 64] | | |

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

Document [removed: management facilities] [added: Imaging] and [removed: rental processing] [added: Retention] facilities are used in the Document Management Services operating segment.

| Document Imaging and Retention Facilities | 25 | | |

| Total | 391 | | |

| Document Management Facilities | 88 | | |

| Total | 446 | | |

At May 31, [removed: 2013,] [added: 2014,] 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: $0.64] [added: $0.77] per share, [removed: $0.54] [added: $0.64] per share, and [removed: $0.49] [added: $0.54] per share in fiscal [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] respectively.

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

The companies in the [removed: 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 [removed: May 31, 2013,] [added: April 28, 2014,] Cintas [removed: has] purchased a total of [removed: 8.4] [added: 11.7] million shares of Cintas stock at an average price of [removed: $40.23] [added: $42.69] per share for a total purchase price of [removed: $337.5] [added: $500.0] million.

[removed: (2)] [added: (3)] During April [removed: 2013,] [added: 2014,] Cintas acquired [removed: 1,166] [added: 12,584] 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 [removed: $44.87] [added: $59.42] per share for a total purchase price of [removed: less than $0.1] [added: $0.3] million.

[removed: (3)] [added: (4)] During May [removed: 2013,] [added: 2014,] Cintas acquired [removed: 1,532] [added: 14,486] 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 [removed: $45.17] [added: $58.91] per share for a total purchase price of [removed: less than $0.1] [added: $0.7] million.

| Fiscal 2014 | | | | | | | |

| May 2014 | $ | 62.26 | | | $ | 55.65 | |

| February 2014 | 63.28 | | | | 53.83 | | |

| November 2013 | 57.99 | | | | 47.64 | | |

| August 2013 | 49.42 | | | | 44.55 | | |

| March 1 - 31, 2014 (2) | 4,411 | | | $ | 59.42 | | | — | | | $ | 504,736,132 | |

| April 1 - 30, 2014 (3) | 477,684 | | | 57.96 | | | | 465,100 | | | 477,790,737 | | |

| May 1 - 31, 2014 (4) | 2,972,086 | | | 59.95 | | | | 2,957,600 | | | 300,499,892 | | |

| Total | 3,454,181 | | | $ | 59.68 | | | 3,422,700 | | | $ | 300,499,892 | |

These purchases completed the October 18, 2011 share buyback program.

On July 30, 2013, Cintas announced that the Board of Directors approved an additional share buyback program of $500.0 million.

The July 30, 2013 buyback program does not have an expiration date.

Beginning in April 2014, under the July 30, 2013 program, through May 31, 2014, Cintas purchased a total of 3.3 million shares of Cintas stock at an average price of $59.72 per share for a total purchase price of $199.5 million.

(2) During March 2014, Cintas acquired 4,411 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 $62.11 per share for a total purchase price of $0.9 million.

| Fiscal 2012 | | | | | | | |

| May 2012 | $ | 40.61 | | | $ | 36.40 | |

| February 2012 | 39.34 | | | | 29.31 | | |

| November 2011 | 32.48 | | | | 26.39 | | |

| August 2011 | 34.54 | | | | 26.59 | | |

Prior to fiscal 2013, Cintas compared its common stock returns to the following publicly traded companies: G & K Services, Inc., UniFirst Corporation, ABM Industries and Ecolab, Inc. (Old Peer Group).

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).

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 | |

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

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

| Fiscal Years Ended May 31, | [removed: 2003 | | | | 2004 | | | 2005 | | | 2006 | | | 2007 | | | 2008 | | | 2009 | | |] 2010 | | | 2011 | | | 2012 | | | 2013 | | | [removed: 10-Year Compd] [added: 2014(1) | | | Compound Annual] Growth [added: (2010-2014)] | |

| Dividends Per Share | [removed: $ | 0.27 | | | 0.29 | | | 0.32 | | | 0.35 | | | 0.39 | | | 0.46 | | | 0.47 | | |] 0.48 | | | 0.49 | | | 0.54 | | | 0.64 | | | [removed: 9.0] [added: 0.77] | [added: | | 12.5 |] % |

| Shareholders' Equity | [removed: $ | 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 | | | 2,201,492 | | | [removed: 2.9] [added: 2,192,858] | [removed: %] | [added: | (3.6 | )% |]

| Return on Average Equity [removed: (1) | 15.8 | | % | | 15.0 | % | | 14.7 | % | | 15.4 | % | | 15.7 | % | | 15.2 | % | | 9.8 | % |] [added: (2)] | 8.8 | % | | 10.2 | % | | 13.4 | % | | 14.5 | % | | [added: 17.0] | [added: %] | [added: | | |]

| Long-Term Debt | [removed: $ | 534,763 | | | 473,685 | | | 465,291 | | | 794,454 | | | 877,074 | | | 942,736 | | | 786,058 | | |] 785,444 | | | 1,284,790 | | | 1,059,166 | | | 1,300,979 | | | [added: 1,300,477] | | [added: | | |]

| [removed: (1)] [added: (2)] | Return on average equity is computed as net income divided by the average of shareholders' equity. We believe that this calculation gives management and shareholders a good indication of Cintas' historical performance. |

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

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

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

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

| Revenue | 3,547,339 | | | 3,810,384 | | | 4,102,000 | | | 4,316,471 | | | 4,551,812 | | | 6.4 | % |

| Net Income | 215,620 | | | 246,989 | | | 297,637 | | | 315,442 | | | 374,442 | | | 14.8 | % |

| Basic EPS | 1.40 | | | 1.68 | | | 2.27 | | | 2.53 | | | 3.08 | | | 21.8 | % |

| Diluted EPS | 1.40 | | | 1.68 | | | 2.27 | | | 2.52 | | | 3.05 | | | 21.5 | % |

| Total Assets | 3,969,736 | | | 4,351,940 | | | 4,165,706 | | | 4,345,632 | | | 4,462,452 | | | 3.0 | % |

| (1) | On April 30, 2014, Cintas completed its previously announced partnership transaction with the shareholders of Shred-it to combine Cintas’ document destruction business with Shred-it’s document destruction business. Under the agreement, Cintas and Shred-it each contributed its document destruction business to a newly formed partnership owned 42% by Cintas and 58% by the shareholders of Shred-it. In addition to its 42% ownership of the partnership, Cintas received $180.0 million in cash at the closing of the transaction. The Company realized a $106.4 million gain on deconsolidation of the document destruction business. In addition, as a result of the transaction, the Company recorded an asset impairment charge of $16.1 million and other transaction costs of $28.5 million. Please see Note 9 entitled Acquisitions and Deconsolidation of "Notes to Consolidated Financial Statements" for additional information. |

| | |

| --- | --- |

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

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

| Revenue | $ | 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 | | | 4,316,471 | | | 4.9 | % |

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

| Basic EPS | $ | 1.43 | | | 1.55 | | | 1.70 | | | 1.93 | | | 2.09 | | | 2.15 | | | 1.48 | | | 1.40 | | | 1.68 | | | 2.27 | | | 2.53 | | | 5.9 | % |

| Diluted EPS | $ | 1.41 | | | 1.54 | | | 1.69 | | | 1.92 | | | 2.09 | | | 2.15 | | | 1.48 | | | 1.40 | | | 1.68 | | | 2.27 | | | 2.52 | | | 6.0 | % |

| Total Assets | $ | 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 | | | 4,165,706 | | | 4,345,632 | | | 5.3 | % |

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

| [Management's Report on Internal Control over Financial [removed: Reporting](#s5947533F4AE7B6E9A18D7CEDD23970E3)] [added: Reporting](#sCF205D1394BDA9211ED47130C0B461C6)] | [removed: [27](#s5947533F4AE7B6E9A18D7CEDD23970E3)] [added: [30](#sCF205D1394BDA9211ED47130C0B461C6)] |

| [Reports of [removed: Ernst & Young LLP,] Independent Registered Public Accounting [removed: Firm](#sE37E70780D63484FFC717CEDD25844EF)] [added: Firm](#s12958829CEC5A04D61C77130C0E69E99)] | [removed: [28](#sE37E70780D63484FFC717CEDD25844EF)] [added: [31](#s12958829CEC5A04D61C77130C0E69E99)] |

| [Consolidated Statements of [removed: Income](#sB558E5D4EB71F59512167CEDBAF89DB2)] [added: Income](#s84C986E3841B036267D07130A0DE0ED5)] | [removed: [30](#sB558E5D4EB71F59512167CEDBAF89DB2)] [added: [33](#s84C986E3841B036267D07130A0DE0ED5)] |

| [Consolidated Statements of Comprehensive [removed: Income](#sb9846edbf48943649705510f7aa8b60b)] [added: Income](#s30E7DA88AA540760A3BE7130A0F21964)] | [removed: [31](#sb9846edbf48943649705510f7aa8b60b)] [added: [34](#s30E7DA88AA540760A3BE7130A0F21964)] |

| [Consolidated Balance [removed: Sheets](#s2F603D883DDBE5A803AA7CEDBB0757D4)] [added: Sheets](#sCA402CF31256846033BF7130A11AC1E1)] | [removed: [32](#s2F603D883DDBE5A803AA7CEDBB0757D4)] [added: [35](#sCA402CF31256846033BF7130A11AC1E1)] |

| [Consolidated Statements of Shareholders' [removed: Equity](#s3F00B78A017EA15B7B6E7CEDBAF82BC8)] [added: Equity](#s128016A5A6011319ADFB7130A14CC56A)] | [removed: [33](#s3F00B78A017EA15B7B6E7CEDBAF82BC8)] [added: [36](#s128016A5A6011319ADFB7130A14CC56A)] |

| [Consolidated Statements of Cash [removed: Flows](#sEA82EF0A66291F4D28267CEDBB36ECC2)] [added: Flows](#sF1A65150FB234809EA207130A1D881DD)] | [removed: [34](#sEA82EF0A66291F4D28267CEDBB36ECC2)] [added: [37](#sF1A65150FB234809EA207130A1D881DD)] |

| [Notes to Consolidated Financial [removed: Statements](#s6EFE514D830C0AE150EC7CEDD38123F1)] [added: Statements](#s17F1F1EE8CBCEBE359A37130C2306B8F)] | [removed: [35](#s6EFE514D830C0AE150EC7CEDD38123F1)] [added: [38](#s17F1F1EE8CBCEBE359A37130C2306B8F)] |

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: 2013.][added: 2014.]

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2013,] [added: 2014,] 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.

We have audited Cintas [removed: Corporation's] [added: Corporation’s] internal control over financial reporting as of May 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal [removed: Control-Integrated] [added: Control - Integrated] Framework [removed: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission [added: (1992 framework)] (the COSO criteria).

In our opinion, Cintas Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2013,] [added: 2014,] 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: 2013] [added: 2014] and [removed: 2012] [added: 2013] and the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: shareholders’] equity and cash flows for each of the three years in the period ended May 31, [removed: 2013] [added: 2014] and our report dated July 30, [removed: 2013] [added: 2014] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended May 31, [removed: 2013.][added: 2014.]

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

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

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: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the consolidated results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended May 31, [removed: 2013,] [added: 2014,] 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 [removed: 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 [removed: Corporation's] [added: Corporation’s] internal control over financial reporting as of May 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal [removed: Control-Integrated] [added: Control - Integrated] Framework [removed: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission,] [added: Commission (1992 framework),] and our report dated July 30, [removed: 2013] [added: 2014] expressed an unqualified opinion thereon.

| (In thousands except per share data) | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Rental uniforms and ancillary products | $ | [removed: 3,044,587] [added: 3,223,930] | | | $ | [removed: 2,912,261] [added: 3,044,587] | | | $ | [removed: 2,692,248] [added: 2,912,261] | |

| Other services | [removed: 1,271,884] [added: 1,327,882] | | | | [removed: 1,189,739] [added: 1,271,884] | | | | [removed: 1,118,136] [added: 1,189,739] | | |

| | [removed: 4,316,471] [added: 4,551,812] | | | | [removed: 4,102,000] [added: 4,316,471] | | | | [removed: 3,810,384] [added: 4,102,000] | | |

| Cost of rental uniforms and ancillary products | [removed: 1,756,297] [added: 1,829,427] | | | | [removed: 1,648,551] [added: 1,756,297] | | | | [removed: 1,530,456] [added: 1,648,551] | | |

| Cost of other services | [removed: 773,107] [added: 807,999] | | | | [removed: 714,841] [added: 773,107] | | | | [removed: 670,641] [added: 714,841] | | |

| Selling and administrative expenses | [removed: 1,221,856] [added: 1,302,752] | | | | [removed: 1,198,981] [added: 1,221,856] | | | | [removed: 1,168,944] [added: 1,198,981] | | |

| Operating income | [removed: 565,211] [added: 567,010] | | | | [removed: 539,627] [added: 565,211] | | | | [removed: 440,343] [added: 539,627] | | |

| Interest income | [removed: (409] [added: (229] | | ) | | [removed: (1,942] [added: (409] | | ) | | [removed: (2,030] [added: (1,942] | | ) |

| Interest expense | [removed: 65,712] [added: 65,822] | | | | [removed: 70,625] [added: 65,712] | | | | [removed: 49,704] [added: 70,625] | | |

| Income before income taxes | [removed: 499,908] [added: 607,858] | | | | [removed: 470,944] [added: 499,908] | | | | [removed: 392,669] [added: 470,944] | | |

| Income taxes | [removed: 184,466] [added: 233,416] | | | | [removed: 173,307] [added: 184,466] | | | | [removed: 145,680] [added: 173,307] | | |

| Net income | $ | [removed: 315,442] [added: 374,442] | | | $ | [removed: 297,637] [added: 315,442] | | | $ | [removed: 246,989] [added: 297,637] | |

| Basic earnings per share | $ | [removed: 2.53] [added: 3.08] | | | $ | [removed: 2.27] [added: 2.53] | | | $ | [removed: 1.68] [added: 2.27] | |

| Diluted earnings per share | $ | [removed: 2.52] [added: 3.05] | | | $ | [removed: 2.27] [added: 2.52] | | | $ | [removed: 1.68] [added: 2.27] | |

| Dividends declared and paid per share | $ | [removed: 0.64] [added: 0.77] | | | $ | [removed: 0.54] [added: 0.64] | | | $ | [removed: 0.49] [added: 0.54] | |

| (In thousands) | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Foreign currency translation adjustments | [removed: (1,087] [added: (9,787] | | ) | | [removed: (17,815] [added: (1,087] | | ) | | [removed: 27,344] [added: (17,815] | | [added: )] |

| Change in fair value of [removed: derivatives(1)] [added: derivatives] | [removed: (187] [added: (228] | | ) | | [removed: (5,286] [added: (187] | | ) | | [removed: (6,096] [added: (5,286] | | ) |

| Amortization of interest rate lock agreements | 1,952 | | | | [removed: 1,508] [added: 1,952] | | | | [removed: 767] [added: 1,508] | | |

July 30, 2014

July 30, 2014

| Shredding transaction asset impairment charge | 16,143 | | | | — | | | | — | | |

| Shredding transaction costs | 28,481 | | | | — | | | | — | | |

| Gain on deconsolidation of Shredding | 106,441 | | | | — | | | | — | | |

| Net income | $ | 374,442 | | | $ | 315,442 | | | $ | 297,637 | |

| Other | (1,632 | | ) | | 782 | | | | (551 | | ) |

| (In thousands except share data) | 2014 | | | | 2013 | | |

| Cash and cash equivalents | $ | 513,288 | | | $ | 352,273 | |

| Prepaid expenses and other current assets | 26,190 | | | | 24,530 | | |

| Other assets, net | 19,626 | | | | 22,865 | | |

| | $ | 4,462,452 | | | $ | 4,345,632 | |

| Income taxes, current | 5,960 | | | | — | | |

| 2014: 176,378,412 shares issued and 117,037,784 shares outstanding | | | | | | | |

| 2014: 59,340,628 shares | | | | | | | |

| Accumulated other comprehensive income | 28,428 | | | | 38,123 | | |

| | $ | 4,462,452 | | | $ | 4,345,632 | |

| Net income | — | | | — | | | | — | | | | 374,442 | | | | — | | | | — | | | — | | | | 374,442 | | |

| Dividends | — | | | — | | | | — | | | | (93,320 | | ) | | — | | | | — | | | — | | | | (93,320 | | ) |

| Stock options exercised, net of shares surrendered | 1,127 | | | 41,902 | | | | — | | | | — | | | | — | | | | — | | | — | | | | 41,902 | | |

| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (6,836 | ) | | (370,599 | | ) | | (370,599 | | ) |

| Other | — | | | — | | | | 3,890 | | | | — | | | | — | | | | — | | | — | | | | 3,890 | | |

| Balance at May 31, 2014 | 176,378 | | | $ | 251,753 | | | $ | 134,939 | | | $ | 3,998,893 | | | $ | 28,428 | | | (59,341 | ) | | $ | (2,221,155 | ) | | $ | 2,192,858 | |

| Net income | $ | 374,442 | | | $ | 315,442 | | | $ | 297,637 | |

| Gain on deconsolidation of Shredding | (106,441 | | ) | | — | | | | — | | |

| Shredding transaction asset impairment charge | 16,143 | | | | — | | | | — | | |

| Shredding transaction costs | 26,057 | | | | — | | | | — | | |

| Proceeds from Shredding transaction, net of cash contributed | 179,359 | | | | — | | | | — | | |

On April 30, 2014, Cintas completed its partnership transaction with the shareholders of Shred-it International Inc. ("Shred-it") to combine Cintas’ document destruction ("shredding") business with Shred-it’s document destruction business (the "Shredding transaction").

Cintas' document destruction business represented approximately 76%, 80%, and 70% of Cintas' Document Management Services operating segment's assets, revenue, and income before income taxes, respectively, as of and for the most recent quarter ended February 28, 2014.

Under the agreement, Cintas and Shred-it each contributed its document destruction business to a newly formed partnership owned 42% by Cintas and 58% by the shareholders of Shred-it.

In addition to its 42% ownership of the partnership (named and operated under "Shred-it"), Cintas received $180.0 million in cash at the closing of the transaction.

The Cintas' equity interest in the partnership is accounted for under the equity method of accounting as prescribed by U.S. generally accepted accounting principles ("GAAP").

| (In thousands) | 2014 | | | | 2013 | | |

Investments.

Investments consists primarily of equity method investments and cash surrender value of life insurance policies.

Investments are now separately presented on the balance sheet as a result of the shredding transaction.

The equity method is used to account for our investments if our investment gives us the ability to exercise significant influence over the operating and financial policies of the investee.

In general, equity method investments are initially measured at cost.

However, an equity method investment resulting from a transaction in which a controlled group of assets that constitutes a business is deconsolidated is initially measured at fair value.

| | |

| --- | --- |

July 30, 2013

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

| Change in fair value of available-for-sale securities(2) | 14 | | | | 24 | | | | 3 | | |

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

| Other assets, net | 124,390 | | | | 112,836 | | |

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

| 2012: 173,745,913 shares issued and 126,519,758 shares outstanding | 186,332 | | | | 148,255 | | |

| 2012: 47,226,155 shares | (1,850,556 | | ) | | (1,634,875 | | ) |

| Unrealized loss on derivatives | (14,339 | | ) | | (16,104 | | ) |

| Other | 1,150 | | | | 368 | | |

| Balance at June 1, 2010 | 173,207 | | | $ | 132,058 | | | $ | 84,616 | | | $ | 3,080,079 | | | $ | 36,133 | | | (20,338 | ) | | $ | (798,857 | ) | | $ | 2,534,029 | |

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

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

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

| Other | — | | | — | | | | (744 | | ) | | — | | | | — | | | | — | | | — | | | | (744 | | ) |

| Cash and cash equivalents at beginning of year | 339,825 | | | | 438,106 | | | | 411,281 | | |

In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment.

The allowance is an estimate based on historical

Long-lived assets that are held for sale are reported at the lower of the carrying amount or the estimated fair value, less estimated costs to sell.

Goodwill is separately disclosed from other intangible assets on the consolidated balance sheet and not amortized.

Cintas completes an annual goodwill impairment test which includes the determination of the estimated fair value of its reporting units.

The methodology used is consistent with prior years.

Certain noncompete agreements, as

| | $ | 271,821 | | | $ | 261,442 | |

The update requires disclosure of amounts reclassified out of accumulated other comprehensive income (AOCI) by component.

In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period.

The guidance is effective prospectively for interim and annual financial periods beginning after December 15, 2012.

This new guidance is effective for Cintas in the first quarter of fiscal 2014.

Cintas does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

Accounts receivable, net include foreign currency forward contracts.

| | 2,342,247 | | | | 2,171,567 | | |

| | $ | 986,703 | | | $ | 952,587 | |

| Balance as of June 1, 2011 | $ | 943,177 | | | $ | 23,995 | | | $ | 192,944 | | | $ | 327,766 | | | $ | 1,487,882 | |

| Goodwill acquired (adj.) | 2,163 | | | | — | | | | (479 | | ) | | 945 | | | | 2,629 | | |

| Foreign currency translation | (891 | | ) | | (27 | | ) | | — | | | | (4,218 | | ) | | (5,136 | | ) |

| Balance as of June 1, 2011 | $ | 44,628 | | | $ | — | | | $ | 35,878 | | | $ | 21,806 | | | $ | 102,312 | |

| Service contracts acquired | 1,346 | | | | — | | | | 838 | | | | 4,470 | | | | 6,654 | | |

| Service contracts amortization | (15,569 | | ) | | — | | | | (7,382 | | ) | | (7,219 | | ) | | (30,170 | | ) |

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: 2013.][added: 2014.]

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: 2013,] [added: 2014,] 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: 2013,] [added: 2014,] 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: 2013] [added: 2014] 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: 2013.][added: 2014.]

(1) Excludes [removed: 2,015,023] [added: 2,158,778] unvested restricted stock units.

| Equity compensation plans approved by shareholders | 8,025,794 | | | $ | 43.12 | | | 4,683,607 | |

| Total | 8,025,794 | | | $ | 43.12 | | | 4,683,607 | |

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

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

Transactions, and Director Independence

| | | | For each of the three years in the period ended May 31, [removed: 2013.] [added: 2014.] |

| [removed: 10.7] [added: 10.8] | | * | 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: 10.8] [added: 10.9] | | * | 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: 10.9] [added: 10.10] | | * | 1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2000.) |

| [removed: 10.10] [added: 10.11] | | * | Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2001.) |

| [removed: 10.11] [added: 10.12] | | * | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2004.) |

| [removed: 10.12] [added: 10.13] | | * | 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: 10.13] [added: 10.14] | | * | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.) |

| [removed: 10.14] [added: 10.15] | | * | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.) |

| [removed: 10.15] [added: 10.16] | | * | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.) |

| [removed: 10.16] [added: 10.17] | | * | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2006.) |

| [removed: 10.17] [added: 10.18] | | * | 2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2006.) |

| [removed: 10.18] [added: 10.19] | | * | Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.) |

| [removed: 10.19] [added: 10.20] | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.) |

| [removed: 10.20] [added: 10.21] | | * | Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| [removed: 10.21] [added: 10.22] | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

DATE SIGNED: July 30, [removed: 2013][added: 2014]

| /s/ | Robert J. Kohlhepp Robert J. Kohlhepp | | Chairman of the Board of Directors | | July 30, [removed: 2013] [added: 2014] |

| /s/ | Scott D. Farmer Scott D. Farmer | | Chief Executive Officer and Director (Principal Executive Officer) | | July 30, [removed: 2013] [added: 2014] |

| /s/ | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July 30, [removed: 2013] [added: 2014] |

| /s/ | John F. Barrett John F. Barrett | | Director | | July 30, [removed: 2013] [added: 2014] |

| /s/ | James J. Johnson James J. Johnson | | Director | | July 30, [removed: 2013] [added: 2014] |

| /s/ | William C. Gale William C. Gale | | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July 30, [removed: 2013] [added: 2014] |

| (2) | Represents a change in the appropriate balance sheet reserve due to acquisitions [added: and deconsolidations] during the respective period. |

| [removed: 10.17] [added: 10.18] | | * | 2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.) |

| 2.1 | | * | JV Framework Agreement, dated March 18, 2014, by and among Cintas Corporation No.2, CC Shredding Holdco LLC and CC Dutch Shredding Holdco BV, each a wholly owned subsidiary of Cintas, and Shred-It International Inc., Boost JV LP, Boost Holdings LP and Boost GP Corp (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated March 19, 2014) |

| 10.7 | | | Sixth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 29, 2014 (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated May 30, 2014.) |

| 10.23 | | * | Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.4 to Cintas' Current Report on Form 8-K dated October 23, 2013.) |

| 10.24 | | * | Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K dated October 23, 2013.) |

| * | Certain exhibits and schedules have been omitted and Cintas agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request. |

| May 31, 2014 | $ | 15,855 | | | $ | 5,607 | | | $ | (2,965 | ) | | $ | 3,591 | | | $ | 14,906 | |

| May 31, 2014 | $ | 29,487 | | | $ | 3,147 | | | $ | (144 | ) | | $ | 1,817 | | | $ | 30,673 | |

| 2.1 | | * | JV Framework Agreement, dated March 18, 2014, by and among Cintas Corporation No. 2, CC Shredding Holdco LLC and Dutch Shredding Holdco BV, each a wholly owned subsidiary of Cintas, and Shred-It International Inc., Boost JV LP, Boost Holdings LP and Boost GP Corp (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated March 19, 2014.) |

| 10.7 | | | Sixth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 29, 2014 (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated May 30, 2014. ) |

| 10.8 | | * | 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.) |

| 10.9 | | * | 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.) |

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

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

| 10.12 | | * | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2004.) |

| 10.13 | | * | 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.) |

| 10.14 | | * | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.) |

| 10.15 | | * | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.) |

| 10.16 | | * | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.) |

| 10.17 | | * | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2006.) |

| 10.19 | | * | Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.) |

| 10.20 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.) |

| 10.21 | | * | Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| 10.22 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.) |

| 10.23 | | * | Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.4 to Cintas' Current Report on Form 8-K dated October 23, 2013.) |

| 10.24 | | * | Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K dated October 23, 2013.) |

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| * | Certain exhibits and schedules have been omitted and Cintas agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request. |

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

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