Cintas (CTAS) 10-K risk factor changes: FY2016 vs FY2015

Factors that might cause such a difference include, but are not limited to, [removed: the successful completion of the sale of Cintas' investment in the Shred-it Partnership within the expected timeframe or at all;] [added: our ability to promptly and effectively integrate acquisitions, including ZEE; our ability to realize any synergies from acquisitions, including ZEE;] 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; 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; 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 remediation; the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002; [added: costs of our SAP system implementation;] disruptions caused by the inaccessibility of computer systems data, including cybersercurity risks; the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic or extraordinary events; the amount and timing of repurchases of our common stock, if any; changes in federal and state tax and labor laws; the reactions of competitors in terms of price and [removed: service; and the ultimate impact of the Affordable Care Act.][added: service.]

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, [added: minimum wages,] labor shortages or shortages of skilled labor, [added: regulations regarding the classification of employees and/or their eligibility for overtime wages,] higher material costs for items such as fabrics and textiles, 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 [removed: ancillary products and] [added: facility services, cost of] other services and selling and administrative expenses.

[removed: Increases] [added: Changes] in [added: the] fuel and energy [removed: costs] [added: industry] could adversely affect our financial condition and results of operations.

The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for [removed: oil] [added: fuel] and [removed: gas,] [added: other energy related products,] actions by [removed: OPEC and other oil and gas] [added: energy] producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters and environmental concerns.

In fiscal years [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

Therefore, fluctuations in the value of the U.S. dollar against other major currencies, particularly in the event of significant increases in foreign currency revenue, will impact our revenue and operating income and the value of [removed: balance sheet items denominated in foreign currencies.]

[removed: Legal Proceedings" and in Note 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.

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

However, our computer systems are subject to damage or interruption due to system [removed: conversions,] [added: conversions,such as our current conversion to SAP enterprise system,] power outages, computer or telecommunication failures, catastrophic events such as fires, tornadoes and hurricanes and usage errors by our employees.

[removed: Any disruption caused by the unavailability of our computer systems could adversely affect our sales, could require us to] make a significant investment to fix or replace them and, therefore, could adversely affect our 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 [added: that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data.]

Unexpected events, including fires or explosions at facilities, natural disasters such as hurricanes and tornadoes, war or terrorist activities, unplanned outages, supply disruptions, failure of equipment or systems or changes in laws and/or regulations impacting our businesses, could adversely affect our [added: consolidated] results of operations.

We assess our goodwill and other intangible assets and our long-lived assets for impairment when required by U.S. [removed: generally accepted accounting principles.][added: GAAP.]

As a result of falling oil prices, the financial performance of the fuel and energy industry has deteriorated and negatively impacted our business.

Further decline and cutbacks within this industry could continue to adversely affect the demand for our products and services.

balance sheet items denominated in foreign currencies.

We are subject to various litigation claims and legal proceeding arising from the ordinary course of our business, including personal injury, customer contract, environmental and employment claims.

Any disruption caused by the unavailability of our computer systems could adversely affect our sales, could require us to

We are party to various litigation claims and legal proceedings.

We discuss these lawsuits and other litigation to which we are party in greater detail under the caption "Item 3.

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

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.

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 Shred-it Partnership to successfully combine the businesses in a manner that permits the entity to achieve the full revenue and cost synergies could adversely impact the value of our investment.

The loss of revenue due to the Shred-it Partnership may have a dilutive impact that we may be unable to offset.

We may also incur unexpected costs, including 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 Shred-it Partnership, which may affect our consolidated financial condition or consolidated 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, [removed: and] first [removed: aid,] [added: aid and] safety [added: services] and fire protection products and services.

The [added: Uniform] Rental [removed: Uniforms] and [removed: Ancillary Products] [added: Facility Services reportable] operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.

In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services [removed: are] [added: were] also provided within this operating segment.

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

The First [removed: Aid,] [added: Aid and] Safety and Fire Protection Services operating segment [removed: consists] [added: consisted] of first [removed: aid,] [added: aid and] safety [added: products] and [added: services, and] fire protection products and services.

Revenue and income before income taxes for each of these [added: reportable] operating segments for the years ended May 31, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] are presented in [removed: note 15] [added: Note 14] 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.

[removed: Additionally, effective August 31, 2014, Storage is reported as a discontinued operation] [added: In accordance with the applicable accounting guidance] for [removed: all periods presented] [added: the disposal of long-lived assets] and [removed: has] [added: discontinued operations, the results of Shredding and Storage have] been excluded from [added: both] continuing operations and [removed: from] operating segment results for all periods presented.

Please see Note [removed: 17] [added: 16] entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information.

The following table sets forth certain consolidated statements of income data as a percent of revenue by [added: reportable] operating [removed: segment] [added: segment, All Other] and in total for the fiscal years ended May 31:

| | [removed: 2015(1)] [added: 2016(1)] | | | [removed: 2014(1)(2)] [added: 2015(1)(2)] | | | [removed: 2013(1)(2)] [added: 2014(1)(2)] | |

| Total cost of sales | [removed: 57.1] [added: 56.6] | % | | [removed: 58.1] [added: 57.1] | % | | [removed: 58.7] [added: 58.3] | % |

| Total gross margin | [removed: 42.9] [added: 43.4] | % | | [removed: 41.9] [added: 42.9] | % | | [removed: 41.3] [added: 41.7] | % |

| Total selling and administrative expenses | [removed: 27.4] [added: 27.5] | % | | [removed: 28.3] [added: 27.4] | % | | [removed: 28.0] [added: 27.4] | % |

| Gain on sale of stock of an equity method investment | [removed: 0.5] [added: —] | % | | [removed: —] [added: 0.5] | % | | — | % |

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

| (1) | The figures for all years presented reflect the change in classification of [added: Shred-it, Shredding and] Storage to discontinued operations within the Consolidated Statements of Income. See Note [removed: 17] [added: 16] entitled Discontinued Operations of "Notes to Consolidated Financial Statements." |

Fiscal 2015 total revenue was $4.5 billion, an increase of [removed: 0.2%] [added: 6.7%] over the prior fiscal year.

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

Revenue [removed: growth] [added: in fiscal 2015] was [removed: negatively] [added: positively] impacted by [removed: 6.6% because of the deconsolidation of Shredding, which contributed $275.7 million of revenue in fiscal year 2014,] [added: 1.0% due to acquisitions] and [added: negatively impacted by] 0.5% due to foreign currency exchange rate fluctuations.

Acquisitions positively impacted the growth rate by [removed: 0.2%.][added: 0.1%.]

| | Organic Growth | [removed: |]

| First Quarter Ending August 31, 2014 | [removed: 7.3 | %] [added: 7.3%] |

| Second Quarter Ending November 30, 2014 | [removed: 7.2 | %] [added: 7.2%] |

| Third Quarter Ending February 28, 2015 | [removed: 7.5 | %] [added: 7.5%] |

| Fourth Quarter Ending May 31, 2015 | [removed: 6.0 | %] [added: 6.0%] |

| For the Fiscal Year Ending May 31, 2015 | [removed: 7.1 | %] [added: 7.1%] |

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

Revenue from the [added: Uniform] Rental [removed: Uniforms] and [removed: Ancillary Products] [added: Facility Services reportable] operating segment increased [removed: 7.2%] [added: 7.1%] compared to fiscal 2014.

The increase resulted from an organic growth increase in revenue of [removed: 7.7%.][added: 6.4%.]

Other [removed: Services] revenue, consisting of revenue from the [removed: operating segments of Uniform Direct Sales, and] First [removed: Aid, Safety] [added: Aid] and [removed: Fire Protection] [added: Safety] Services [removed: as well as Shredding (through April 30, 2014), decreased 18.0%] [added: reportable operating segment and All Other, increased 5.4%] compared to fiscal 2014.

Revenue growth was negatively impacted [removed: by 23.3% due to the deconsolidation of Shredding and by 0.3%] [added: 0.8%] due to foreign currency exchange rate fluctuations.

Acquisitions positively impacted the growth rate by [removed: 0.6%.][added: 0.8%]

Cost of [added: uniform] rental [removed: uniforms] and [removed: ancillary products] [added: facility services] increased [removed: 4.6%] [added: 4.4%] compared to fiscal 2014.

Cost of [added: uniform] rental [removed: uniforms] and [removed: ancillary products] [added: facility services] consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, [removed: mops,] shop towels and other ancillary items.

The [added: increase in the] cost of [added: uniform] rental [removed: uniforms] and [removed: ancillary products increase] [added: facility services] compared to fiscal 2014 was due to increased [added: Uniform] Rental [removed: Uniforms] and [removed: Ancillary Products] [added: Facility Services reportable] operating segment sales volume.

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

Cost of other services [removed: decreased 16.2% in fiscal 2015] [added: increased 5.0%] compared to fiscal 2014.

The [removed: decrease] [added: increase from fiscal 2014] was primarily due to [removed: the deconsolidation of Shredding partially offset by increases resulting from higher] [added: increased] First [removed: Aid, Safety] [added: Aid] and [removed: Fire Protection] [added: Safety] Services [added: reportable] operating segment sales volume.

[removed: Also during] [added: During] fiscal 2015, Cintas sold stock in an equity method investment.

Income before income taxes was [removed: $658.3] [added: $653.3] million, an increase of [removed: $53.2] [added: $116.2] million, or [removed: 8.8%,] [added: 21.6%,] compared to fiscal 2014.

Cintas helps more than 900,000 businesses of all types and sizes, primarily in North America, as well as Latin America, Europe and Asia, get Ready™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best.

With products and services including uniforms, floor care, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety and compliance training, Cintas helps customers get Ready for the Workday™.

GAAP requires companies to evaluate their reportable operating segments periodically and when certain events occur.

As a result of a recent evaluation, effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating segments in light of certain changes in its business including the acquisition of ZEE in the first quarter of fiscal 2016.

Cintas’ updated reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services.

In addition to these rental items, restroom cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our customers on route are included within this reportable operating segment.

The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services.

The remainder of Cintas’ business, which consists primarily of Fire Protection Services and its Direct Sale business, is included in All Other.

All prior fiscal year results presented in the table on page 15 have been recast to reflect these new reportable operating segments.

Prior to June 1, 2015, Cintas classified its business into the following three reportable operating segments: the Rental Uniforms and Ancillary Products operating segment consisted of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.

Shred-it and the results of Shredding are classified as discontinued operations for all periods presented as a result of selling the investment during fiscal 2016.

During fiscal 2015, Cintas sold Storage and, as a result, its operations are also classified as discontinued operations for all periods presented.

Shredding and Storage were previously included in the former Document Management Services reportable operating segment.

| Uniform Rental and Facility Services | 77.0 | % | | 79.1 | % | | 78.8 | % |

| First Aid and Safety Services | 9.4 | % | | 7.3 | % | | 7.0 | % |

| All Other | 13.6 | % | | 13.6 | % | | 14.2 | % |

| Uniform Rental and Facility Services | 55.8 | % | | 56.7 | % | | 58.2 | % |

| First Aid and Safety Services | 57.3 | % | | 53.4 | % | | 53.8 | % |

| All Other | 60.7 | % | | 61.2 | % | | 61.1 | % |

| Uniform Rental and Facility Services | 44.2 | % | | 43.3 | % | | 41.8 | % |

| First Aid and Safety Services | 42.7 | % | | 46.6 | % | | 46.2 | % |

| All Other | 39.3 | % | | 38.8 | % | | 38.9 | % |

| Uniform Rental and Facility Services | 26.4 | % | | 26.2 | % | | 26.0 | % |

| First Aid and Safety Services | 31.9 | % | | 32.8 | % | | 32.6 | % |

| All Other | 30.4 | % | | 31.4 | % | | 32.1 | % |

| Income from continuing operations before income taxes | 14.6 | % | | 14.6 | % | | 12.8 | % |

| (2) | Cintas' reportable operating segments changed effective June 1, 2015. All prior fiscal periods have been recast to reflect that change. |

Fiscal 2016 Compared to Fiscal 2015

Fiscal 2016 total revenue was $4.9 billion, an increase of 9.6% over the prior fiscal year.

Total revenue was positively impacted by 2.7% due to acquisitions and 0.9% due to two more workdays in fiscal 2016 compared to fiscal 2015.

Revenue was positively impacted by 0.3% due to acquisitions and 0.8% due to two more workdays in fiscal 2016 compared to the same period in the prior fiscal year.

Revenue increased organically by 8.0% due primarily to improved sales representative productivity.

Acquisitions positively impacted the growth rate by 11.8%, and two more workdays in fiscal 2016 positively impacted growth by 1.0% compared to fiscal 2015.

Cost of uniform rental and facility services increased 4.9% compared to fiscal 2015.

The increase was primarily related to the increased sales volumes in the First Aid and Safety Services segment and All Other.

The decrease in net interest expense is primarily due to the capitalization of $1.1 million of interest in fiscal year 2016 versus $0.6 million of interest in fiscal 2015.

The decrease in fiscal 2016 was primarily the result of the benefit derived from the closing of a prior-year Federal tax audit.

The decrease in weighted average common shares outstanding resulted from purchasing 8.7 million shares of common stock under the January 13, 2015 and August 4, 2015 share buyback programs since the beginning of the fiscal 2016.

Uniform Rental and Facility Services Reportable Operating Segment

Uniform Rental and Facility Services reportable operating segment revenue increased $238.0 million, or 6.7%, and the cost of uniform rental and facility services increased $99.2 million, or 4.9%.

Cintas provides highly specialized products and services to businesses of all types primarily throughout North America, as well as Latin America, Europe and Asia.

We bring value to our customers by helping them provide a cleaner, safer and more pleasant atmosphere for their customers and employees.

Our products and services are designed to improve our customers' images.

We also help our customers protect their employees and their company by enhancing workplace safety and helping to ensure legal compliance in key areas of their business.

Effective August 31, 2014, Cintas classifies its businesses into three operating segments based on the types of products and services provided.

Previously, Cintas classified its businesses into four operating segments.

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

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

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

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.

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

| | | | | | | | | |

| Rental Uniforms and Ancillary Products | 77.2 | % | | 72.1 | % | | 71.7 | % |

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

| First Aid, Safety and Fire Protection Services | 12.7 | % | | 11.5 | % | | 10.8 | % |

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

| Rental Uniforms and Ancillary Products | 55.4 | % | | 56.7 | % | | 57.7 | % |

| Uniform Direct Sales | 71.5 | % | | 71.5 | % | | 70.7 | % |

| First Aid, Safety and Fire Protection Services | 55.9 | % | | 56.2 | % | | 56.7 | % |

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

| Rental Uniforms and Ancillary Products | 44.6 | % | | 43.3 | % | | 42.3 | % |

| Uniform Direct Sales | 28.5 | % | | 28.5 | % | | 29.3 | % |

| First Aid, Safety and Fire Protection Services | 44.1 | % | | 43.8 | % | | 43.3 | % |

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

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

| Uniform Direct Sales | 18.8 | % | | 18.3 | % | | 17.7 | % |

| First Aid, Safety and Fire Protection Services | 33.6 | % | | 34.3 | % | | 33.9 | % |

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

| Gain on deconsolidation of Shredding, net of impairment charges and other transaction costs | 0.1 | % | | 1.4 | % | | — | % |

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

| (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. |

On April 30, 2014, Cintas completed the Shredding Transaction with Shred-it to combine Cintas’ Shredding with Shred-it’s shredding business (the "Shredding Transaction").

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

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

| | | |

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

Revenue increased organically by 5.0%.

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.

The [added: Uniform] Rental [removed: Uniforms] and [removed: Ancillary Products] [added: Facility Services reportable] operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.

In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services [removed: are] [added: were] also provided within this operating segment.

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

The First [removed: Aid,] [added: Aid and] Safety and Fire Protection Services operating segment [removed: consists] [added: consisted] of first [removed: aid,] [added: aid and] safety [added: products] and [added: services, and] fire protection products and services.

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

[removed: Additionally, effective August 31, 2014, Storage is reported as a discontinued operation] [added: In accordance with the applicable accounting guidance] for [removed: all periods presented] [added: the disposal of long-lived assets] and [removed: has] [added: discontinued operations, the results of Shredding and Storage have] been excluded from [added: both] continuing operations and [removed: from] operating segment results for all periods presented.

Please see Note [removed: 17] [added: 16] entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information.

We provide our products and services to over [removed: one million] [added: 900,000] businesses of all types — from small service and manufacturing companies to major corporations that employ thousands of people.

The following table sets forth Cintas' total revenue and the revenue derived from each [added: reportable] operating [removed: segment:][added: segment and All Other:]

| Fiscal Year Ended May 31, (in thousands) [removed: (1)] | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015(1)(2)] | | | | [removed: 2013] [added: 2014(1)(2)] | | |

| (1) | The figures for [removed: all years] [added: fiscal 2015 and 2014] presented reflect the change in classification of [added: Shredding and] Storage to discontinued operations within the Consolidated Statements of Income. See Note [removed: 17] [added: 16] entitled Discontinued Operations of "Notes to Consolidated Financial Statements." |

Additional information regarding each [added: reportable] operating segment [added: and All Other] is also included in Note [removed: 15] [added: 14] entitled Operating Segment Information of "Notes to Consolidated Financial Statements."

The primary markets served by all Cintas [removed: operating segments] [added: businesses] are local in nature and highly fragmented.

Product, design, price, quality, service and convenience to the customer are the competitive elements in each of our [removed: operating segments.][added: businesses.]

Within the [added: Uniform] Rental [removed: Uniforms] and [removed: Ancillary Products] [added: Facility Services reportable] operating segment, Cintas provides its products and services to customers via local delivery routes originating from rental processing plants and branches.

Within the [removed: Uniform Direct Sales and] First [removed: Aid, Safety] [added: Aid] and [removed: Fire Protection] [added: Safety] Services [added: reportable] operating [removed: segments,] [added: segment and All Other,] Cintas provides its products and services via its distribution network and local delivery routes or local representatives.

In total, Cintas has approximately [removed: 8,000] [added: 9,000] local delivery routes, [removed: 364] [added: 377] operational facilities and eight distribution centers.

At May 31, [removed: 2015,] [added: 2016,] Cintas employed approximately [removed: 32,000] [added: 35,000] employees, of which approximately 200 were represented by labor unions.

Environmental spending related to water treatment and waste removal was approximately [removed: $12] [added: $13] million in fiscal [removed: 2015] [added: 2016] and approximately [removed: $21] [added: $12] million in fiscal [removed: 2014.][added: 2015.]

Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $4] [added: $3] million in fiscal [removed: 2015,] [added: 2016] and [removed: there were no capital expenditures] [added: approximately $4 million] in fiscal [removed: 2014.][added: 2015.]

Cintas Corporation (Cintas, Company, we, us or our), a Washington corporation, helps more than 900,000 businesses of all types and sizes, primarily in North America, as well as Latin America, Europe and Asia, get Ready™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best.

With products and services including uniforms, floor care, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety and compliance training, Cintas helps customers get Ready for the Workday™.

U.S. Generally Accepted Accounting Principles (GAAP) requires companies to evaluate their reportable operating segments periodically and when certain events occur.

As a result of a recent evaluation, effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating segments in light of certain changes in its business including the acquisition of ZEE Medical Inc. (ZEE) in the first quarter of fiscal 2016.

Cintas’ updated reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services.

In addition to these rental items, restroom cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our customers on route are included within this reportable operating segment.

The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services.

The remainder of Cintas’ business, which consists primarily of Fire Protection Services and its Direct Sale business, is included in All Other.

Prior to June 1, 2015, Cintas classified its business into the following three reportable operating segments: the Rental Uniforms and Ancillary Products operating segment consisted of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.

Pursuant to the Shredding Transaction, the newly formed partnership (the Shred-it Partnership) was owned 42% by Cintas and 58% by the shareholders of Shred-it International Inc. Cintas' investment in the Shred-it Partnership (Shred-it) and the results of Shredding are classified as discontinued operations for all periods presented as a result of selling the investment during fiscal 2016.

During fiscal 2015, Cintas sold the storage business (Storage) and, as a result, its operations are also classified as discontinued operations for all periods presented.

Shredding and Storage were previously included in the former Document Management Services reportable operating segment.

| Uniform Rental and Facility Services | $ | 3,777,801 | | | $ | 3,539,843 | | | $ | 3,304,635 | |

| First Aid and Safety Services | 461,783 | | | | 326,593 | | | | 294,966 | | |

| All Other | 665,874 | | | | 610,450 | | | | 594,243 | | |

| Total Revenue | $ | 4,905,458 | | | $ | 4,476,886 | | | $ | 4,193,844 | |

| (2) | Cintas' reportable operating segments changed effective June 1, 2015. All prior fiscal periods have been recast to reflect that change. |

Cintas Corporation ("Cintas," "Company," "we," "us" or "our"), a Washington corporation, provides highly specialized products and services to businesses of all types primarily throughout North America, as well as Latin America, Europe and Asia.

Cintas' products and services are designed to enhance its customers' images and brand identification, as well as provide a safe and efficient workplace.

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

Previously, Cintas classified its businesses into four operating segments.

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

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 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.

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.

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 quarter ended February 28, 2014.

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

In addition to its 42% ownership of the Shred-it Partnership, Cintas received $180.0 million in cash at the closing of the Shredding Transaction.

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").

| Rental Uniforms and Ancillary Products | $ | 3,454,956 | | | $ | 3,223,930 | | | $ | 3,044,587 | |

| Uniform Direct Sales | 453,653 | | | | 455,485 | | | | 461,328 | | |

| First Aid, Safety and Fire Protection Services | 568,277 | | | | 514,429 | | | | 460,592 | | |

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

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

| (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. |

Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims.

In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.

We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in "Item 8.

Financial Statements and Supplementary Data," in Note 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: 2015] [added: 2016] |

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November [removed: 28, 2014,] [added: 30, 2015,] was [removed: $8,579,254,230] [added: $9,901,161,464] based on a closing sale price of [removed: $73.15] [added: $91.59] per share.

As of June 30, [removed: 2015, 178,170,012] [added: 2016, 179,592,528] shares of the Registrant's Common Stock were issued and [removed: 110,211,359] [added: 104,207,491] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

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10-K 1 ctas531201610k.htm 10-K

| [Part I](#s98E60AD98D599D5A81CE630CF755FD2E) | | |

| [Part II](#s92EADA8F3C0124F82D23630CF881F506) | | |

| [Part IV](#s0DD9E651F689B13AFB53630D014B294F) | | |

10-K 1 ctas531201510k.htm 10-K

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

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

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

Cintas occupies [removed: 377] [added: 385] facilities located in [removed: 286] [added: 288] cities.

Cintas leases [removed: 184] [added: 199] of these facilities for various terms ranging from monthly to the year [removed: 2027.][added: 2028.]

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

Cintas owns or leases approximately [removed: 13,600] [added: 13,800] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Branches | [removed: 111] [added: 117] | | |

| First [removed: Aid, Safety] [added: Aid] and [removed: Fire Protection] [added: Safety] Facilities | [removed: 68] [added: 41] | | |

Rental processing plants, rental branches, distribution centers and manufacturing facilities are used in Cintas' [added: Uniform] Rental [removed: Uniforms] and [removed: Ancillary Products] [added: Facility Services reportable] operating segment.

Rental processing plants, rental branches, [removed: distribution centers, manufacturing facilities] [added: first aid] and [added: safety facilities, fire protection facilities,] direct sales [removed: offices] [added: offices, distribution centers and manufacturing facilities] are all [removed: used in] [added: utilized by] the [removed: Uniform Direct Sales operating segment.][added: businesses included in All Other.]

First [removed: aid, safety] [added: aid] and [removed: fire protection] [added: safety] facilities, rental processing [removed: facilities] [added: plants] and distribution centers are used in the First [removed: Aid, Safety] [added: Aid] and [removed: Fire Protection] [added: Safety] Services [added: reportable] operating segment.

| All Other Facilities | 49 | | |

| Total | 385 | | |

| Direct Sales Offices | 15 | | |

| 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.

At May 31, [removed: 2015,] [added: 2016,] there were approximately 2,000 shareholders on record of Cintas' common stock.

Cintas believes that this represents approximately [removed: 46,000] [added: 50,000] beneficial owners.

Dividends on Cintas' outstanding common stock have been paid annually and amounted to [removed: $1.70] [added: $1.05] per share, [removed: $0.77] [added: $1.70] per [removed: share,] [added: share] and [removed: $0.64] [added: $0.77] per share in fiscal [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

[removed: ][added: ]

(1) On [removed: January 13,] [added: August 4,] 2015, Cintas announced that the Board of Directors authorized a new $500.0 million share buyback program, which does not have an expiration date.

From the inception of the [removed: January 13,] [added: August 4,] 2015 share buyback program through May 31, [removed: 2015,] [added: 2016,] Cintas has purchased a total of [removed: 2.9] [added: 5.6] million shares of Cintas common stock at an average price of [removed: $82.60] [added: $87.85] per share for a total purchase price of [removed: $237.1] [added: $496.3] million.

(2) During March [removed: 2015,] [added: 2016,] Cintas acquired [removed: 1,249] [added: 6,271] shares of Cintas common stock in 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: $82.74] [added: $89.83] per share for a total purchase price of [added: less than] $0.1 million.

(3) During April [removed: 2015,] [added: 2016,] Cintas acquired [removed: 347] [added: 615] shares of Cintas common stock in 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: $81.62] [added: $90.21] per share for a total purchase price of [removed: less than $0.1] [added: $0.6] million.

(4) During May [removed: 2015,] [added: 2016,] Cintas [removed: acquired1,372] [added: acquired 8,360] shares of Cintas common stock in 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: $86.01] [added: $94.80] per share for a total purchase price of [removed: $0.1] [added: $0.8] million.

| Fiscal 2016 | | | | | | | |

| May 2016 | $ | 95.49 | | | $ | 84.32 | |

| February 2016 | 93.64 | | | | 80.00 | | |

| November 2015 | 94.35 | | | | 82.71 | | |

| August 2015 | 89.74 | | | | 78.00 | | |

| March 1 - 31, 2016 (2) | 141,271 | | | $ | 87.88 | | | 135,000 | | | $ | 268.2 | |

| April 1 - 30, 2016 (3) | 966,066 | | | 89.13 | | | | 965,451 | | | 182.1 | | |

| May 1 - 31, 2016 (4) | 1,973,131 | | | 90.83 | | | | 1,964,771 | | | 3.7 | | |

| Total | 3,080,468 | | | $ | 90.16 | | | 3,065,222 | | | $ | 3.7 | |

| 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, 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 Years Ended May 31, | [removed: 2011(1) | | |] 2012(1) | | | 2013(1) | | | [removed: 2014(1)(2)] [added: 2014(1)] | | | 2015(1) | | | [added: 2016(1) | | |] Compound Annual Growth [removed: (2011-2015)] [added: (2012-2016)] | |

| Net Income | [removed: 246,989 | | |] 297,637 | | | 315,442 | | | 374,442 | | | 430,618 | | | [removed: 14.9] [added: 693,520] | [added: | | 23.1 |] % |

| Basic Earnings [removed: (Loss)] Per Share: | | | | | | | | | | | | | | | | | |

| Basic Earnings per Share | [removed: 1.68 | | |] 2.27 | | | 2.53 | | | 3.08 | | | 3.68 | | | [removed: 21.7] [added: 6.30] | [added: | | 28.6 |] % |

| Diluted Earnings [removed: (Loss)] Per Share: | | | | | | | | | | | | | | | | | |

| Diluted Earnings [removed: (Loss)] Per Share | [removed: 1.68 | | |] 2.27 | | | 2.52 | | | 3.05 | | | 3.63 | | | [removed: 21.2] [added: 6.21] | [added: | | 28.1 |] % |

| Dividends Per Share | [removed: 0.49 | | |] 0.54 | | | 0.64 | | | 0.77 | | | 1.70 | | | [removed: 36.5] [added: 1.05] | [added: | | 18.1 |] % |

| Total Assets | [removed: 4,351,940 | | |] 4,165,706 | | | 4,345,632 | | | 4,462,452 | | | 4,192,460 | | | [removed: (0.9] [added: 4,104,393] | [added: | | (0.4 |] )% |

| Shareholders' Equity | [removed: 2,302,649 | | |] 2,139,135 | | | 2,201,492 | | | 2,192,858 | | | 1,932,455 | | | [removed: (4.3] [added: 1,842,659] | [added: | | (3.8 |] )% |

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

| (1) | [removed: 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 [removed: assets,] [added: assets and discontinued operations,] the results of [added: Shred-it, Shredding and] Storage have been excluded from continuing operations for all periods presented. Please see Note [removed: 17] [added: 16] entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information. |

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

| Revenue | 3,761,958 | | | 3,966,507 | | | 4,193,844 | | | 4,476,886 | | | 4,905,458 | | | 6.9 | % |

| Net Income, Continuing Operations | 281,230 | | | 306,336 | | | 337,772 | | | 410,521 | | | 456,941 | | | 12.9 | % |

| Net Income, Discontinued Operations | 16,407 | | | 9,106 | | | 36,670 | | | 20,097 | | | 236,579 | | | 92.8 | % |

| Continuing Operations | 2.15 | | | 2.46 | | | 2.78 | | | 3.51 | | | 4.15 | | | 18.0 | % |

| Discontinued Operations | 0.12 | | | 0.07 | | | 0.30 | | | 0.17 | | | 2.15 | | | 99.5 | % |

| Continuing Operations | 2.15 | | | 2.45 | | | 2.75 | | | 3.46 | | | 4.09 | | | 17.6 | % |

| Discontinued Operations | 0.12 | | | 0.07 | | | 0.30 | | | 0.17 | | | 2.12 | | | 98.8 | % |

| Return on Average Equity (2) | 12.7 | % | | 14.1 | % | | 15.4 | % | | 19.9 | % | | 24.3 | % | | | |

| 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 | % |

| 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 | % |

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

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

| | |

| --- | --- |

| (2) | On April 30, 2014, the Shredding Transaction was completed with the shareholders of Shred-it to combine Cintas’ Shredding with Shred-it’s shredding business. Under the agreement, Cintas and Shred-it each contributed its 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 Shred-it Partnership, Cintas received $180.0 million in cash at the closing of the Shredding Transaction. The Company realized a $106.4 million gain on deconsolidation of Shredding. 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. Please see Note 9 entitled Acquisitions and Deconsolidations of "Notes to Consolidated Financial Statements" for additional information. |

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

| [Management's Report on Internal Control over Financial [removed: Reporting](#s26B1001BC754459169E452F4E937FCC1)] [added: Reporting](#sA7119B7C90CD6B2A3687630CF9CE413B)] | [removed: [29](#s26B1001BC754459169E452F4E937FCC1)] [added: [28](#sA7119B7C90CD6B2A3687630CF9CE413B)] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s1F3F7C9A7070D70D9E6E52F4E956660C)] [added: Firm](#s49E4624BE1109174C827630CF9F00E32)] | [removed: [30](#s1F3F7C9A7070D70D9E6E52F4E956660C)] [added: [29](#s49E4624BE1109174C827630CF9F00E32)] |

| [Consolidated Statements of [removed: Income](#s94F6B1AC489D0A3C807752F4D9BD6196)] [added: Income](#sDE574F396CF3ABD3E4B1630CDBD03DBC)] | [removed: [32](#s94F6B1AC489D0A3C807752F4D9BD6196)] [added: [31](#sDE574F396CF3ABD3E4B1630CDBD03DBC)] |

| [Consolidated Statements of Comprehensive [removed: Income](#sEC72B5BD207CDC06CE5452F4DA2A49BF)] [added: Income](#sDB1CF31E3BC813D8C3C5630CDB58D350)] | [removed: [33](#sEC72B5BD207CDC06CE5452F4DA2A49BF)] [added: [32](#sDB1CF31E3BC813D8C3C5630CDB58D350)] |

| [Consolidated Balance [removed: Sheets](#sF8ABCF5C2214503F71C752F4D8272D23)] [added: Sheets](#s064B30643DA5E3FB4FDC630CD90B93BF)] | [removed: [34](#sF8ABCF5C2214503F71C752F4D8272D23)] [added: [33](#s064B30643DA5E3FB4FDC630CD90B93BF)] |

| [Consolidated Statements of Shareholders' [removed: Equity](#s9FD9964D01BB5BE2DD2F52F4D9FBE4DE)] [added: Equity](#s4843C8DBADE6BD505677630CDB6DA6C2)] | [removed: [35](#s9FD9964D01BB5BE2DD2F52F4D9FBE4DE)] [added: [34](#s4843C8DBADE6BD505677630CDB6DA6C2)] |

| [Consolidated Statements of Cash [removed: Flows](#sDEDA0B592835A405AC0E52F4DAB69987)] [added: Flows](#s321F06C792639BDFCEBB630CDB84F07E)] | [removed: [36](#sDEDA0B592835A405AC0E52F4DAB69987)] [added: [35](#s321F06C792639BDFCEBB630CDB84F07E)] |

| [Notes to Consolidated Financial [removed: Statements](#sAC27FAD188692CE64A6652F4EAC4A9B4)] [added: Statements](#sF05C5005C866FA033880630CFB3EFD21)] | [removed: [37](#sAC27FAD188692CE64A6652F4EAC4A9B4)] [added: [36](#sF05C5005C866FA033880630CFB3EFD21)] |

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: 2015.][added: 2016.]

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2015,] [added: 2016,] 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 Corporation’s internal control over financial reporting as of May 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (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: 2015,] [added: 2016,] 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: 2015] [added: 2016] and [removed: 2014] [added: 2015] 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: 2015] [added: 2016] and our report dated July [removed: 30, 2015] [added: 29, 2016] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] 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: 2015.][added: 2016.]

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: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, [removed: 2015,] [added: 2016,] in conformity with U.S. generally accepted accounting principles.

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: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July [removed: 30, 2015] [added: 29, 2016] expressed an unqualified opinion thereon.

| (In thousands except per share data) | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Selling and administrative expenses | [removed: 1,224,930] [added: 1,348,122] | | | | [removed: 1,264,836] [added: 1,224,930] | | | | [removed: 1,187,331] [added: 1,147,039] | | |

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

| Shredding Transaction costs | — | | | | [removed: 28,481] [added: —] | | | | [removed: —] [added: 26,057] | | |

| Gain on sale of stock of an equity method investment | [removed: 21,739] [added: —] | | | | [removed: —] [added: 21,739] | | | | — | | |

| Interest income | [removed: (339] [added: (896] | | ) | | [removed: (229] [added: (339] | | ) | | [removed: (409] [added: (229] | | ) |

| Interest expense | [removed: 65,161] [added: 64,522] | | | | [removed: 65,822] [added: 65,161] | | | | [removed: 65,712] [added: 65,822] | | |

| Net income | $ | [removed: 430,618] [added: 693,520] | | | $ | [removed: 374,442] [added: 430,618] | | | $ | [removed: 315,442] [added: 374,442] | |

| Basic earnings [removed: (loss)] per share | | | | | | | | | | | |

| Basic earnings per share | $ | [removed: 3.68] [added: 6.30] | | | $ | [removed: 3.08] [added: 3.68] | | | $ | [removed: 2.53] [added: 3.08] | |

| Diluted earnings [removed: (loss)] per share | | | | | | | | | | | |

| Diluted earnings per share | $ | [removed: 3.63] [added: 6.21] | | | $ | [removed: 3.05] [added: 3.63] | | | $ | [removed: 2.52] [added: 3.05] | |

| Dividends declared and paid per share | $ | [removed: 1.70] [added: 1.05] | | | $ | [removed: 0.77] [added: 1.70] | | | $ | [removed: 0.64] [added: 0.77] | |

| (In thousands) | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Foreign currency translation adjustments | [removed: (38,538] [added: (11,933] | | ) | | [removed: (9,787] [added: (38,538] | | ) | | [removed: (1,087] [added: (9,787] | | ) |

| Change in fair value of derivatives | [removed: 37] [added: (12,156] | | [added: )] | | [removed: (228] [added: 37] | | [removed: )] | | [removed: (187] [added: (228] | | ) |

| Other | [removed: (350] [added: (738] | | ) | | [removed: (1,632] [added: (350] | | ) | | [removed: 782] [added: (1,632] | | [added: )] |

| Other comprehensive [removed: (loss) income] [added: loss] | [removed: (36,899] [added: (16,403] | | ) | | [removed: (9,695] [added: (36,899] | | ) | | [removed: 1,460] [added: (9,695] | | [added: )] |

| Comprehensive income | $ | [removed: 393,719] [added: 677,117] | | | $ | [removed: 364,747] [added: 393,719] | | | $ | [removed: 316,902] [added: 364,747] | |

| (In thousands except [added: per] share data) | [added: 2016 | | | |] 2015 | | | | 2014 | | |

| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 417,073 | | | [removed: $] | 513,288 | | [added: | | 352,273 | | |]

| Marketable securities | [removed: 16,081] [added: 70,405] | | | | [removed: —] [added: 16,081] | | |

| Accounts receivable, principally trade, less allowance of [removed: $15,674] [added: $19,604] and [removed: $14,906,] [added: $15,674,] respectively | [removed: 496,130] [added: 563,178] | | | | [removed: 508,427] [added: 496,130] | | |

July 29, 2016

July 29, 2016

| Uniform rental and facility services | $ | 3,777,801 | | | $ | 3,539,843 | | | $ | 3,304,635 | |

| Other | 1,127,657 | | | | 937,043 | | | | 889,209 | | |

| | 4,905,458 | | | | 4,476,886 | | | | 4,193,844 | | |

| Cost of uniform rental and facility services | 2,106,793 | | | | 2,007,632 | | | | 1,922,477 | | |

| Cost of other | 668,795 | | | | 547,917 | | | | 521,608 | | |

| Operating income | 781,748 | | | | 696,407 | | | | 602,720 | | |

| Income before income taxes | 718,122 | | | | 653,324 | | | | 537,127 | | |

| Income taxes | 261,181 | | | | 242,803 | | | | 199,355 | | |

| Income from continuing operations | 456,941 | | | | 410,521 | | | | 337,772 | | |

| Income from discontinued operations, net of tax of $133,712, $11,110 and $34,060, respectively | 236,579 | | | | 20,097 | | | | 36,670 | | |

| Continuing operations | $ | 4.15 | | | $ | 3.51 | | | $ | 2.78 | |

| Discontinued operations | 2.15 | | | | 0.17 | | | | 0.30 | | |

| Continuing operations | $ | 4.09 | | | $ | 3.46 | | | $ | 2.75 | |

| Discontinued operations | 2.12 | | | | 0.17 | | | | 0.30 | | |

| Net income | $ | 693,520 | | | $ | 430,618 | | | $ | 374,442 | |

| Cumulative translation adjustment on Shred-it | 6,472 | | | | — | | | | — | | |

| (In thousands except share data) | 2016 | | | | 2015 | | |

| Cash and cash equivalents | $ | 139,357 | | | $ | 417,073 | |

| | $ | 4,104,393 | | | $ | 4,192,460 | |

| Total current liabilities | 815,555 | | | | 508,669 | | |

| Deferred income taxes | 259,475 | | | | 339,327 | | |

| Total long-term liabilities | 1,446,179 | | | | 1,751,336 | | |

| 2016: 179,598,516 shares issued and 104,213,479 shares outstanding | | | | | | | |

| 2016: 75,385,037 shares | | | | | | | |

| | $ | 4,104,393 | | | $ | 4,192,460 | |

| Net income | — | | | — | | | | — | | | | 693,520 | | | | — | | | | — | | | — | | | | 693,520 | | |

| Dividends | — | | | — | | | | — | | | | (115,273 | | ) | | — | | | | — | | | — | | | | (115,273 | | ) |

| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (8,971 | ) | | (780,151 | | ) | | (780,151 | | ) |

| Other | — | | | — | | | | 20,992 | | | | — | | | | — | | | | — | | | — | | | | 20,992 | | |

| Balance at May 31, 2016 | 179,598 | | | $ | 409,682 | | | $ | 205,260 | | | $ | 4,805,867 | | | $ | (24,874 | ) | | (75,385 | ) | | $ | (3,553,276 | ) | | $ | 1,842,659 | |

| Net income | $ | 693,520 | | | $ | 430,618 | | | $ | 374,442 | |

| Loss (gain) on Shred-it | 24,288 | | | | 3,851 | | | | (108,441 | | ) |

| Gain on sale of Shred-it | (378,359 | | ) | | — | | | | — | | |

With products and services including uniforms, floor care, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety and compliance training, Cintas helps customers get Ready for the Workday™.

U.S. Generally Accepted Accounting Principles (GAAP) requires companies to evaluate their reportable operating segments periodically and when certain events occur.

As a result of a recent evaluation, effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating segments in light of certain changes in its business, including the acquisition of ZEE Medical Inc. (ZEE) in the first quarter of fiscal 2016.

Cintas’ updated reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services.

The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.

July 30, 2015

| Rental uniforms and ancillary products | $ | 3,454,956 | | | $ | 3,223,930 | | | $ | 3,044,587 | |

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

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

| Cost of rental uniforms and ancillary products | 1,913,466 | | | | 1,829,427 | | | | 1,756,297 | | |

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

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

| Gain on deconsolidation of Shredding | 4,952 | | | | 106,441 | | | | — | | |

| 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 | |

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

| Deferred tax liability | 112,389 | | | | 88,845 | | |

| Total current liabilities | 621,058 | | | | 630,131 | | |

| Deferred income taxes | 226,938 | | | | 246,044 | | |

| Total long-term liabilities | 1,638,947 | | | | 1,639,463 | | |

| 2014: 176,378,412 shares issued and 117,037,784 shares outstanding | 329,248 | | | | 251,753 | | |

| 2014: 59,340,628 shares | (2,773,125 | | ) | | (2,221,155 | | ) |

| Balance at June 1, 2012 | 173,746 | | | $ | 148,255 | | | $ | 107,019 | | | $ | 3,482,073 | | | $ | 36,663 | | | (47,226 | ) | | $ | (1,634,875 | ) | | $ | 2,139,135 | |

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

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

| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (5,279 | ) | | (215,681 | | ) | | (215,681 | | ) |

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

| Gain on deconsolidation of Shredding | (4,952 | | ) | | (106,441 | | ) | | — | | |

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

| Shredding Transaction costs | — | | | | 26,057 | | | | — | | |

| Income taxes, current | (6,832 | | ) | | 15,213 | | | | 12,028 | | |

| Cash and cash equivalents at beginning of year | 513,288 | | | | 352,273 | | | | 339,825 | | |

Cintas is 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, and first aid, safety and fire protection products and services.

Cintas' products and services are designed to enhance its customers' images and to provide additional safety and protection in the workplace.

Previously, Cintas classified its businesses into four operating segments.

The Document Management Services operating segment is no longer considered an operating segment for fiscal 2015 and beyond.

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 as previously discussed) and 2013.

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: 2015.][added: 2016.]

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: 2015,] [added: 2016,] 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: 2015,] [added: 2016,] 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: 2015] [added: 2016] 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 [removed: "Proxy Statement").][added: Proxy Statement).]

[added: Owners and] Management and Related Stockholder Matters

The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2015.][added: 2016.]

(1) Excludes [removed: 2,210,113] [added: 2,603,436] unvested restricted stock units.

| Equity compensation plans approved by shareholders | 8,419,907 | | | $ | 61.83 | | | 7,174,600 | |

| Total | 8,419,907 | | | $ | 61.83 | | | 7,174,600 | |

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

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

| | | | For each of the three years in the period ended May 31, [removed: 2015.] [added: 2016.] |

| 3.2 | | | Amended and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas' [added: Current Report on] Form 8-K dated October 14, 2008.) |

| 4.1 | | | Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Cintas' [added: Annual Report on] Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: February 28, 2005.)] [added: May 31, 2002.)] |

| [removed: 4.3] [added: 4.2] | | | Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated August 17, 2006.) |

| [removed: 4.4] [added: 4.3] | | | Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated December 6, 2007.) |

| [removed: 4.5] [added: 4.4] | | | Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated May 23, 2011.) |

| [removed: 4.6] [added: 4.5] | | | Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas' [added: Current report on] Form 8-K dated May 23, 2011.) |

| [removed: 4.7] [added: 4.6] | | | Form of 3.25% Senior Note due 2022 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated June 8, 2012.) |

| 10.1 | | | Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower, the lenders named in such Credit Agreement and KeyBank National Association, as agent for the lenders (Incorporated by reference to Cintas' [added: Quarterly Report on] Form 10-Q for the quarter ended February 28, 2011.) |

| 10.2 | | | First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of February 24, 2006 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated October 1, 2010.) |

| 10.3 | | | Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of March 16, 2007 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated October 1, 2010.) |

| 10.4 | | | Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 31, 2007 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated October 1, 2010.) |

| 10.5 | | | Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of September 27, 2010 (Incorporated by reference to Cintas' [added: Quarterly Report on] Form 10-Q for the quarter ended February 28, 2011.) |

| 10.6 | | | Fifth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of October 7, 2011 (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated October 7, 2011.) |

| [removed: 10.8] [added: 10.9] | | * | 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: 10.9] [added: 10.10] | | * | 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: 10.10] [added: 10.12] | | * | [removed: 1999 Cintas Corporation Stock Option] [added: Directors' Deferred Compensation] Plan (Incorporated by reference to Cintas' [added: Quarterly Report on] Form 10-Q for the quarter ended November 30, 2000.) |

| [removed: 10.11] [added: 10.12] | | * | Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' [added: Quarterly Report on] Form 10-Q for the quarter ended November 30, [removed: 2001.)] [added: 2000.)] |

| [removed: 10.12] [added: 10.13] | | * | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' [added: Annual Report] Form 10-K for the year ended May 31, 2004.) |

| [removed: 10.13] [added: 10.14] | | * | Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Cintas' [added: Quarterly Report on] Form 10-Q for the quarter ended February 28, 2005.) |

| [removed: 10.14] [added: 10.15] | | * | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2005.) |

| [removed: 10.15] [added: 10.16] | | * | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2005.) |

| [removed: 10.16] [added: 10.17] | | * | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.) |

| [removed: 10.17] [added: 10.18] | | * | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2006.) |

| [removed: 10.18] [added: 10.19] | | * | 2007 Executive Incentive Plan (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2006.) |

| [removed: 10.19] [added: 10.20] | | * | Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2011.) |

| [removed: 10.20] [added: 10.21] | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2011.) |

| [removed: 10.21] [added: 10.22] | | * | Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated July 27, 2012.) |

| [removed: 10.22] [added: 10.23] | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' [added: Current Report on] Form 8-K dated July 27, 2012.) |

| [removed: 10.23] [added: 10.24] | | * | Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Exhibit 10.4 to Cintas' [added: Current Report on] Form 8-K dated October 23, 2013.) |

| [removed: 10.24] [added: 10.25] | | * | 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.) |

| [removed: 10.25] [added: 10.26] | | * | Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' [added: Current Report on] Form 8-K dated October 23, 2013.) |

| 14 | | | Code of Ethics (Incorporated by reference to Cintas' [added: Annual Report on] Form 10-K for the year ended May 31, 2004.) |

DATE SIGNED: July [removed: 30, 2015][added: 29, 2016]

| /s/ | Robert J. Kohlhepp Robert J. Kohlhepp | | Chairman of the Board of Directors | | July [removed: 30, 2015] [added: 29, 2016] |

| /s/ | Scott D. Farmer Scott D. Farmer | | Chief Executive Officer and Director (Principal Executive Officer) | | July [removed: 30, 2015] [added: 29, 2016] |

| /s/ | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July [removed: 30, 2015] [added: 29, 2016] |

| /s/ | John F. Barrett John F. Barrett | | Director | | July [removed: 30, 2015] [added: 29, 2016] |

| /s/ | James J. Johnson James J. Johnson | | Director | | July [removed: 30, 2015] [added: 29, 2016] |

| /s/ | J. Michael Hansen J. Michael Hansen | | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July [removed: 30, 2015] [added: 29, 2016] |

| 2.2 | | * | Securities Purchase Agreement, dated as of July 15, 2015, by and among Cintas, Shred-it International Inc., Stericycle, Inc. and the other parties thereto (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated October 1, 2015.) |

| 10.8 | | | Seventh Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of June 23, 2016 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated June 28, 2016.) |

| 10.11 | | * | 1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Registration Statement No. 333-44654 on form S-8 filed under the Securities Act of 1933.) |

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

| May 31, 2016 | $ | 15,674 | | | $ | 8,646 | | | $ | 4,716 | | | $ | 19,604 | |

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

| May 31, 2016 | $ | 30,707 | | | $ | 5,219 | | | $ | 3,010 | | | $ | 32,916 | |

| 2.2 | | * | Securities Purchase Agreement, dated as of July 15, 2015, by and among Cintas, Shred-it International Inc., Stericycle, Inc. and the other parties thereto (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated October 1, 2015.) |

| 3.2 | | | Amended and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas' Current Report on Form 8-K dated October 14, 2008.) |

| 4.1 | | | Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2002.) |

| 4.2 | | | Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas' Current Report on Form 8-K dated August 17, 2006.) |

| 4.3 | | | Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas' Current Report on Form 8-K dated December 6, 2007.) |

| 4.4 | | | Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas' Current Report on Form 8-K dated May 23, 2011.) |

| 4.5 | | | Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas' Current report on Form 8-K dated May 23, 2011.) |

| 4.6 | | | Form of 3.25% Senior Note due 2022 (Incorporated by reference to Cintas' Current Report on Form 8-K dated June 8, 2012.) |

| 10.1 | | | Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower, the lenders named in such Credit Agreement and KeyBank National Association, as agent for the lenders (Incorporated by reference to Cintas' Quarterly Report on Form 10-Q for the quarter ended February 28, 2011.) |

| 10.2 | | | First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of February 24, 2006 (Incorporated by reference to Cintas' Current Report on Form 8-K dated October 1, 2010.) |

| 10.3 | | | Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of March 16, 2007 (Incorporated by reference to Cintas' Current Report on Form 8-K dated October 1, 2010.) |

| 10.4 | | | Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 31, 2007 (Incorporated by reference to Cintas' Current Report on Form 8-K dated October 1, 2010.) |

| 10.5 | | | Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of September 27, 2010 (Incorporated by reference to Cintas' Quarterly Report on Form 10-Q for the quarter ended February 28, 2011.) |

| 10.6 | | | Fifth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of October 7, 2011 (Incorporated by reference to Cintas' Current Report on Form 8-K dated October 7, 2011.) |

| 10.8 | | | Seventh Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of June 23, 2016 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated June 28, 2016.) |

| 10.9 | | * | 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.) |

| 10.10 | | * | 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.) |

| 10.11 | | * | 1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Registration Statement No. 333-44654 on form S-8 filed under the Securities Act of 1933.) |

| 10.13 | | * | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2004.) |

| 10.14 | | * | Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Cintas' Quarterly Report on Form 10-Q for the quarter ended February 28, 2005.) |

| 10.15 | | * | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005.) |

| 10.16 | | * | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005.) |

| 10.17 | | * | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.) |

| 10.18 | | * | Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2006.) |

| 10.20 | | * | Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2011.) |

| 10.21 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2011.) |

| 10.22 | | * | Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Current Report on Form 8-K dated July 27, 2012.) |

| 10.23 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Current Report on Form 8-K dated July 27, 2012.) |

| 10.24 | | * | 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.) |

| 4.2 | | | Form of 6% Senior Note due 2012 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.) |

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| | | | | | Additions | | | | | | | | | | | | | | |

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

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

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