Cintas (CTAS) 10-K risk factor changes: FY2015 vs FY2014

Forward-looking statements may be identified by words such as "estimates," "anticipates," "predicts," "projects," "plans," "expects," "intends," "target," "forecast," "believes," "seeks," "could," "should," "may" and "will" or the negative versions thereof and similar [added: words, terms and] expressions and by the context in which they are used.

Factors that might cause such a difference include, but are not limited to, the [removed: 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] [added: successful completion] of the [removed: Cintas document shredding business with Shred-it's document shredding business,] [added: sale of Cintas' investment in] the [removed: ability to successfully explore strategic opportunities for] [added: Shred-it Partnership within] the [removed: Cintas global document storage and imaging business,] [added: expected timeframe or at all;] the possibility of greater than anticipated operating costs including energy and fuel [removed: costs,] [added: costs;] lower sales [removed: volumes,] [added: volumes;] loss of customers due to outsourcing [removed: trends,] [added: trends;] the performance and costs of integration of [removed: acquisitions,] [added: acquisitions;] fluctuations in costs of materials and labor including increased medical [removed: costs,] costs [added: costs; costs] and possible effects of union organizing [removed: activities,] [added: activities;] failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and [removed: safety,] [added: safety; the effect on operations of exchange fluctuations, tariffs and other political, economic and regulatory risks;] uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and [removed: remediation,] [added: remediation;] the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of [removed: 2002,] [added: 2002;] disruptions caused by the inaccessibility of computer systems data, [added: including cybersercurity risks;] the initiation or outcome of litigation, investigations or other [removed: proceedings,] [added: proceedings;] higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic or extraordinary [removed: events,] [added: events;] the amount and timing of repurchases of our [removed: Common Stock,] [added: common stock,] if [removed: any,] [added: any;] changes in federal and state tax and labor [removed: laws,] [added: laws;] the reactions of competitors in terms of price and [removed: service] [added: service;] and the ultimate impact of the Affordable Care Act.

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

In fiscal years [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

We believe that a key component of our success is our corporate [removed: culture] [added: culture,] which has been imparted by management throughout our corporate organization.

Deterioration in these general economic conditions may result in: declining [removed: revenue] [added: revenue,] which can lead to excess capacity and declining operating cash flow; reductions in management's estimates for future revenue and operating cash flow growth; increases in borrowing rates and other deterioration in factors that impact our weighted average cost of capital; and deteriorating real estate values.

[removed: Partnerships involve risks,] [added: If we are not able to complete the proposed sale of our equity investment in the Shred-it Partnership, we will encounter risks related to the Shred-it Partnership,] including difficulties in the combination of operations, services, and personnel, and may divert management’s attention from business operations.

The inability of the [removed: partnership] [added: Shred-it Partnership] to successfully combine the businesses in a manner that permits the entity to achieve the full revenue and cost synergies [removed: anticipated as result of the transaction] could adversely impact the value of our investment.

The loss of revenue due to the [removed: creation of the partnership] [added: Shred-it Partnership] may have a dilutive impact that we may be unable to offset.

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

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 [removed: partnership,] [added: Shred-it Partnership,] which may affect our [added: consolidated] financial condition or [added: consolidated] results of operations.

We may not be able to successfully complete the pending sale of our interest in the Shred-It Partnership, in which case we may encounter difficulties.

On July 15, 2015, Cintas announced that it entered into a definitive agreement to sell its investment in the Shred-it Partnership to Stericycle, Inc., a global business to business compliance solutions provider specializing in complex and highly regulated arenas.

Upon closing of the transaction, the Shred-it Partnership will become a wholly owned subsidiary of Stericycle.

The transaction is expected to close in the second quarter of fiscal 2016, subject to obtaining regulatory approvals and satisfaction of other customary closing conditions.

However, we may not be able to complete the proposed sale within the expected timeframe or at all.

Within our Document Management business, we handle customers' confidential information.

Our failure to protect our customers' confidential information against security breaches could damage our reputation, harm our business and adversely impact our results of operations.

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.

Any compromise of security, accidental loss or theft of customer data in our possession could damage our reputation and expose us to risk of liability, which could harm our business and adversely impact our consolidated results of operations.

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.

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.

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, [added: and] first aid, safety and fire protection products and [removed: services and document management] services.

[added: Effective August 31, 2014,] Cintas classifies its businesses into [removed: four] [added: three] operating segments based on the types of products and services provided.

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

| | [removed: 2014] [added: 2015(1)] | | | [removed: 2013] [added: 2014(1)(2)] | | | [removed: 2012] [added: 2013(1)(2)] | |

| Rental Uniforms and Ancillary Products | [removed: 70.8] [added: 27.5] | % | | [removed: 70.5] [added: 27.5] | % | | [removed: 71.0] [added: 27.4] | % |

| First Aid, Safety and Fire Protection Services | [removed: 11.3] [added: 12.7] | % | | [removed: 10.7] [added: 11.5] | % | | [removed: 10.1] [added: 10.8] | % |

| Rental Uniforms and Ancillary Products | [removed: 56.7] [added: 55.4] | % | | [removed: 57.7] [added: 56.7] | % | | [removed: 56.6] [added: 57.7] | % |

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

| First Aid, Safety and Fire Protection Services | [removed: 56.2] [added: 55.9] | % | | [removed: 56.7] [added: 56.2] | % | | [removed: 57.1] [added: 56.7] | % |

| Rental Uniforms and Ancillary Products | [removed: 43.3] [added: 44.6] | % | | [removed: 42.3] [added: 43.3] | % | | [removed: 43.4] [added: 42.3] | % |

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

| First Aid, Safety and Fire Protection Services | [removed: 43.8] [added: 44.1] | % | | [removed: 43.3] [added: 43.8] | % | | [removed: 42.9] [added: 43.3] | % |

| Rental Uniforms and Ancillary Products | [removed: 27.5] [added: 77.2] | % | | [removed: 27.4] [added: 72.1] | % | | [removed: 28.6] [added: 71.7] | % |

| Uniform Direct Sales | [removed: 18.3] [added: 18.8] | % | | [removed: 17.7] [added: 18.3] | % | | [removed: 18.6] [added: 17.7] | % |

| First Aid, Safety and Fire Protection Services | [removed: 34.3] [added: 33.6] | % | | [removed: 33.9] [added: 34.3] | % | | [removed: 34.5] [added: 33.9] | % |

| Total selling and administrative expenses | [removed: 28.6] [added: 27.4] | % | | 28.3 | % | | [removed: 29.2] [added: 28.0] | % |

| Gain on deconsolidation of Shredding, net of impairment charges and other transaction costs | [removed: 1.3] [added: 0.1] | % | | [removed: —] [added: 1.4] | % | | — | % |

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

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

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

Please see Note 9 entitled Acquisitions and [removed: Deconsolidation] [added: Deconsolidations] of "Notes to Consolidated Financial Statements" for additional information on the [removed: transaction.][added: Shredding Transaction.]

Fiscal 2014 total revenue was [removed: $4.6] [added: $4.5] billion, an increase of [removed: 5.5%] [added: 5.3%] compared to fiscal 2013.

The increase primarily resulted from an organic growth increase of [removed: 5.9%.][added: 6.2%.]

Organic growth excludes the impact of [removed: acquisitions and disposals] [added: acquisitions, disposals, deconsolidations] and [removed: adjusts][added: foreign currency exchange rate fluctuations.]

Revenue in fiscal 2014 was negatively impacted by 0.4% due to one less workday [added: and by 0.4% due to foreign currency exchange rate changes] compared to fiscal 2013.

| First Quarter Ending August 31, 2013 | [removed: 7.1] [added: 7.2] | % |

| Second Quarter Ending November 30, 2013 | [removed: 7.1] [added: 7.4] | % |

| Third Quarter Ending February 28, 2014 | [removed: 3.1] [added: 3.6] | % |

| Fourth Quarter Ending May 31, 2014 | [removed: 6.2] [added: 6.4] | % |

| For the Fiscal Year Ending May 31, 2014 | [removed: 5.9] [added: 6.2] | % |

The increase resulted from an organic growth increase in revenue of [removed: 6.3%.][added: 7.7%.]

Other Services revenue, consisting of revenue from the reportable operating segments of Uniform Direct Sales, First Aid, Safety and Fire Protection Services and [removed: Document Management Services,] [added: Shredding (through April 30, 2014),] increased [removed: 4.4%] [added: 3.7%] compared to fiscal 2013.

The increase primarily resulted from an organic growth increase of [removed: 4.9%,] [added: 4.7%,] which was due largely to improved sales representative [removed: productivity partially offset by a decrease in the average selling price of recycled paper.][added: productivity.]

[removed: 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] [added: Acquisitions] in [added: fiscal 2014 occurred in] our First Aid, Safety and Fire Protection Services operating segment and [removed: our] [added: the former] Document Management Services operating [removed: segment during fiscal 2014.][added: segment.]

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

Cost of other services increased [removed: 4.5%] [added: 4.1%] compared to fiscal 2013.

Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first [removed: aid] [added: aid, safety and fire protection] products), delivery expenses and distribution expenses in the Uniform Direct Sales operating segment, the First Aid, Safety and Fire Protection Services operating [removed: segment] [added: segment,] and [removed: the Document Management Services operating segment.][added: Shredding through April 30, 2014.]

Selling and administrative expenses increased [removed: $80.9] [added: $77.5] million, or [removed: 6.6%,] [added: 6.5%,] compared to fiscal 2013 due primarily to increases in labor and other employee-partner related expenses.

The impairment charge was related to the abandonment of information systems assets that were not contributed to the [removed: partnership] [added: Shred-it 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 [removed: partnership;] [added: Shred-it 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 [removed: gain] [added: gain,] net of the impairment charge and other transaction costs.

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

Cintas evaluates operating segment performance based on revenue and income before income taxes.

Revenue and income before income taxes for each of these operating segments for the years ended May 31, 2015, 2014, and 2013 are presented in note 15 entitled Operating Segment Information of "Notes to Consolidated Financial Statements." The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.

Previously, Cintas classified its businesses into four operating segments.

This operating segment consisted of document destruction services ("Shredding") and document imaging and retention services ("Storage").

Due to the deconsolidation of Shredding, fiscal 2015 results exclude the results of Shredding.

Shredding remains reported in continuing operations for fiscal 2014 (through April 30, 2014) and fiscal 2013.

Based on the change in reportable operating segments, the results of Shredding for the years ended May 31, 2014 and 2013 are presented in Corporate.

Additionally, effective August 31, 2014, Storage is reported as a discontinued operation for all periods presented and has been excluded from continuing operations and from operating segment results for all periods presented.

In the quarter ended November 30, 2014, Cintas sold Storage in a series of transactions ("Storage Transactions").

Please see Note 17 entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information.

| Uniform Direct Sales | 10.1 | % | | 10.2 | % | | 10.9 | % |

| Corporate | — | % | | 6.2 | % | | 6.6 | % |

| Corporate | — | % | | 55.1 | % | | 53.2 | % |

| Total cost of sales | 57.1 | % | | 58.1 | % | | 58.7 | % |

| Corporate | — | % | | 44.9 | % | | 46.8 | % |

| Total gross margin | 42.9 | % | | 41.9 | % | | 41.3 | % |

| Corporate | — | % | | 42.7 | % | | 40.8 | % |

| Gain on sale of stock of an equity method investment | 0.5 | % | | — | % | | — | % |

| | | | | | | | | |

| Income before income taxes | 14.7 | % | | 13.5 | % | | 11.8 | % |

| (1) | The figures for all years presented reflect the change in classification of Storage to discontinued operations within the Consolidated Statements of Income. See Note 17 entitled Discontinued Operations of "Notes to Consolidated Financial Statements." |

| (2) | Corporate results for the fiscal years ended 2014 and 2013 include Shredding. Fiscal year 2014 includes only eleven months of Shredding results as the Shredding Transaction closed on April 30, 2014. |

Fiscal 2015 Compared to Fiscal 2014

Fiscal 2015 total revenue was $4.5 billion, an increase of 0.2% over the prior fiscal year.

Revenue increased organically by 7.1% as a result of increased sales volume.

Revenue growth was negatively impacted by 6.6% because of the deconsolidation of Shredding, which contributed $275.7 million of revenue in fiscal year 2014, and 0.5% due to foreign currency exchange rate fluctuations.

Acquisitions positively impacted the growth rate by 0.2%.

Revenue growth was negatively impacted by 0.5% due to foreign currency exchange rate fluctuations.

Revenue increased organically by 5.0%.

Revenue growth was negatively impacted by 23.3% due to the deconsolidation of Shredding and by 0.3% due to foreign currency exchange rate fluctuations.

Acquisitions positively impacted the growth rate by 0.6%.

Selling and administrative expenses decreased $39.9 million, or 3.2%, compared to fiscal 2014 due primarily to the deconsolidation of Shredding partially offset by increases resulting from higher Rental Uniforms and Ancillary Products and First Aid, Safety and Fire Protection Services operating segment sales volume.

Cintas realized a gain on the Shredding Transaction of $5.0 million in fiscal 2015 primarily as a result of receiving certain additional proceeds.

Also during fiscal 2015, Cintas sold stock in an equity method investment.

In conjunction with the sale of the equity method investment, the Company received a cash dividend.

The sale resulted in the recording of a gain of $21.7 million in fiscal 2015.

The decrease in net interest expense is primarily due to the capitalization of $0.6 million of interest in fiscal year 2015 versus no capitalization of interest in fiscal 2014.

Income before income taxes was positively impacted by a $5.0 million gain on the Shredding Transaction as a result of receiving certain additional proceeds and by a $21.7 million gain from the sale of the equity method investment.

Cintas' effective tax rate on continuing operations was 37.2% for fiscal 2015 compared to 38.3% in fiscal 2014.

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

| Uniform Direct Sales | 10.0 | % | | 10.7 | % | | 10.6 | % |

| Document Management Services | 7.9 | % | | 8.1 | % | | 8.3 | % |

| Document Management Services | 54.0 | % | | 53.0 | % | | 50.9 | % |

| Total cost of sales | 57.9 | % | | 58.6 | % | | 57.6 | % |

| Document Management Services | 46.0 | % | | 47.0 | % | | 49.1 | % |

| Total gross margin | 42.1 | % | | 41.4 | % | | 42.4 | % |

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

| Income before income taxes | 13.4 | % | | 11.6 | % | | 11.5 | % |

for the appropriate number of workdays.

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

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

Document Management Services operating segment revenue increased $8.0 million for fiscal 2014, or 2.3%, over fiscal 2013.

Revenue increased organically by 6.6% due to increased document imaging and retention services volume.

Revenue decreased 3.9% due to the deconsolidation of the shredding business as a result of the shredding transaction.

Cost of document management services increased $7.9 million, or 4.2%, for fiscal 2014 mostly due to increased Document Management Services operating segment volume.

Gross margin for the Document Management Services operating segment is defined as revenue less production and service costs.

The gross margin as a percent of revenue decreased from 47.0% in fiscal 2013 to 46.0% in fiscal 2014.

This decrease was due to lower document destruction revenue as a result of lower recycled paper prices and the deconsolidation of the shredding business.

Selling and administrative expenses increased $7.1 million, or 4.8%, in fiscal 2014 over fiscal 2013.

In fiscal 2014, the Company realized a $106.4 million gain on deconsolidation of the shredding business.

In addition, as a result of the shredding transaction, the Company recorded an asset impairment charge of $16.1 million and other transaction costs of $28.5 million.

Income before income taxes for the Document Management Services operating segment was $70.7 million, an increase of $54.9 million compared to fiscal 2013.

Income before income taxes, at 19.8% of the operating segment's revenue, increased from 4.5% in fiscal 2013.

This increase is primarily a result of the impacts of the shredding transaction previously described.

Fiscal 2013 Compared to Fiscal 2012

Fiscal 2013 total revenue was $4.3 billion, an increase of 5.2% compared to fiscal 2012.

The remaining 0.7% increase represents growth derived through acquisitions in our First Aid, Safety and Fire Protection Services operating segment and our Document Management Services operating segment during the year.

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

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

The increase primarily resulted from an organic growth increase of 4.9%, which was due to improved sales representative productivity, increased customer orders for uniforms and several large customer uniform roll-outs, slightly offset by a decrease in the average selling price of recycled paper.

The increase from fiscal 2012 was due to increased Other Services sales volume.

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.

This change reflects the increase in operating income and lower net interest expense described above.

This increase was primarily due to the 5.2% growth in revenue.

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

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue increased $132.3 million, or 4.5%, and the cost of rental uniforms and ancillary products increased $107.7 million, or 6.5%.

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.

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.2] [added: $0.3] million.

[added: Effective August 31, 2014,] Cintas classifies its businesses into [removed: four] [added: three reportable] operating segments [added: ("operating segments")] based on the types of products and services provided.

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

[removed: The Document Management Services] [added: This] operating segment [removed: consists] [added: consisted] of document [removed: destruction,] [added: destruction services ("Shredding") and] document imaging and [removed: document] retention [removed: services.][added: services ("Storage").]

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

[removed: Cintas' document destruction business] [added: Cintas Shredding] 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 [removed: most recent] quarter ended February 28, 2014.

Under the agreement, Cintas and Shred-it each contributed its [removed: document destruction] [added: shredding] business to a newly formed partnership owned 42% by Cintas and 58% by the shareholders of [removed: Shred-it.][added: Shred-it ("the Shred-it Partnership").]

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

[removed: The Company's] [added: Cintas'] equity interest in [removed: Shred-it] [added: the partnership] is accounted for under the equity method of accounting as prescribed by U.S. generally accepted accounting [removed: principles.][added: principles ("GAAP").]

Please see Note [removed: 1 entitled Significant Accounting Policies and Note 4] [added: 17] entitled [removed: Investments] [added: Discontinued Operations] of "Notes to Consolidated Financial Statements" for additional [removed: information on equity method investments.][added: information.]

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

| Fiscal Year Ended May 31, (in thousands) [added: (1)] | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Rental Uniforms and Ancillary Products | $ | [removed: 3,223,930] [added: 3,454,956] | | | $ | [removed: 3,044,587] [added: 3,223,930] | | | $ | [removed: 2,912,261] [added: 3,044,587] | |

| Uniform Direct Sales | [removed: 455,485] [added: 453,653] | | | | [removed: 461,328] [added: 455,485] | | | | [removed: 433,994] [added: 461,328] | | |

| First Aid, Safety and Fire Protection Services | [removed: 514,429] [added: 568,277] | | | | [removed: 460,592] [added: 514,429] | | | | [removed: 415,703] [added: 460,592] | | |

In total, Cintas has approximately [removed: 7,800] [added: 8,000] local delivery routes, [removed: 391] [added: 364] operational facilities and eight distribution centers.

At May 31, [removed: 2014,] [added: 2015,] Cintas employed approximately [removed: 33,000] [added: 32,000] employees, of which approximately 200 were represented by labor unions.

Environmental spending related to water treatment and waste removal was approximately [removed: $21] [added: $12] million in fiscal [removed: 2014] [added: 2015] and approximately [removed: $19] [added: $21] million in fiscal [removed: 2013.][added: 2014.]

[removed: There were no capital] [added: Capital] expenditures to limit or monitor hazardous substances [removed: in fiscal 2014 and] [added: totaled] approximately [removed: $2] [added: $4] million in [added: fiscal 2015, and there were no] capital expenditures in fiscal [removed: 2013.][added: 2014.]

The SEC maintains an internet site located at [removed: http://www.sec.gov] [added: www.sec.gov] that contains reports, proxy and information statements and other information regarding issuers, such as Cintas, that file electronically with the SEC.

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

Previously, Cintas classified its businesses into four operating segments.

The Document Management Services operating segment is no longer considered an operating segment.

Due to the deconsolidation of Shredding, fiscal 2015 results exclude the results of Shredding.

Shredding remains reported in continuing operations for fiscal 2014 (through April 30, 2014 as previously discussed) and 2013.

Based on the change in reportable operating segments, the results of Shredding for the year ended May 31, 2014 are presented within Corporate.

Additionally, effective August 31, 2014, Storage is reported as a discontinued operation for all periods presented and has been excluded from continuing operations and from operating segment results for all periods presented.

In the quarter ended November 30, 2014, Cintas sold Storage in a series of transactions ("Storage Transactions").

On April 30, 2014, the Shredding Transaction was completed.

As a result, the loss of one account would not have a significant financial impact on Cintas.

| Corporate (2) | — | | | | 275,721 | | | | 279,457 | | |

| Total Revenue | $ | 4,476,886 | | | $ | 4,469,565 | | | $ | 4,245,964 | |

| (1) | The figures for all years presented reflect the change in classification of Storage to discontinued operations within the Consolidated Statements of Income. See Note 17 entitled Discontinued Operations of "Notes to Consolidated Financial Statements." |

| | |

| --- | --- |

| (2) | Corporate results for the fiscal years ended 2014 and 2013 include Shredding revenue. Fiscal year 2014 includes only eleven months of Shredding revenue as the Shredding Transaction closed on April 30, 2014. |

| Document Management Services (1) | 357,968 | | | | 349,964 | | | | 340,042 | | |

| Total Revenue (1) | $ | 4,551,812 | | | $ | 4,316,471 | | | $ | 4,102,000 | |

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

Within the Document Management Services operating segment, Cintas provides its services via local service routes originating from document retention facilities.

| | For the Fiscal Year Ended May 31, [removed: 2014] [added: 2015] |

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November [removed: 29, 2013,] [added: 28, 2014,] was [removed: $6,649,843,722] [added: $8,579,254,230] based on a closing sale price of [removed: $55.50] [added: $73.15] per share.

As of June 30, [removed: 2014, 176,483,004] [added: 2015, 178,170,012] shares of the Registrant's Common Stock were issued and [removed: 116,403,688] [added: 110,211,359] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2014] [added: 2015] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

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10-K 1 ctas531201510k.htm 10-K

| [Part I](#s1B7A244F17A88D2CD70C52F4E6C1FD4F) | | |

| [Part II](#sEE0D94E209EE654724DC52F4E811C072) | | |

| [Part IV](#sECAC995ABF69FF5C888952F4F17F6D22) | | |

10-K 1 ctas531201410k.htm 10-K

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

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

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

Cintas occupies [removed: 391] [added: 377] facilities located in [removed: 295] [added: 286] cities.

Cintas leases [removed: 204] [added: 184] of these facilities for various terms ranging from monthly to the year [removed: 2032.][added: 2027.]

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

Cintas owns or leases approximately [removed: 13,500] [added: 13,600] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Processing Plants | [removed: 164] [added: 165] | | |

| Rental Branches | [removed: 110] [added: 111] | | |

| First Aid, Safety and Fire Protection Facilities | [removed: 64] [added: 68] | | |

| Corporate | 5 | | |

| Total | 377 | | |

Corporate facilities include facilities previously utilized in the former Document Management Services operating segment that were excluded from the Storage Transactions.

| Document Imaging and Retention Facilities | 25 | | |

| Total | 391 | | |

Document Imaging and Retention facilities are used in the Document Management Services operating segment.

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

At May 31, [removed: 2014,] [added: 2015,] there were approximately 2,000 shareholders on record of Cintas' common stock.

Cintas believes that this represents approximately [removed: 30,000] [added: 46,000] beneficial owners.

Dividends on Cintas' outstanding common stock have been paid annually and amounted to [removed: $0.77] [added: $1.70] per share, [removed: $0.64] [added: $0.77] per share, and [removed: $0.54] [added: $0.64] per share in fiscal [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

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

| Period [added: (In millions, except share and per share data)] | Total number of shares purchased | | | Average price paid per share | | | | Total number of shares purchased as part of the publicly announced plan (1) | | | Maximum approximate dollar value of shares that may yet be purchased under the plan (1) | | |

(1) On [removed: October 18, 2011,] [added: January 13, 2015,] Cintas announced that the Board of Directors authorized a [added: new] $500.0 million share buyback [removed: program at market prices.][added: program, which does not have an expiration date.]

[removed: Beginning in April 2012, under] [added: From] the [removed: October 18, 2011 program,] [added: inception of the January 13, 2015 share buyback program] through [removed: April 28, 2014,] [added: May 31, 2015,] Cintas [added: has] purchased a total of [removed: 11.7] [added: 2.9] million shares of Cintas [added: common] stock at an average price of [removed: $42.69] [added: $82.60] per share for a total purchase price of [removed: $500.0] [added: $237.1] million.

(2) During March [removed: 2014,] [added: 2015,] Cintas acquired [removed: 4,411] [added: 1,249] shares of Cintas common stock in [removed: trade for] [added: satisfaction of] employee payroll taxes due on restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $59.42] [added: $82.74] per share for a total purchase price of [removed: $0.3] [added: $0.1] million.

(3) During April [removed: 2014,] [added: 2015,] Cintas acquired [removed: 12,584] [added: 347] shares of Cintas common stock in [removed: trade for] [added: satisfaction of] employee payroll taxes due on restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $58.91] [added: $86.01] per share for a total purchase price of [removed: $0.7] [added: $0.1] million.

(4) During May [removed: 2014,] [added: 2015,] Cintas [removed: acquired 14,486] [added: acquired1,372] shares of Cintas common stock in [removed: trade for] [added: satisfaction of] employee payroll taxes due on restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $62.11] [added: $81.62] per share for a total purchase price of [removed: $0.9] [added: less than $0.1] million.

| Fiscal 2015 | | | | | | | |

| May 2015 | $ | 88.23 | | | $ | 79.51 | |

| February 2015 | 84.18 | | | | 70.61 | | |

| November 2014 | 73.95 | | | | 65.79 | | |

| August 2014 | 66.50 | | | | 61.70 | | |

The fiscal 2015 dividend was comprised of an annual cash dividend of $0.85 per share, and an additional $0.85 per share special dividend related to the cash proceeds received from the Shred-it Transaction.


| March 1 - 31, 2015 (2) | 1,249 | | | $ | 82.74 | | | — | | | $ | 500.0 | |

| April 1 - 30, 2015 (3) | 1,013,371 | | | 81.93 | | | | 1,013,024 | | | 417.0 | | |

| May 1 - 31, 2015 (4) | 1,858,306 | | | 82.97 | | | | 1,856,934 | | | 262.9 | | |

| Total | 2,872,926 | | | $ | 82.60 | | | 2,869,958 | | | $ | 262.9 | |

| 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 | | |

| 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.

| Fiscal Years Ended May 31, | [removed: 2010] [added: 2011(1)] | | | [removed: 2011] [added: 2012(1)] | | | [removed: 2012] [added: 2013(1)] | | | [removed: 2013] [added: 2014(1)(2)] | | | [removed: 2014(1)] [added: 2015(1)] | | | Compound Annual Growth [removed: (2010-2014)] [added: (2011-2015)] | |

| Net Income | [removed: 215,620 | | |] 246,989 | | | 297,637 | | | 315,442 | | | 374,442 | | | [removed: 14.8] [added: 430,618] | [added: | | 14.9 |] % |

| Dividends Per Share | [removed: 0.48 | | |] 0.49 | | | 0.54 | | | 0.64 | | | 0.77 | | | [removed: 12.5] [added: 1.70] | [added: | | 36.5 |] % |

| Total Assets | [removed: 3,969,736 | | |] 4,351,940 | | | 4,165,706 | | | 4,345,632 | | | 4,462,452 | | | [removed: 3.0] [added: 4,192,460] | [removed: %] | [added: | (0.9 | )% |]

| Shareholders' Equity | [removed: 2,534,029 | | |] 2,302,649 | | | 2,139,135 | | | 2,201,492 | | | 2,192,858 | | | [removed: (3.6] [added: 1,932,455] | [added: | | (4.3 |] )% |

| Long-Term Debt | [removed: 785,444 | | |] 1,284,790 | | | 1,059,166 | | | 1,300,979 | | | 1,300,477 | | | [added: 1,300,000] | | [added: | | |]

| [removed: (1)] [added: (2)] | On April 30, 2014, [removed: Cintas] [added: the Shredding Transaction was] completed [removed: its previously announced partnership transaction] with the shareholders of Shred-it to combine Cintas’ [removed: document destruction business] [added: Shredding] with Shred-it’s [removed: document destruction] [added: shredding] business. Under the agreement, Cintas and Shred-it each contributed its [removed: document destruction] [added: shredding] 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 [removed: partnership,] [added: Shred-it Partnership,] Cintas received $180.0 million in cash at the closing of the [removed: transaction.] [added: Shredding Transaction.] The Company realized a $106.4 million gain on deconsolidation of [removed: the document destruction business.] [added: Shredding.] In addition, as a result of the [removed: transaction,] [added: Shredding 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 [removed: Deconsolidation] [added: Deconsolidations] of "Notes to Consolidated Financial Statements" for additional information. |

| [removed: (2)] [added: (3)] | Return on average equity is computed as net income [added: from continuing operations] divided by the average of shareholders' equity. We believe that this calculation gives management and shareholders a good indication of Cintas' historical performance. |

| Revenue | 3,748,957 | | | 4,032,464 | | | 4,245,964 | | | 4,469,565 | | | 4,476,886 | | | 4.5 | % |

| Net Income, Continuing Operations | 249,536 | | | 300,468 | | | 316,586 | | | 374,285 | | | 408,077 | | | 13.1 | % |

| Net (Loss) Income, Discontinued Operations | (2,547 | ) | | (2,831 | ) | | (1,144 | ) | | 157 | | | 22,541 | | | 72.5 | % |

| Basic Earnings (Loss) Per Share: | | | | | | | | | | | | | | | | | |

| Continuing Operations | 1.69 | | | 2.29 | | | 2.54 | | | 3.08 | | | 3.49 | | | 19.9 | % |

| Discontinued Operations | (0.01 | ) | | (0.02 | ) | | (0.01 | ) | | 0.00 | | | 0.19 | | | 108.8 | % |

| Basic Earnings per Share | 1.68 | | | 2.27 | | | 2.53 | | | 3.08 | | | 3.68 | | | 21.7 | % |

| Diluted Earnings (Loss) Per Share: | | | | | | | | | | | | | | | | | |

| Continuing Operations | 1.69 | | | 2.29 | | | 2.53 | | | 3.05 | | | 3.44 | | | 19.4 | % |

| Discontinued Operations | (0.01 | ) | | (0.02 | ) | | (0.01 | ) | | 0.00 | | | 0.19 | | | 108.8 | % |

| Diluted Earnings (Loss) Per Share | 1.68 | | | 2.27 | | | 2.52 | | | 3.05 | | | 3.63 | | | 21.2 | % |

| Return on Average Equity (3) | 10.3 | % | | 13.5 | % | | 14.6 | % | | 17.0 | % | | 19.8 | % | | | |

| (1) | Effective August 31, 2014, the Storage business was classified as discontinued operations. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of Storage have been excluded from continuing operations for all periods presented. Please see Note 17 entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information. |

| | |

| --- | --- |

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

| 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 | % |

| Return on Average Equity (2) | 8.8 | % | | 10.2 | % | | 13.4 | % | | 14.5 | % | | 17.0 | % | | | |

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012][added: 2013]

| [Management's Report on Internal Control over Financial [removed: Reporting](#sCF205D1394BDA9211ED47130C0B461C6)] [added: Reporting](#s26B1001BC754459169E452F4E937FCC1)] | [removed: [30](#sCF205D1394BDA9211ED47130C0B461C6)] [added: [29](#s26B1001BC754459169E452F4E937FCC1)] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s12958829CEC5A04D61C77130C0E69E99)] [added: Firm](#s1F3F7C9A7070D70D9E6E52F4E956660C)] | [removed: [31](#s12958829CEC5A04D61C77130C0E69E99)] [added: [30](#s1F3F7C9A7070D70D9E6E52F4E956660C)] |

| [Consolidated Statements of [removed: Income](#s84C986E3841B036267D07130A0DE0ED5)] [added: Income](#s94F6B1AC489D0A3C807752F4D9BD6196)] | [removed: [33](#s84C986E3841B036267D07130A0DE0ED5)] [added: [32](#s94F6B1AC489D0A3C807752F4D9BD6196)] |

| [Consolidated Statements of Comprehensive [removed: Income](#s30E7DA88AA540760A3BE7130A0F21964)] [added: Income](#sEC72B5BD207CDC06CE5452F4DA2A49BF)] | [removed: [34](#s30E7DA88AA540760A3BE7130A0F21964)] [added: [33](#sEC72B5BD207CDC06CE5452F4DA2A49BF)] |

| [Consolidated Balance [removed: Sheets](#sCA402CF31256846033BF7130A11AC1E1)] [added: Sheets](#sF8ABCF5C2214503F71C752F4D8272D23)] | [removed: [35](#sCA402CF31256846033BF7130A11AC1E1)] [added: [34](#sF8ABCF5C2214503F71C752F4D8272D23)] |

| [Consolidated Statements of Shareholders' [removed: Equity](#s128016A5A6011319ADFB7130A14CC56A)] [added: Equity](#s9FD9964D01BB5BE2DD2F52F4D9FBE4DE)] | [removed: [36](#s128016A5A6011319ADFB7130A14CC56A)] [added: [35](#s9FD9964D01BB5BE2DD2F52F4D9FBE4DE)] |

| [Consolidated Statements of Cash [removed: Flows](#sF1A65150FB234809EA207130A1D881DD)] [added: Flows](#sDEDA0B592835A405AC0E52F4DAB69987)] | [removed: [37](#sF1A65150FB234809EA207130A1D881DD)] [added: [36](#sDEDA0B592835A405AC0E52F4DAB69987)] |

| [Notes to Consolidated Financial [removed: Statements](#s17F1F1EE8CBCEBE359A37130C2306B8F)] [added: Statements](#sAC27FAD188692CE64A6652F4EAC4A9B4)] | [removed: [38](#s17F1F1EE8CBCEBE359A37130C2306B8F)] [added: [37](#sAC27FAD188692CE64A6652F4EAC4A9B4)] |

Internal control over financial reporting includes those policies and procedures [removed: that] [added: that:] (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

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: 2014.][added: 2015.]

Management based its assessment on criteria established in Internal Control — Integrated Framework [removed: (1992)] [added: (2013)] 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: 2014,] [added: 2015,] 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.

| | | [removed: William C. Gale Senior] [added: J. Michael Hansen] Vice President and Chief Financial Officer |

We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] 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: 2014,] [added: 2015,] 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: 2014] [added: 2015] and [removed: 2013] [added: 2014] 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: 2014] [added: 2015] and our report dated July 30, [removed: 2014] [added: 2015] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] 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: 2014.][added: 2015.]

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

These [added: consolidated] financial statements and schedule are the responsibility of Cintas 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: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the consolidated results of [removed: its] [added: their] operations and [removed: its] [added: their] cash flows for each of the three years in the period ended May 31, [removed: 2014,] [added: 2015,] 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: 2014,] [added: 2015,] based on criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework), and our report dated July 30, [removed: 2014] [added: 2015] expressed an unqualified opinion thereon.

| (In thousands except per share data) | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Rental uniforms and ancillary products | $ | [removed: 3,223,930] [added: 3,454,956] | | | $ | [removed: 3,044,587] [added: 3,223,930] | | | $ | [removed: 2,912,261] [added: 3,044,587] | |

| Cost of rental uniforms and ancillary products | [removed: 1,829,427] [added: 1,913,466] | | | | [removed: 1,756,297] [added: 1,829,427] | | | | [removed: 1,648,551] [added: 1,756,297] | | |

| Shredding [removed: transaction] [added: Transaction] asset impairment charge | [removed: 16,143] [added: —] | | | | [removed: —] [added: 16,143] | | | | — | | |

| Shredding [removed: transaction] [added: Transaction] costs | [removed: 28,481] [added: —] | | | | [removed: —] [added: 28,481] | | | | — | | |

| Gain on deconsolidation of Shredding | [removed: 106,441] [added: 4,952] | | | | [removed: —] [added: 106,441] | | | | — | | |

| Interest income | [removed: (229] [added: (339] | | ) | | [removed: (409] [added: (229] | | ) | | [removed: (1,942] [added: (409] | | ) |

| Interest expense | [removed: 65,822] [added: 65,161] | | | | [removed: 65,712] [added: 65,822] | | | | [removed: 70,625] [added: 65,712] | | |

| Net income | $ | [removed: 374,442] [added: 430,618] | | | $ | [removed: 315,442] [added: 374,442] | | | $ | [removed: 297,637] [added: 315,442] | |

| Basic earnings per share | $ | [removed: 3.08] [added: 3.68] | | | $ | [removed: 2.53] [added: 3.08] | | | $ | [removed: 2.27] [added: 2.53] | |

| Diluted earnings per share | $ | [removed: 3.05] [added: 3.63] | | | $ | [removed: 2.52] [added: 3.05] | | | $ | [removed: 2.27] [added: 2.52] | |

| Dividends declared and paid per share | $ | [removed: 0.77] [added: 1.70] | | | $ | [removed: 0.64] [added: 0.77] | | | $ | [removed: 0.54] [added: 0.64] | |

| (In thousands) | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Foreign currency translation adjustments | [removed: (9,787] [added: (38,538] | | ) | | [removed: (1,087] [added: (9,787] | | ) | | [removed: (17,815] [added: (1,087] | | ) |

| Change in fair value of derivatives | [removed: (228] [added: 37] | | [removed: )] | | [removed: (187] [added: (228] | | ) | | [removed: (5,286] [added: (187] | | ) |

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

| Other | [removed: (1,632] [added: (350] | | ) | | [removed: 782] [added: (1,632] | | [added: )] | | [removed: (551] [added: 782] | | [removed: )] |

July 30, 2015

July 30, 2015

| Other services | 1,021,930 | | | | 1,245,635 | | | | 1,201,377 | | |

| | 4,476,886 | | | | 4,469,565 | | | | 4,245,964 | | |

| Cost of other services | 642,083 | | | | 766,484 | | | | 736,358 | | |

| Selling and administrative expenses | 1,224,930 | | | | 1,264,836 | | | | 1,187,331 | | |

| Operating income | 696,407 | | | | 564,194 | | | | 565,978 | | |

| Gain on sale of stock of an equity method investment | 21,739 | | | | — | | | | — | | |

| Income before income taxes | 658,276 | | | | 605,042 | | | | 500,675 | | |

| Income taxes | 244,660 | | | | 231,991 | | | | 184,089 | | |

| (Loss) gain on investment in Shred-it Partnership, net of tax benefit of $3,264 and tax of $766, respectively | (5,539 | | ) | | 1,234 | | | | — | | |

| Income from continuing operations | 408,077 | | | | 374,285 | | | | 316,586 | | |

| Income (loss) from discontinued operations, net of tax of $12,320, $658, and $377, respectively | 22,541 | | | | 157 | | | | (1,144 | | ) |

| Continuing operations | $ | 3.49 | | | $ | 3.08 | | | $ | 2.54 | |

| Discontinued operations | 0.19 | | | | 0.00 | | | | (0.01 | | ) |

| Continuing operations | $ | 3.44 | | | $ | 3.05 | | | $ | 2.53 | |

| Discontinued operations | 0.19 | | | | 0.00 | | | | (0.01 | | ) |

| Net income | $ | 430,618 | | | $ | 374,442 | | | $ | 315,442 | |

| (In thousands except share data) | 2015 | | | | 2014 | | |

| Cash and cash equivalents | $ | 417,073 | | | $ | 513,288 | |

| Assets held for sale | 21,341 | | | | — | | |

| | $ | 4,192,460 | | | $ | 4,462,452 | |

| Liabilities held for sale | 704 | | | | — | | |

| 2015: 178,117,334 shares issued and 111,702,949 shares outstanding | | | | | | | |

| 2015: 66,414,385 shares | | | | | | | |

| | $ | 4,192,460 | | | $ | 4,462,452 | |

| Net income | — | | | — | | | | — | | | | 430,618 | | | | — | | | | — | | | — | | | | 430,618 | | |

| Dividends | — | | | — | | | | — | | | | (201,891 | | ) | | — | | | | — | | | — | | | | (201,891 | | ) |

| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (7,073 | ) | | (551,970 | | ) | | (551,970 | | ) |

| Other | — | | | — | | | | 12,507 | | | | — | | | | — | | | | — | | | — | | | | 12,507 | | |

| Balance at May 31, 2015 | 178,117 | | | $ | 329,248 | | | $ | 157,183 | | | $ | 4,227,620 | | | $ | (8,471 | ) | | (66,414 | ) | | $ | (2,773,125 | ) | | $ | 1,932,455 | |

| Net income | $ | 430,618 | | | $ | 374,442 | | | $ | 315,442 | |

| Gain on sale of Storage | (38,573 | | ) | | — | | | | — | | |

| Gain on sale of stock of an equity method investment | (21,739 | | ) | | — | | | | — | | |

| Loss (gain) on investment in Shred-it Partnership | 8,803 | | | | (2,000 | | ) | | — | | |

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

| Proceeds from Storage Transactions, net of cash contributed | 158,428 | | | | — | | | | — | | |

| Proceeds from sale of stock of an equity method investment | 29,933 | | | | — | | | | — | | |

| Dividends received on equity method investment | 5,247 | | | | — | | | | — | | |

| Dividends received on Shred-it Partnership investment | 113,400 | | | | — | | | | — | | |

July 30, 2014

| Other services | 1,327,882 | | | | 1,271,884 | | | | 1,189,739 | | |

| | 4,551,812 | | | | 4,316,471 | | | | 4,102,000 | | |

| Cost of other services | 807,999 | | | | 773,107 | | | | 714,841 | | |

| Selling and administrative expenses | 1,302,752 | | | | 1,221,856 | | | | 1,198,981 | | |

| Operating income | 567,010 | | | | 565,211 | | | | 539,627 | | |

| Income before income taxes | 607,858 | | | | 499,908 | | | | 470,944 | | |

| Income taxes | 233,416 | | | | 184,466 | | | | 173,307 | | |

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

| 2013: 174,786,010 shares issued and 122,281,507 shares outstanding | 251,753 | | | | 186,332 | | |

| 2013: 52,504,503 shares | (2,221,155 | | ) | | (1,850,556 | | ) |

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

| Dividends | — | | | — | | | | — | | | | (70,820 | | ) | | — | | | | — | | | — | | | | (70,820 | | ) |

| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (11,464 | ) | | (392,328 | | ) | | (392,328 | | ) |

| Other | — | | | — | | | | 488 | | | | — | | | | — | | | | — | | | — | | | | 488 | | |

There were no marketable securities outstanding at May 31, 2014.

| | $ | 251,239 | | | $ | 240,440 | |

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

comprehensive income as appropriate.

| | $ | 299,727 | | | $ | 271,821 | |

assets.

| U.S. municipal bonds | — | | | | 5,680 | | | | — | | | | 5,680 | | |

| Total assets at fair value | $ | 352,273 | | | $ | 5,719 | | | $ | — | | | $ | 357,992 | |

The types of financial instruments Cintas classifies within Level 2 include highly rated U.S. state or municipal bonds.

| | 2,143,663 | | | | 2,342,247 | | |

| | $ | 855,702 | | | $ | 986,703 | |

| Balance as of June 1, 2012 | $ | 944,449 | | | $ | 23,968 | | | $ | 192,465 | | | $ | 324,493 | | | $ | 1,485,375 | |

| Goodwill acquired | — | | | | — | | | | 24,524 | | | | 7,616 | | | | 32,140 | | |

The amount of goodwill impacted by the shredding transaction was determined based upon the relative fair value of businesses within the Document Management Services operating segment.

| Balance as of June 1, 2012 | $ | 29,156 | | | $ | — | | | $ | 29,334 | | | $ | 18,332 | | | $ | 76,822 | |

| Service contracts acquired | — | | | | — | | | | 11,413 | | | | 24,670 | | | | 36,083 | | |

| Service contracts amortization | (6,002 | | ) | | — | | | | (7,936 | | ) | | (6,766 | | ) | | (20,704 | | ) |

The amount of service contracts impacted by the shredding transaction was determined by specific identification to the historical shredding business.

| | As of May 31, 2013 | | | | | | | | | | |

| Service contracts | $ | 420,499 | | | $ | 328,346 | | | $ | 92,153 | |

| Other | 22,711 | | | | 4,739 | | | | 17,972 | | |

| Total | $ | 100,574 | | | $ | 77,709 | | | $ | 22,865 | |

The decreases in goodwill, service contracts, noncompete and consulting agreements since May 31, 2013 primarily relate to the consummation of the shredding transaction.

On June 1, 2012, Cintas repaid at maturity $225.0 million aggregate principal amount of its 6.00% senior notes due 2012.

On June 5, 2012, Cintas issued $250.0 million aggregate principal amount of senior notes due June 1, 2022.

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: 2014.][added: 2015.]

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: 2014,] [added: 2015,] 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: 2014,] [added: 2015,] 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: 2014] [added: 2015] 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: 2014.][added: 2015.]

(1) Excludes [removed: 2,158,778] [added: 2,210,113] unvested restricted stock units.

| Equity compensation plans approved by shareholders | 7,835,570 | | | $ | 51.59 | | | 9,281,640 | |

| Total | 7,835,570 | | | $ | 51.59 | | | 9,281,640 | |

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

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

| | | | For each of the three years in the period ended May 31, [removed: 2014.] [added: 2015.] |

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

| [removed: 10.24] [added: 10.25] | | * | Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' [removed: Current Report on] Form 8-K dated October 23, 2013.) |

DATE SIGNED: July 30, [removed: 2014][added: 2015]

| /s/ | Robert J. Kohlhepp Robert J. Kohlhepp | | Chairman of the Board of Directors | | July 30, [removed: 2014] [added: 2015] |

| /s/ | Scott D. Farmer Scott D. Farmer | | Chief Executive Officer and Director (Principal Executive Officer) | | July 30, [removed: 2014] [added: 2015] |

| /s/ | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July 30, [removed: 2014] [added: 2015] |

| /s/ | John F. Barrett John F. Barrett | | Director | | July 30, [removed: 2014] [added: 2015] |

| /s/ | James J. Johnson James J. Johnson | | Director | | July 30, [removed: 2014] [added: 2015] |

| /s/ | [removed: William C. Gale William C. Gale] [added: J. Michael Hansen J. Michael Hansen] | | [removed: Senior] Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July 30, [removed: 2014] [added: 2015] |

| (1) | Represents amounts charged to expense to increase reserve for estimated future bad debts or to increase reserve for obsolete inventory. Amounts related to inventory are computed by performing a thorough analysis of future marketability by specific inventory [removed: item.] [added: item as well as an estimate based on Cintas' historical rates of obsolescence.] |

| 10.24 | | * | Amendment No. 4 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K dated October 22, 2014.) |

| May 31, 2015 | $ | 14,906 | | | $ | 5,718 | | | $ | (738 | ) | | $ | 4,212 | | | $ | 15,674 | |

| May 31, 2015 | $ | 30,673 | | | $ | 3,278 | | | $ | (364 | ) | | $ | 2,880 | | | $ | 30,707 | |

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

| 10.24 | | * | Amendment No. 4 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Form 8-K dated October 22, 2014.) |

| 10.25 | | * | Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Form 8-K dated October 23, 2013.) |

| | | | |

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| | | | |

| | | | |

| May 31, 2012 | $ | 17,057 | | | $ | 5,165 | | | $ | 194 | | | $ | 5,399 | | | $ | 17,017 | |

| May 31, 2012 | $ | 30,717 | | | $ | 4,247 | | | $ | (1,505 | ) | | $ | 4,083 | | | $ | 29,376 | |