Cintas (CTAS) 10-K risk factor changes: FY2017 vs FY2016

Factors that might cause such a difference include, but are not limited to, [removed: our ability to promptly and effectively integrate acquisitions, including ZEE; our ability to realize any] [added: risks inherent with the G&K transaction in the achievement of cost] synergies [removed: from acquisitions,] [added: and the timing thereof,] including [removed: ZEE;] [added: whether] the [added: G&K transaction will be accretive and within the expected timeframe; 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 [removed: acquisitions;] [added: acquisitions, including G&K;] fluctuations in costs of materials and labor including increased medical [removed: 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 [added: rate] 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; costs of our SAP system implementation; disruptions caused by the inaccessibility of computer systems data, including [removed: cybersercurity] [added: cybersecurity] risks; the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of [removed: products,] [added: 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; [added: and] the reactions of competitors in terms of price and service.

In addition, the success of any [removed: acquisition] [added: acquisition, including the ability to realize anticipated cost synergies,] depends in part on our ability to integrate the acquired company.

The process of integrating acquired [removed: businesses] [added: businesses, including G&K and ZEE,] may involve unforeseen difficulties and may require a disproportionate amount of our management's attention and our financial and other resources.

The failure to [added: identify suitable acquisitions and] successfully integrate these acquired [removed: businesses] [added: businesses,] or to discover [removed: such] liabilities [added: associated with such businesses in the diligence process,] could adversely affect our consolidated results of operations.

[removed: Cintas has] [added: While we believe that our employee relations are good, we have] been and could continue to be the target of a unionization campaign by several unions.

Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, [removed: inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.]

In fiscal years [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] 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 [added: balance sheet items denominated in foreign currencies.]

Changes in laws, regulations and the related [removed: interpretations] [added: interpretations, including any laws or regulations that] may [added: be enacted by the current U.S. presidential administration and Congress, may] alter the landscape in which we do business and may affect our costs of doing business.

However, our computer [added: systems, including the] systems [added: inherited from G&K,] are subject to damage or interruption due to system [removed: conversions,such] [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.

Any disruption caused by the unavailability of our computer systems could adversely affect our sales, could require us to [added: make a significant investment to fix or replace them and, therefore, could adversely affect our consolidated results of operations.]

While we continue to evaluate our internal controls, [added: including those related to the acquired G&K business,] we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future.

If management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, we may not be able to realize anticipated cost synergies resulting from acquisitions and our business could suffer.

Our indebtedness may limit cash flow available to invest in the ongoing needs of our business.

Our outstanding indebtedness, including indebtedness incurred to consummate the G&K transaction, may have negative consequences on our business, such as requiring us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, dividend increases, stock buybacks and other general corporate purposes, as well as increase our vulnerability to adverse economic or industry conditions.

In addition, it may limit our ability to obtain additional financing in the future to enable us to react to changes in our business or industry or place us at a competitive disadvantage compared to businesses in our industry that have less debt.

Failure to preserve positive labor relationships with our employees could adversely affect our consolidated results of operations.

Following the G&K transaction, more of our labor force is unionized.

inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

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.

Unionization campaigns could adversely affect our results of operations.

balance sheet items denominated in foreign currencies.

make a significant investment to fix or replace them and, therefore, could adversely affect our consolidated results of operations.

Cintas helps more than [removed: 900,000] [added: one million] 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.

[added: U. S.] GAAP requires companies to evaluate their reportable operating segments periodically and when certain events occur.

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

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

The First Aid and Safety Services reportable operating [removed: segment] [added: segment, which includes ZEE,] consists of first aid and safety products and services.

The remainder of Cintas’ business, which consists [removed: primarily] of Fire Protection Services and its [added: Uniform] Direct Sale business, is included in All Other.

Revenue and income before income taxes for each of these reportable operating segments for the years ended May 31, [removed: 2016, 2015,] [added: 2017, 2016] and [removed: 2014] [added: 2015] are presented in 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.

[added: In fiscal 2014, Cintas completed its partnership transaction with the shareholders of] Shred-it [added: International Inc. to combine Shredding with the shredding business of Shred-it International Inc. Pursuant to the Shredding Transaction, the Shred-it Partnership was owned 42% by Cintas] and [added: 58% by] the [added: shareholders of Shred-it International Inc. Cintas' investment in 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.

In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of [added: Discontinued Services,] Shredding and Storage have been excluded from both continuing operations and operating segment results for all periods presented.

| | [removed: 2016(1)] [added: 2017(1)] | | | [removed: 2015(1)(2)] [added: 2016(1)] | | | [removed: 2014(1)(2)] [added: 2015(1)] | |

| Uniform Rental and Facility Services | [removed: 77.0] [added: 79.0] | % | | [removed: 79.1] [added: 78.4] | % | | [removed: 78.8] [added: 80.5] | % |

| First Aid and Safety Services | [removed: 9.4] [added: 9.5] | % | | [removed: 7.3] [added: 9.6] | % | | [removed: 7.0] [added: 7.5] | % |

| Uniform Rental and Facility Services | [removed: 55.8] [added: 54.9] | % | | [removed: 56.7] [added: 55.7] | % | | [removed: 58.2] [added: 56.6] | % |

| First Aid and Safety Services | [removed: 57.3] [added: 54.7] | % | | [removed: 53.4] [added: 57.3] | % | | [removed: 53.8] [added: 53.4] | % |

| Total cost of sales | [removed: 56.6] [added: 55.3] | % | | [removed: 57.1] [added: 56.2] | % | | [removed: 58.3] [added: 56.6] | % |

| Uniform Rental and Facility Services | [removed: 44.2] [added: 45.1] | % | | [removed: 43.3] [added: 44.3] | % | | [removed: 41.8] [added: 43.4] | % |

| First Aid and Safety Services | [removed: 42.7] [added: 45.3] | % | | [removed: 46.6] [added: 42.7] | % | | [removed: 46.2] [added: 46.6] | % |

| Total gross margin | [removed: 43.4] [added: 44.7] | % | | [removed: 42.9] [added: 43.8] | % | | [removed: 41.7] [added: 43.4] | % |

| Uniform Rental and Facility Services | [removed: 26.4] [added: 27.1] | % | | [removed: 26.2] [added: 26.5] | % | | [removed: 26.0] [added: 26.2] | % |

| First Aid and Safety Services | [removed: 31.9] [added: 34.9] | % | | [removed: 32.8] [added: 31.9] | % | | [removed: 32.6] [added: 32.8] | % |

| Total selling and administrative expenses | [removed: 27.5] [added: 28.7] | % | | [removed: 27.4] [added: 27.8] | % | | [removed: 27.4] [added: 27.7] | % |

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

| Interest expense, net | [removed: 1.3] [added: 1.6] | % | | [removed: 1.4] [added: 1.3] | % | | 1.5 | % |

| Income from continuing operations before income taxes | [removed: 14.6] [added: 12.9] | % | | [removed: 14.6] [added: 14.7] | % | | [removed: 12.8] [added: 14.7] | % |

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

Fiscal 2016 total revenue was [removed: $4.9] [added: $4.8] billion, an increase of [removed: 9.6%] [added: 9.8%] over the prior fiscal year.

Total revenue was positively impacted by [removed: 2.7%] [added: 2.9%] due to acquisitions and [removed: 0.9%] [added: 0.8%] due to two more workdays in fiscal 2016 compared to fiscal 2015.

Revenue growth was [removed: also] negatively impacted by 0.7% due to foreign currency exchange rate fluctuations.

| First Quarter Ending August 31, 2015 | [removed: 6.8%] [added: 6.9%] |

| Second Quarter Ending November 30, 2015 | [removed: 6.5%] [added: 6.6%] |

| Third Quarter Ending February [removed: 29,] [added: 28,] 2016 | [removed: 6.8%] [added: 7.1%] |

| Fourth Quarter Ending May 31, 2016 | [removed: 6.7%] [added: 6.8%] |

| For the Fiscal Year Ending May 31, [removed: 2016] [added: 2017] | 6.7% |

Revenue from the Uniform Rental and Facility Services reportable operating segment increased [removed: 6.7%] [added: 6.8%] compared to fiscal 2015.

The increase resulted from an organic growth increase in revenue of [removed: 6.4%.][added: 6.9%.]

Revenue [removed: growth] [added: in fiscal 2016] was negatively impacted [removed: 0.8%] [added: by 0.5%] due to foreign currency exchange rate fluctuations.

Revenue was positively impacted by 0.3% due to [removed: acquisitions and] [added: acquisitions,] 0.8% due to two more workdays in fiscal 2016 compared to [removed: the same period in the prior fiscal year.][added: 2015 and negatively impacted by 0.8% due to foreign currency exchange rate fluctuations.]

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased [removed: 20.3%] [added: 21.8%] compared to fiscal 2015.

Revenue increased organically by [removed: 8.0%] [added: 6.1%] due primarily to improved sales representative productivity.

Revenue growth was negatively impacted by [removed: 0.4%] [added: 0.1%] due to foreign currency exchange rate [removed: fluctuations.][added: fluctuations and 0.4% due to one less workday in fiscal 2017 compared to fiscal 2016.]

On March 21, 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of approximately $2.1 billion.

G&K is now a wholly-owned subsidiary of Cintas that will operate within the Uniform Rental and Facility Services operating segment.

To finance the G&K acquisition, Cintas used a combination of new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand.

G&K's results of operations are included in Cintas' consolidated financial statements as of and from the date of acquisition.

At May 31, 2017, Cintas has classified a significant business, referred to as Discontinued Services, as held for sale.

Prior to meeting the held for sale criteria, Discontinued Services was primarily included in All Other.

| All Other | 11.5 | % | | 12.0 | % | | 12.0 | % |

| All Other | 58.3 | % | | 58.6 | % | | 59.1 | % |

| All Other | 41.7 | % | | 41.4 | % | | 40.9 | % |

| All Other | 34.5 | % | | 33.1 | % | | 34.3 | % |

| G&K Services, Inc. transaction and integration expenses | 1.5 | % | | — | % | | — | % |

| | | | | | | | | |

Fiscal 2017 Compared to Fiscal 2016

Total revenue was positively impacted by 4.8% due to acquisitions, primarily through the acquisition of G&K.

Revenue growth was negatively impacted by 0.1% due to foreign currency exchange rate fluctuations and 0.4% due to one less workday in fiscal 2017 compared to the same period in the prior fiscal year.

Revenue was positively impacted by 5.4% due to acquisitions, primarily G&K.

Acquisitions positively impacted revenue by 2.6%.

As a result of the acquisition of G&K in fiscal 2017, the Company incurred various transaction and integration expenses which relate primarily to asset impairment charges, legal and professional fees, employee termination expenses, the write-off of excess inventory and other miscellaneous expenses.

In fiscal 2017, G&K transaction and integration expenses were $79.2 million or 1.5% of total revenue.

The increase in net interest expense is primarily due to the additional debt issued to finance the G&K acquisition and $17.1 million of short-term debt financing fees incurred in connection with the acquisition.

Income before income taxes was $687.4 million, a decrease of $17.9 million, or 2.5%, compared to fiscal 2016.

The decrease in income before income taxes was due to the G&K transaction and integration expenses and the increase in interest expense previously mentioned.

These impacts were partially offset by the increase in gross margin.

The decrease was primarily due to the adoption of Accounting Standard Update (ASU) 2016-09, "Improvements to Employee Share-Based Payment Accounting." The effective tax rate in fiscal 2017 included a benefit of $29.4 million as a result of the adoption of ASU 2016-09.

This benefit was partially offset by the election to recognize forfeitures as they occur, which resulted in additional stock compensation expense of $8.3 million when compared to our historical practice of estimating forfeiture for expense purposes.

The adoption of ASU 2016-09 also resulted in an increase in the effect of dilutive securities in fiscal 2017 of 0.8 million shares.

For fiscal 2017, the net impact on diluted earnings per share from the adoption of ASU 2016-09 was an increase of $0.19 per share over what diluted earnings per share would have been if ASU 2016-09 was not adopted in the current year.

The increase in selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment is primarily related to the G&K acquisition.

As a result of the G&K acquisition, the Uniform Rental and Facility Services reportable operating segment incurred $79.2 million of transaction and integration expenses.

These expenses consisted of the following: asset impairment charges of $23.3 million, legal and professional fees directly related to the acquisition of $17.4 million, employee termination expenses recognized under ASC Topic 712, "Compensation - Nonretirement Postemployment Benefits" of $31.0 million, write-off of excess inventory of $5.5 million and $2.0 million of other miscellaneous integration expenses.

Income before income taxes as a percent of revenue, at 16.1%, decreased 180 basis points from 17.9% in fiscal 2016.

The decrease is primarily due to the G&K transaction and integration expenses mentioned above.

Revenue growth was positively impacted by 4.6% due to acquisitions.

One less workday in fiscal 2017 compared to the prior year negatively impacted growth by 0.4%.

The increase in gross margin was due to the benefits realized as a result of the integration of ZEE.

These benefits included improved delivery efficiencies and improved sourcing of goods.

Selling and administrative expenses for the First Aid and Safety Services reportable operating segment increased by $29.9 million, or 20.3%, in fiscal 2017 compared to fiscal 2016.

Selling and administrative expenses as a percent of

revenue were 34.9% in fiscal 2017 compared to 31.9% in fiscal 2016.

The increase in selling and administrative expenses is primarily the result of the investment in selling resources to grow the acquired ZEE customer base and increases in various employee-partner related expenses.

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.

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

The Uniform Direct Sales operating segment consisted of the direct sale of uniforms and related items.

The First Aid and Safety and Fire Protection Services operating segment consisted of first aid and safety products and services, and fire protection products and services.

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

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

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

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

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

| | |

| --- | --- |

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

The increase in income before income taxes was due primarily to revenue growing at a faster rate than expenses.

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

This increase is primarily due to the increase in gross margin discussed above.

Fiscal 2015 Compared to Fiscal 2014

Acquisitions positively impacted the growth rate by 0.1%.

Revenue in fiscal 2015 was negatively impacted by 0.3% due to foreign currency exchange rate fluctuations.

Acquisitions positively impacted the growth rate by 0.8%

Operating income of $696.4 million in fiscal 2015 increased $93.7 million, or 15.5%, compared to fiscal 2014.

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.

Revenue in fiscal 2015 was negatively affected by 0.5% due to foreign currency exchange rate changes compared to fiscal 2014.

In addition, lower energy-related expenses increased gross margin 40 basis points.

Income before income taxes as a percent of revenue, at 17.1%, increased from 15.8% in fiscal 2014.

Revenue increased organically by 10.6% due to improvements in sales representative productivity.

Acquisitions resulted in revenue growth of 0.1%.

Energy-related expenses decreased 40 basis points from fiscal 2014 and were the primary driver of gross margin improvement in fiscal 2015.

Selling and administrative expenses increased by $11.0 million, or 11.4%, in fiscal 2015 compared to fiscal 2014 primarily due to an increase in labor and other employee-partner related expenses.

Selling and administrative expenses as a percent of revenue, at 32.8%, increased slightly from 32.6% in fiscal 2014.

Income before income taxes was $45.1 million in fiscal 2015, an increase of $5.2 million, or 13.1%, compared to fiscal 2014.

Income before income taxes as a percent of revenue, at 13.8%, increased from 13.5% in fiscal 2014.

Excluding the impact of this tax payment, net cash provided by operations increased $115.0 million as a result of increased net income, partially offset by changes in working capital.

In addition, there was $35.3 million of cash received from the sale of the Storage real estate assets classified as held for sale at May 31, 2015 and additional consideration received from the sale of Storage in fiscal 2015.

In fiscal 2015, net cash provided by investing activities include $35.2 million cash received from the sale of stock of an equity method investment plus receipt of dividends on the same investment.

The Company sold Storage during fiscal 2015, receiving proceeds, net of cash contributed, of $158.4 million.

Also, during fiscal 2015, net cash provided by investing activities include a dividend received from Shred-it of $113.4 million.

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

These purchases completed the July 30, 2013 share buyback program.

From the inception of the January 13, 2015 share buyback program through September 2015, Cintas purchased a total of 5.9 million shares of Cintas common stock at an average price of $84.07 per share for a total purchase price of $500.0 million.

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.3] [added: $1.1] million.

Cintas Corporation (Cintas, Company, we, us or our), a Washington corporation, helps more than [removed: 900,000] [added: one million] 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.

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

As a result of [removed: a recent evaluation,] [added: our evaluation in fiscal 2016,] 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.

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

The First Aid and Safety Services reportable operating [removed: segment] [added: segment, which includes ZEE,] consists of first aid and safety products and services.

The remainder of Cintas’ business, which consists [removed: primarily] of Fire Protection Services and its [added: Uniform] Direct Sale business, is included in All Other.

In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of [added: Discontinued Services,] Shredding and Storage have been excluded from both continuing operations and operating segment results for all periods presented.

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

| Fiscal Year Ended May 31, (in thousands) | [removed: 2016] [added: 2017] | | | | [removed: 2015(1)(2)] [added: 2016(1)] | | | | [removed: 2014(1)(2)] [added: 2015(1)] | | |

| First Aid and Safety Services | [removed: 461,783] [added: 508,233] | | | | [removed: 326,593] [added: 461,783] | | | | [removed: 294,966] [added: 326,593] | | |

| (1) | The figures for fiscal [removed: 2015] [added: 2016] and [removed: 2014 presented] [added: 2015] reflect the change in classification of [added: Discontinued Services,] Shredding and Storage to discontinued operations within the Consolidated Statements of Income. See Note 16 entitled Discontinued Operations of "Notes to Consolidated Financial Statements." |

In total, Cintas has approximately [removed: 9,000] [added: 11,000] local delivery routes, [removed: 377] [added: 528] operational facilities and [removed: eight] [added: 11] distribution centers.

At May 31, [removed: 2016,] [added: 2017,] Cintas employed approximately [removed: 35,000] [added: 42,000] employees, of which approximately [removed: 200] [added: 1,700] were represented by labor unions.

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

Environmental spending related to water treatment and waste removal was approximately [removed: $13] [added: $14] million in fiscal [removed: 2016] [added: 2017] and approximately [removed: $12] [added: $13] million in fiscal [removed: 2015.][added: 2016.]

Capital expenditures to limit or monitor hazardous substances totaled approximately $3 million in [added: both] fiscal [removed: 2016] [added: 2017] and [removed: approximately $4 million in] fiscal [removed: 2015.][added: 2016.]

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

On March 21, 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of approximately $2.1 billion.

G&K is now a wholly-owned subsidiary of Cintas that will operate within the Uniform Rental and Facility Services operating segment.

To finance the G&K acquisition, Cintas used a combination of new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand.

G&K's results of operations are included in Cintas' consolidated financial statements as of and from the date of acquisition.

At May 31, 2017, Cintas has classified a significant business, referred to as "Discontinued Services", as held for sale.

Prior to meeting the held for sale criteria, Discontinued Services was primarily included in All Other.

| Uniform Rental and Facility Services | $ | 4,202,490 | | | $ | 3,759,524 | | | $ | 3,519,199 | |

| All Other | 612,658 | | | | 574,465 | | | | 523,885 | | |

| Total Revenue | $ | 5,323,381 | | | $ | 4,795,772 | | | $ | 4,369,677 | |

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.

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

The Uniform Direct Sales operating segment consisted of the direct sale of uniforms and related items.

The First Aid and Safety and Fire Protection Services operating segment consisted of first aid and safety products and services, and fire protection products and services.

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 | |

| 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. |

| | For the Fiscal Year Ended May 31, [removed: 2016] [added: 2017] |

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or a] smaller reporting [added: company, or an emerging growth] company.

See the definitions of "large accelerated filer," "accelerated filer," [removed: and] "smaller reporting [added: company", and "emerging growth] company" in Rule 12b-2 of the Exchange Act.

| Large Accelerated Filer | ü | Accelerated Filer | | [removed: Smaller Reporting Company | |] Non-Accelerated Filer | | (Do not check if a smaller reporting company.) |

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2015,] [added: 2016,] was [removed: $9,901,161,464] [added: $12,034,116,433] based on a closing sale price of [removed: $91.59] [added: $114.60] per share.

As of June 30, [removed: 2016, 179,592,528] [added: 2017, 181,027,841] shares of the Registrant's Common Stock were issued and [removed: 104,207,491] [added: 105,435,865] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2016] [added: 2017] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

| [Item [removed: 1.](#sCA8DE5D1060FBD5EF84F630CE45C13F1)] [added: 1.](#s10658E89EF97059F162C82469BCF46BF)] | [removed: [Business](#sCA8DE5D1060FBD5EF84F630CE45C13F1)] [added: [Business](#s10658E89EF97059F162C82469BCF46BF)] | [removed: [3](#sCA8DE5D1060FBD5EF84F630CE45C13F1)] [added: [3](#s10658E89EF97059F162C82469BCF46BF)] |

| [Item [removed: 1A.](#sA0576C045D586CA3D7F3630CF7A70AA8)] [added: 1A.](#s9ABC489F272C1AFF9B2E8246B583FB23)] | [Risk [removed: Factors](#sA0576C045D586CA3D7F3630CF7A70AA8)] [added: Factors](#s9ABC489F272C1AFF9B2E8246B583FB23)] | [removed: [5](#sA0576C045D586CA3D7F3630CF7A70AA8)] [added: [5](#s9ABC489F272C1AFF9B2E8246B583FB23)] |

| [Item [removed: 1B.](#s5F7C95505134AF0BA33B630CF7DA73B4)] [added: 1B.](#s9D1A6EE415319DD227D98246B5A1D429)] | [Unresolved Staff [removed: Comments](#s5F7C95505134AF0BA33B630CF7DA73B4)] [added: Comments](#s9D1A6EE415319DD227D98246B5A1D429)] | [removed: [9](#s5F7C95505134AF0BA33B630CF7DA73B4)] [added: [9](#s9D1A6EE415319DD227D98246B5A1D429)] |

| [Item [removed: 2.](#s5526B182393F8D9308B4630CE5FC65B2)] [added: 2.](#s8B646ED96A668D652D5882469F712CD9)] | [removed: [Properties](#s5526B182393F8D9308B4630CE5FC65B2)] [added: [Properties](#s8B646ED96A668D652D5882469F712CD9)] | [removed: [9](#s5526B182393F8D9308B4630CE5FC65B2)] [added: [10](#s8B646ED96A668D652D5882469F712CD9)] |

| [Item [removed: 3.](#s651A9618A0D8235B5AF6630CF82E13C3)] [added: 3.](#s0032213C966E0FA35AA28246B5FB3EC7)] | [Legal [removed: Proceedings](#s651A9618A0D8235B5AF6630CF82E13C3)] [added: Proceedings](#s0032213C966E0FA35AA28246B5FB3EC7)] | [removed: [9](#s651A9618A0D8235B5AF6630CF82E13C3)] [added: [10](#s0032213C966E0FA35AA28246B5FB3EC7)] |

| [Item [removed: 4.](#s75CDE44F74B1C1DB4A7D630CF84E7D30)] [added: 4.](#s593642722CB76B3BDA668246B62D17BA)] | [Mine Safety [removed: Disclosures](#s75CDE44F74B1C1DB4A7D630CF84E7D30)] [added: Disclosures](#s593642722CB76B3BDA668246B62D17BA)] | [removed: [9](#s75CDE44F74B1C1DB4A7D630CF84E7D30)] [added: [10](#s593642722CB76B3BDA668246B62D17BA)] |

| [Item [removed: 5.](#s77F2EA5659C90A6B1C15630CE37E0944)] [added: 5.](#s764903C96BF93E11392082469EBD19A6)] | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s77F2EA5659C90A6B1C15630CE37E0944)] [added: Securities](#s764903C96BF93E11392082469EBD19A6)] | [removed: [10](#s77F2EA5659C90A6B1C15630CE37E0944)] [added: [11](#s764903C96BF93E11392082469EBD19A6)] |

| [Item [removed: 6.](#sEC19BEA7BC2EF1E0F00D630CE37BED05)] [added: 6.](#s23754BEF9F7407823B2582469ADF08CD)] | [Selected Financial [removed: Data](#sEC19BEA7BC2EF1E0F00D630CE37BED05)] [added: Data](#s23754BEF9F7407823B2582469ADF08CD)] | [removed: [13](#sEC19BEA7BC2EF1E0F00D630CE37BED05)] [added: [14](#s23754BEF9F7407823B2582469ADF08CD)] |

| [Item [removed: 7.](#s5E589ECF7D146CFC1843630CF8F63FB6)] [added: 7.](#s234F73023F5587ED4C9E8246B6CD42E0)] | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s5E589ECF7D146CFC1843630CF8F63FB6)] [added: Operations](#s234F73023F5587ED4C9E8246B6CD42E0)] | [removed: [14](#s5E589ECF7D146CFC1843630CF8F63FB6)] [added: [15](#s234F73023F5587ED4C9E8246B6CD42E0)] |

| [Item [removed: 7A.](#s1BB76EC17AC6FD00924B630CF97B1983)] [added: 7A.](#sAA3956E45F40CE304B608246B7B31707)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s1BB76EC17AC6FD00924B630CF97B1983)] [added: Risk](#sAA3956E45F40CE304B608246B7B31707)] | [removed: [26](#s1BB76EC17AC6FD00924B630CF97B1983)] [added: [28](#sAA3956E45F40CE304B608246B7B31707)] |

| [Item [removed: 8.](#sDEC1686E0DE1C1B9E497630CF99C8375)] [added: 8.](#sE196188F4B7ECFDA2F508246B7BDAF4D)] | [Financial Statements and Supplementary [removed: Data](#sDEC1686E0DE1C1B9E497630CF99C8375)] [added: Data](#sE196188F4B7ECFDA2F508246B7BDAF4D)] | [removed: [27](#sDEC1686E0DE1C1B9E497630CF99C8375)] [added: [29](#sE196188F4B7ECFDA2F508246B7BDAF4D)] |

| [Item [removed: 9.](#sD32EC768F89B8EC61E31630CFFCDE1EF)] [added: 9.](#s3E3D1559AE54660CCDFE8246C127A730)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sD32EC768F89B8EC61E31630CFFCDE1EF)] [added: Disclosure](#s3E3D1559AE54660CCDFE8246C127A730)] | [removed: [73](#sD32EC768F89B8EC61E31630CFFCDE1EF)] [added: [79](#s3E3D1559AE54660CCDFE8246C127A730)] |

| [Item [removed: 9A.](#s848D4757C4080E6401DC630D0016DCC3)] [added: 9A.](#s8DE5AAC3D8C09E4339DF8246C13B9C92)] | [Controls and [removed: Procedures](#s848D4757C4080E6401DC630D0016DCC3)] [added: Procedures](#s8DE5AAC3D8C09E4339DF8246C13B9C92)] | [removed: [73](#s848D4757C4080E6401DC630D0016DCC3)] [added: [79](#s8DE5AAC3D8C09E4339DF8246C13B9C92)] |

| [Item [removed: 9B.](#sDC5D0F731EE5622A2027630D00219FFB)] [added: 9B.](#sA72B2D2BD0CFE4D65D928246C159F79C)] | [Other [removed: Information](#sDC5D0F731EE5622A2027630D00219FFB)] [added: Information](#sA72B2D2BD0CFE4D65D928246C159F79C)] | [removed: [73](#sDC5D0F731EE5622A2027630D00219FFB)] [added: [79](#sA72B2D2BD0CFE4D65D928246C159F79C)] |

| [Part [removed: III](#s5CA792306049C54D0062630D0051B358)] [added: III](#s3449D3C1B37114EE61B78246C18BD5A8)] | | |

| [Item [removed: 10.](#s44BA5684613C35502386630D00720160)] [added: 10.](#s0DC0DFCDD33EE086707B8246C1B3AAD9)] | [Directors, Executive Officers and Corporate [removed: Governance](#s44BA5684613C35502386630D00720160)] [added: Governance](#s0DC0DFCDD33EE086707B8246C1B3AAD9)] | [removed: [74](#s44BA5684613C35502386630D00720160)] [added: [80](#s0DC0DFCDD33EE086707B8246C1B3AAD9)] |

| [Item [removed: 11.](#s99388BFBC0719F9B6C9E630D00A45D06)] [added: 11.](#sD42D328A575D6801A3018246C1E5C3BC)] | [Executive [removed: Compensation](#s99388BFBC0719F9B6C9E630D00A45D06)] [added: Compensation](#sD42D328A575D6801A3018246C1E5C3BC)] | [removed: [74](#s99388BFBC0719F9B6C9E630D00A45D06)] [added: [80](#sD42D328A575D6801A3018246C1E5C3BC)] |

| [Item [removed: 12.](#s193E92158CD99AF49F72630CE3D9D5DB)] [added: 12.](#sE78D3D88E5F1C2D70DF982469C7951C1)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s193E92158CD99AF49F72630CE3D9D5DB)] [added: Matters](#sE78D3D88E5F1C2D70DF982469C7951C1)] | [removed: [74](#s193E92158CD99AF49F72630CE3D9D5DB)] [added: [80](#sE78D3D88E5F1C2D70DF982469C7951C1)] |

| [Item [removed: 13.](#s175AB8C24DA666259DE4630D00F86975)] [added: 13.](#s81EB6491F5DF2C7088378246C2353402)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s175AB8C24DA666259DE4630D00F86975)] [added: Independence](#s81EB6491F5DF2C7088378246C2353402)] | [removed: [74](#s175AB8C24DA666259DE4630D00F86975)] [added: [80](#s81EB6491F5DF2C7088378246C2353402)] |

| [Item [removed: 14.](#sE6FA0358E233029142A2630D01186B69)] [added: 14.](#sC8A2AFFB51B80A8A98838246C2533D37)] | [Principal Accountant Fees and [removed: Services](#sE6FA0358E233029142A2630D01186B69)] [added: Services](#sC8A2AFFB51B80A8A98838246C2533D37)] | [removed: [74](#sE6FA0358E233029142A2630D01186B69)] [added: [80](#sC8A2AFFB51B80A8A98838246C2533D37)] |

| [Item [removed: 15.](#sD93885FD366337696EF2630D016C2578)] [added: 15.](#s97A09AD38477BBA0878F8246C2ADF910)] | [Exhibits and Financial Statement [removed: Schedules](#sD93885FD366337696EF2630D016C2578)] [added: Schedules](#s97A09AD38477BBA0878F8246C2ADF910)] | [removed: [75](#sD93885FD366337696EF2630D016C2578)] [added: [81](#s97A09AD38477BBA0878F8246C2ADF910)] |

10-K 1 ctas531201710k.htm 10-K

| | | | | | | |

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

| | | | | | | |

| Smaller Reporting Company | | Emerging Growth Company | | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [Part I](#s77F3642068605AA2F4FF8246B5335A15) | | |

| [Part II](#s1C88194ED04428EBC6648246B64B22D2) | | |

| [Part IV](#s54F91130499A614FAEE28246C28501FD) | | |

| | | |

| [Item 16.](#sC8A2AFFB51B80A8A98838246C2533D37) | [Form 10-K Summary](#s97A09AD38477BBA0878F8246C2ADF910) | [82](#s406f9e312c924594b87638e1cff6b8f1) |

10-K 1 ctas531201610k.htm 10-K

| | |

| | | | | | | | | |

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

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

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

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

Cintas occupies [removed: 385] [added: 539] facilities located in [removed: 288] [added: 345] cities.

Cintas leases [removed: 199] [added: 295] of these facilities for various terms ranging from monthly to the year [removed: 2028.][added: 2032.]

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

All [removed: other] [added: remaining] facilities are owned.

Cintas operates [removed: eight] [added: 11] distribution centers and [removed: five] [added: six] manufacturing facilities.

Cintas owns or leases approximately [removed: 13,800] [added: 19,200] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Processing Plants | [removed: 165] [added: 217] | | |

| Rental Branches | [removed: 117] [added: 203] | | |

| First Aid and Safety Facilities | [removed: 41] [added: 53] | | |

| Distribution Centers | [removed: 8] [added: 11] | | [removed: *] [added: (1)] |

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

[removed: *] [added: (1)] Includes the principal executive office, which is attached to the distribution center in Cincinnati, Ohio.

| Total | 539 | | |

| Total | 385 | | |

At May 31, [removed: 2016,] [added: 2017,] there were approximately 2,000 shareholders on record of Cintas' common stock.

Cintas believes that this represents approximately [removed: 50,000] [added: 62,000] beneficial owners.

Dividends on Cintas' outstanding common stock have been paid annually and amounted to [removed: $1.05] [added: $1.33] per share, [removed: $1.70] [added: $1.05] per share and [removed: $0.77] [added: $1.70] per share in fiscal [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

The following graph summarizes the cumulative return on $100 invested in Cintas' common stock, the S&P 500 Stock [removed: Index and] [added: Index,] the common stocks of a selected peer group of [removed: companies.][added: companies Because our products and services are diverse, Cintas does not believe that any single published industry index is appropriate for comparing shareholder return.]

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

[removed: The companies included in] [added: Prior to fiscal 2017, Cintas compared its common stock returns to] the [removed: Peer Group are] [added: following publicly traded companies:] G & K Services, Inc., UniFirst Corporation, ABM [removed: Industries, Inc.,] [added: Industries] and Iron Mountain, Inc. [added: (Old Peer Group).]

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

[removed: ][added: ]

(1) On August [removed: 4, 2015,] [added: 6, 2016,] Cintas announced that the Board of Directors authorized a [removed: new] $500.0 million share buyback program, which does not have an expiration date.

(2) During March [removed: 2016,] [added: 2017,] Cintas acquired [removed: 6,271] [added: 937] 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: $90.21] [added: $126.20] per share for a total purchase price of [removed: $0.6] [added: $0.1] million.

(3) During April [removed: 2016,] [added: 2017,] Cintas acquired [removed: 615] [added: 689] 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: $89.83] [added: $125.11] per share for a total purchase price of less than $0.1 million.

(4) During May [removed: 2016,] [added: 2017,] Cintas acquired [removed: 8,360] [added: 3,704] 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: $94.80] [added: $124.75] per share for a total purchase price of [removed: $0.8] [added: $0.5] million.

| Fiscal 2017 | | | | | | | |

| May 2017 | $ | 128.85 | | | $ | 117.21 | |

| February 2017 | 122.21 | | | | 112.96 | | |

| November 2016 | 119.94 | | | | 102.07 | | |

| August 2016 | 117.69 | | | | 91.24 | | |

In fiscal 2016, Cintas completed the sale of the businesses within the former Document Management Services operating segment.

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

The companies included in the New Peer Group are UniFirst Corporation, ABM Industries and Rollins, Inc. Rollins, Inc. was added to the New Peer Group because it is a route based provider of products and services with similar characteristics as Cintas.

(1) The Old Peer Group previously included G&K Services, Inc. but has been excluded from the Old Peer Group herein due to our acquisition of G&K Services, Inc. during fiscal 2017.

| March 1 - 31, 2017 (2) | 937 | | | $ | 126.20 | | | — | | | $ | 500.0 | |

| April 1 - 30, 2017 (3) | 689 | | | 125.11 | | | | — | | | 500.0 | | |

| May 1 - 31, 2017 (4) | 3,704 | | | 124.75 | | | | — | | | 500.0 | | |

| Total | 5,330 | | | $ | 125.05 | | | — | | | $ | 500.0 | |

| 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 | | |

Because our products and services are diverse, Cintas does not believe that any single published industry index is appropriate for comparing shareholder return.

| 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 | |

From the inception of the August 4, 2015 share buyback program through May 31, 2016, Cintas has purchased a total of 5.6 million shares of Cintas common stock at an average price of $87.85 per share for a total purchase price of $496.3 million.

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

| Fiscal Years Ended May 31, | [removed: 2012(1) | | |] 2013(1) | | | [added: |] 2014(1) | | | [added: |] 2015(1) | | | [added: |] 2016(1) | | | [added: | 2017(1)(2) | | | |] Compound Annual Growth [removed: (2012-2016) |] [added: (2013-2017)] |

| Net Income | [removed: 297,637 | |] [added: $] | 315,442 | | | [added: $ |] 374,442 | | | [added: $ |] 430,618 | | | [added: $ |] 693,520 | | | [removed: 23.1] [added: $] | [removed: %] [added: 480,708] | [added: | | 11.1% |]

| Basic Earnings Per Share: | | | | | | | | | | | | | | | | | | [added: | | | |]

| Basic Earnings [removed: per] [added: Per] Share | [removed: 2.27 | |] [added: $] | 2.53 | | | [added: $ |] 3.08 | | | [added: $ |] 3.68 | | | [added: $ |] 6.30 | | | [removed: 28.6] [added: $] | [removed: %] [added: 4.49] | [added: | | 15.4% |]

| Diluted Earnings Per Share: | | | | | | | | | | | | | | | | | | [added: | | | |]

| Diluted Earnings Per Share | [removed: 2.27 | |] [added: $] | 2.52 | | | [added: $ |] 3.05 | | | [added: $ |] 3.63 | | | [added: $ |] 6.21 | | | [removed: 28.1] [added: $] | [removed: %] [added: 4.38] | [added: | | 14.8% |]

| Dividends Per Share | [removed: 0.54 | |] [added: $] | 0.64 | | | [added: $ |] 0.77 | | | [added: $ |] 1.70 | | | [added: $ |] 1.05 | | | [removed: 18.1] [added: $] | [removed: %] [added: 1.33] | [added: | | 20.1% |]

| Shareholders' Equity | [removed: 2,139,135 | |] [added: $] | 2,201,492 | | | [added: $ |] 2,192,858 | | | [added: $ |] 1,932,455 | | | [added: $ |] 1,842,659 | | | [removed: (3.8] [added: $] | [removed: )%] [added: 2,302,793] | [added: | | 1.1% |]

| (1) | In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of [removed: Shred-it,] [added: our Discontinued Services,] Shredding and Storage have been excluded from continuing operations for all periods presented. Please see Note 16 entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information. |

| [removed: (2)] [added: (4)] | Return on average equity is computed as net income from continuing operations divided by the average of shareholders' equity. We believe that disclosure of this non-GAAP financial measure gives management and shareholders a good indication of Cintas' historical performance. |

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

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

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

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

| Revenue | $ | 3,878,271 | | | $ | 4,091,204 | | | $ | 4,369,677 | | | $ | 4,795,772 | | | $ | 5,323,381 | | | 8.2% |

| Net Income, Continuing Operations | 300,150 | | | | 330,541 | | | | 402,553 | | | | 448,605 | | | | 457,286 | | | | 11.1% |

| Net Income, Discontinued Operations | 15,292 | | | | 43,901 | | | | 28,065 | | | | 244,915 | | | | 23,422 | | | | 11.2% |

| Continuing Operations | $ | 2.41 | | | $ | 2.72 | | | $ | 3.44 | | | $ | 4.08 | | | $ | 4.27 | | | 15.4% |

| Discontinued Operations | 0.12 | | | | 0.36 | | | | 0.24 | | | | 2.22 | | | | 0.22 | | | | 16.4% |

| Continuing Operations | $ | 2.40 | | | $ | 2.69 | | | $ | 3.39 | | | $ | 4.02 | | | $ | 4.17 | | | 14.8% |

| Discontinued Operations | 0.12 | | | | 0.36 | | | | 0.24 | | | | 2.19 | | | | 0.21 | | | | 15.0% |

| Total Assets (3) | $ | 4,336,417 | | | $ | 4,454,457 | | | $ | 4,185,675 | | | $ | 4,098,815 | | | $ | 6,844,057 | | | 12.1% |

| Return on Average Equity (4) | 13.8% | | | | 15.0% | | | | 19.5% | | | | 23.8% | | | | 22.1% | | | | |

| Long-Term Debt | $ | 1,291,764 | | | $ | 1,292,482 | | | $ | 1,293,215 | | | $ | 1,294,422 | | | $ 3,133,524(5) | | | | |

| (2) | Includes G&K results of operations from March 21, 2017 through May 31, 2017. Historical periods presented prior to fiscal 2017 do not include G&K and as a result, the information may not be comparable. Please see Note 9 entitled Acquisitions and Divestitures of "Notes to Consolidated Financial Statements" for additional information regarding the G&K acquisition. |

| | |

| --- | --- |

| (3) | In accordance with the applicable accounting guidance for simplifying the presentation of debt issuance costs, the debt costs related to recognized debt liabilities have been excluded from Total Assets and reclassified to Long-Term Debt as a direct deduction from the carrying amount of the debt liabilities. The impact of this change in accounting principle on balances previously reported for fiscal 2016, 2015, 2014 and 2013 were reclassifications of $5.6 million, $6.8 million, $8.0 million and $9.2 million, respectively, from other assets to long-term liabilities. |

| | |

| --- | --- |

| | |

| --- | --- |

| (5) | Includes issuance of approximately $2.1 billion in debt to fund the G&K acquisition. Please see Note 6 entitled Debt and Derivatives of "Notes to Consolidated Financial Statements" for additional information. |

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

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

| 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 | % |

| Total Assets | 4,165,706 | | | 4,345,632 | | | 4,462,452 | | | 4,192,460 | | | 4,104,393 | | | (0.4 | )% |

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

| Long-Term Debt | 1,059,166 | | | 1,300,979 | | | 1,300,477 | | | 1,300,000 | | | 1,300,000 | | | | |

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

| [Management's Report on Internal Control over Financial [removed: Reporting](#sA7119B7C90CD6B2A3687630CF9CE413B)] [added: Reporting](#s087A9BE8112D636FCD2D8246B7D1AF29)] | [removed: [28](#sA7119B7C90CD6B2A3687630CF9CE413B)] [added: [30](#s087A9BE8112D636FCD2D8246B7D1AF29)] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s49E4624BE1109174C827630CF9F00E32)] [added: Firm](#s636F6D3FA377D1AA5C348246B7DB7373)] | [removed: [29](#s49E4624BE1109174C827630CF9F00E32)] [added: [31](#s636F6D3FA377D1AA5C348246B7DB7373)] |

| [Consolidated Statements of [removed: Income](#sDE574F396CF3ABD3E4B1630CDBD03DBC)] [added: Income](#s856B5646B0FDED8AC5C18246855FABFB)] | [removed: [31](#sDE574F396CF3ABD3E4B1630CDBD03DBC)] [added: [33](#s856B5646B0FDED8AC5C18246855FABFB)] |

| [Consolidated Statements of Comprehensive [removed: Income](#sDB1CF31E3BC813D8C3C5630CDB58D350)] [added: Income](#s84DB7AADEC613EF0C0B18246859B9171)] | [removed: [32](#sDB1CF31E3BC813D8C3C5630CDB58D350)] [added: [34](#s84DB7AADEC613EF0C0B18246859B9171)] |

| [Consolidated Balance [removed: Sheets](#s064B30643DA5E3FB4FDC630CD90B93BF)] [added: Sheets](#s445A72061DA5D8C907AA824685B99BA9)] | [removed: [33](#s064B30643DA5E3FB4FDC630CD90B93BF)] [added: [35](#s445A72061DA5D8C907AA824685B99BA9)] |

| [Consolidated Statements of Shareholders' [removed: Equity](#s4843C8DBADE6BD505677630CDB6DA6C2)] [added: Equity](#s0B70A56551651856B3C68246861D6E6E)] | [removed: [34](#s4843C8DBADE6BD505677630CDB6DA6C2)] [added: [36](#s0B70A56551651856B3C68246861D6E6E)] |

| [Consolidated Statements of Cash [removed: Flows](#s321F06C792639BDFCEBB630CDB84F07E)] [added: Flows](#sBC8B452038DCE077C1C3824686C743E8)] | [removed: [35](#s321F06C792639BDFCEBB630CDB84F07E)] [added: [37](#sBC8B452038DCE077C1C3824686C743E8)] |

| [Notes to Consolidated Financial [removed: Statements](#sF05C5005C866FA033880630CFB3EFD21)] [added: Statements](#s0B89AC12701ABFEDDE198246B993326E)] | [removed: [36](#sF05C5005C866FA033880630CFB3EFD21)] [added: [38](#s0B89AC12701ABFEDDE198246B993326E)] |

With the supervision of our [added: Chairman and] Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2016.][added: 2017.]

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2016,] [added: 2017,] 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.

| | | Scott D. Farmer [added: Chairman and] Chief Executive Officer |

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

We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2016,] [added: 2017,] 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: 2016,] [added: 2017,] 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: 2016] [added: 2017] and [removed: 2015] [added: 2016] 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: 2016] [added: 2017] and our report dated July [removed: 29, 2016] [added: 31, 2017] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] 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: 2016.][added: 2017.]

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: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, [removed: 2016,] [added: 2017,] 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: 2016,] [added: 2017,] 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: 29, 2016] [added: 31, 2017] expressed an unqualified opinion thereon.

| (In thousands except per share data) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

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

| Interest income | [removed: (896] [added: (237] | | ) | | [removed: (339] [added: (896] | | ) | | [removed: (229] [added: (339] | | ) |

| Interest expense | [removed: 64,522] [added: 86,524] | | | | [removed: 65,161] [added: 64,522] | | | | [removed: 65,822] [added: 65,161] | | |

| Net income | $ | [removed: 693,520] [added: 480,708] | | | $ | [removed: 430,618] [added: 693,520] | | | $ | [removed: 374,442] [added: 430,618] | |

| Basic earnings per share | $ | [removed: 6.30] [added: 4.49] | | | $ | [removed: 3.68] [added: 6.30] | | | $ | [removed: 3.08] [added: 3.68] | |

| Diluted earnings per share | $ | [removed: 6.21] [added: 4.38] | | | $ | [removed: 3.63] [added: 6.21] | | | $ | [removed: 3.05] [added: 3.63] | |

| Dividends declared and paid per share | $ | [removed: 1.05] [added: 1.33] | | | $ | [removed: 1.70] [added: 1.05] | | | $ | [removed: 0.77] [added: 1.70] | |

| (In thousands) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Foreign currency translation adjustments | [removed: (11,933] [added: (10,252] | | ) | | [removed: (38,538] [added: (11,933] | | ) | | [removed: (9,787] [added: (38,538] | | ) |

| Cumulative translation adjustment on Shred-it | [removed: 6,472] [added: —] | | | | [removed: —] [added: 6,472] | | | | — | | |

| Change in fair value of [removed: derivatives] [added: cash flow hedges] | [added: — | | | |] (12,156 | | ) | | [removed: 37] [added: —] | | | | [removed: (228] [added: —] | | [added: | | — | | | | (12,156 | |] ) |

| Amortization of interest rate lock agreements | [removed: 1,952] [added: 1,076] | | | | 1,952 | | | | 1,952 | | |

| Other | [removed: (738] [added: (115] | | ) | | [removed: (350] [added: (738] | | ) | | [removed: (1,632] [added: (350] | | ) |

| Comprehensive income | $ | [removed: 677,117] [added: 502,553] | | | $ | [removed: 393,719] [added: 677,117] | | | $ | [removed: 364,747] [added: 393,719] | |

| (In thousands except [added: per] share data) | [added: 2017 | | | |] 2016 | | | | 2015 | | |

| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 139,357 | | | [removed: $] | 417,073 | | [added: | | 513,288 | | |]

| Marketable securities | [removed: 70,405] [added: 22,219] | | | | [removed: 16,081] [added: 70,405] | | |

| Inventories, net | [removed: 249,362] [added: 278,218] | | | | [removed: 226,211] [added: 249,362] | | |

| Uniforms and other rental items in service | [removed: 539,956 | | | | 534,005] [added: 93,659] | | |

| Income taxes, current | [removed: 1,712] [added: 44,320] | | | | [removed: 936] [added: 1,712] | | |

The Company’s evaluation of internal control over financial reporting did not include the internal controls of G&K operations subsequent to the acquisition on March 21, 2017, which are included in the 2017 consolidated financial statements and constituted 37.6% of total assets (inclusive of acquired goodwill and identifiable intangible assets which represents 29.6% of total assets) as of May 31, 2017, and 3.5% of revenue for the year then ended.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of G&K Services, Inc., which is included in the May 31, 2017 consolidated financial statements of Cintas Corporation and constituted 37.6% of total assets (inclusive of acquired goodwill and identifiable intangible assets which represents 29.6% of total assets) as of May 31, 2017, and 3.5% of revenues for the year then ended.

Our audit of internal control over financial reporting of Cintas Corporation also did not include an evaluation of the internal control over financial reporting of G&K Services, Inc.

July 31, 2017

July 31, 2017

| Other | 1,120,891 | | | | 1,036,248 | | | | 850,478 | | |

| | 5,323,381 | | | | 4,795,772 | | | | 4,369,677 | | |

| Cost of uniform rental and facility services | 2,307,774 | | | | 2,092,833 | | | | 1,992,665 | | |

| Cost of other | 635,312 | | | | 601,599 | | | | 484,089 | | |

| Selling and administrative expenses | 1,527,380 | | | | 1,332,399 | | | | 1,209,284 | | |

| G&K Services, Inc. transaction and integration expenses | 79,224 | | | | — | | | | — | | |

| Operating income | 773,691 | | | | 768,941 | | | | 683,639 | | |

| Income before income taxes | 687,404 | | | | 705,315 | | | | 640,556 | | |

| Income taxes | 230,118 | | | | 256,710 | | | | 238,003 | | |

| Income from continuing operations | 457,286 | | | | 448,605 | | | | 402,553 | | |

| Income from discontinued operations, net of tax of $15,057, $138,184 and $15,910, respectively | 23,422 | | | | 244,915 | | | | 28,065 | | |

| Continuing operations | $ | 4.27 | | | $ | 4.08 | | | $ | 3.44 | |

| Discontinued operations | 0.22 | | | | 2.22 | | | | 0.24 | | |

| Continuing operations | $ | 4.17 | | | $ | 4.02 | | | $ | 3.39 | |

| Discontinued operations | 0.21 | | | | 2.19 | | | | 0.24 | | |

| Net income | $ | 480,708 | | | $ | 693,520 | | | $ | 430,618 | |

| Other comprehensive income (loss), net of tax expense (benefit) of $19,118, ($9,813) and $1,043, respectively | 21,845 | | | | (16,403 | | ) | | (36,899 | | ) |

| (In thousands except share data) | 2017 | | | | 2016 | | |

| Cash and cash equivalents | $ | 169,266 | | | $ | 139,357 | |

| Accounts receivable, principally trade, less allowance of $20,525 and $19,103, respectively | 736,008 | | | | 546,488 | | |

| Property and equipment, at cost, net | 1,323,501 | | | | 993,692 | | |

| Goodwill | 2,782,335 | | | | 1,276,076 | | |

| Service contracts, net | 586,988 | | | | 78,194 | | |

| Long-term assets held for sale | — | | | | 21,039 | | |

| | $ | 6,844,057 | | | $ | 4,098,815 | |

| Accounts payable | $ | 177,051 | | | $ | 110,940 | |

| Accrued compensation and related liabilities | 149,635 | | | | 101,391 | | |

| Accrued liabilities | 429,809 | | | | 343,266 | | |

| Liabilities held for sale | 11,457 | | | | 9,958 | | |

| Debt due after one year | 2,770,624 | | | | 1,044,422 | | |

| Total long-term liabilities | 3,410,412 | | | | 1,440,601 | | |

| 2016: 179,598,516 shares issued and 105,400,629 shares outstanding | 485,068 | | | | 409,682 | | |

| 2017: 75,591,976 shares | | | | | | | |

| | $ | 6,844,057 | | | $ | 4,098,815 | |

| Net income | — | | | — | | | | — | | | | 480,708 | | | | — | | | | — | | | — | | | | 480,708 | | |

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 | | |

| Selling and administrative expenses | 1,348,122 | | | | 1,224,930 | | | | 1,147,039 | | |

| 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 | | |

| Other comprehensive loss | (16,403 | | ) | | (36,899 | | ) | | (9,695 | | ) |

| Accounts receivable, principally trade, less allowance of $19,604 and $15,674, respectively | 563,178 | | | | 496,130 | | |

| Property and equipment, at cost, net | 994,237 | | | | 871,421 | | |

| Goodwill | 1,291,593 | | | | 1,195,612 | | |

| Service contracts, net | 83,715 | | | | 42,434 | | |

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

| Accounts payable | $ | 114,514 | | | $ | 109,607 | |

| Accrued liabilities | 349,065 | | | | 309,935 | | |

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

| 2015: 178,117,334 shares issued and 111,702,949 shares outstanding | 409,682 | | | | 329,248 | | |

| 2015: 66,414,385 shares | (3,553,276 | | ) | | (2,773,125 | | ) |

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

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

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

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

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

All prior fiscal year results presented in the table below have been recast to reflect these new operating segments.

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

The Uniform Direct Sales operating segment consisted of the direct sale of uniforms and related items.

The First Aid and Safety and Fire Protection Services operating segment consisted of first aid and safety products and services, and fire protection products and services.

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

Please see Note 16 entitled Discontinued Operations for additional information.

| | $ | 249,362 | | | $ | 226,211 | |

With the participation of Cintas' management, including Cintas' [added: Chairman and] 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: 2016.][added: 2017.]

Based on such evaluation, Cintas' management, including Cintas' [added: Chairman and] 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: 2016,] [added: 2017,] 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: 2016,] [added: 2017,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.

Our evaluation of internal control over financial reporting did not include the internal controls of G&K operations subsequent to the acquisition on March 21, 2017, which are included in the 2017 consolidated financial statements and constituted 37.6% of total assets (inclusive of acquired goodwill and identifiable intangible assets which represents 29.6% of total assets) as of May 31, 2017, and 3.5% of revenue for the year then ended.

The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2016] [added: 2017] 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: 2016.][added: 2017.]

| [added: Equity Compensation] Plan [added: Information Plan] category | Number of shares to be issued upon exercise of outstanding options (1) | | | Weighted average exercise price of outstanding options (1) | | | | Number of shares remaining available for future issuance under equity compensation plans | |

(1) Excludes [removed: 2,603,436] [added: 2,742,074] unvested restricted stock units.

| Equity compensation plans approved by shareholders | 8,588,050 | | | $ | 74.77 | | | 12,444,826 | |

| Total | 8,588,050 | | | $ | 74.77 | | | 12,444,826 | |

Equity Compensation Plan Information

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

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

| | | | For each of the three years in the period ended May 31, [removed: 2016.] [added: 2017.] |

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

| [removed: 3.2] [added: 10.29] | | [added: *] | [removed: Amended] [added: Cintas Corporation 2016 Equity] and [removed: Restated By-laws] [added: Incentive Compensation Plan] (Incorporated by reference to [removed: Exhibit 3 to] Cintas' Current Report on Form 8-K dated October [removed: 14, 2008.)] [added: 20, 2016).] |

| [removed: 4.2] [added: 4.7] | | | Form of [removed: 6.15%] [added: 2.900%] Senior [removed: Note] [added: Notes] due [removed: 2036] [added: 2022] (Incorporated by reference to Cintas' Current Report on Form 8-K dated [removed: August 17, 2006.)] [added: March 14, 2017).] |

| [removed: 4.3] [added: 4.8] | | | Form of [removed: 6.125%] [added: 3.700%] Senior [removed: Note] [added: Notes] due [removed: 2017] [added: 2027] (Incorporated by reference to Cintas' Current Report on Form 8-K dated [removed: December 6, 2007.)] [added: March 14, 2017).] |

| [removed: 4.4] [added: 4.9] | | | Form of [removed: 2.85%] [added: 3.250%] Senior [removed: Note] [added: Notes] due [removed: 2016] [added: 2022] (Incorporated by reference to Cintas' Current Report on Form 8-K dated [removed: May 23, 2011.)] [added: March 14, 2017).] |

| [removed: 4.6] [added: 10.25] | | [added: *] | Form of [removed: 3.25% Senior Note due 2022] [added: Restricted Stock Agreement] (Incorporated by reference to Cintas' Current Report on Form 8-K dated [removed: June 8,] [added: July 27,] 2012.) |

| [removed: 10.1] [added: 10.9] | | | [added: Amended and Restated] Credit [removed: Agreement] [added: Agreement,] dated as of [removed: May 28, 2004 by and] [added: September 16, 2016,] among Cintas [removed: Corporation] [added: Corp.] No. 2, [removed: as Borrower,] the [removed: lenders named in such Credit Agreement] [added: Lenders party thereto] and KeyBank National Association, as [removed: agent for the lenders] [added: Administrative Agent] (Incorporated by reference to [added: Exhibit 10.1 to] Cintas' [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended February 28, 2011.)] [added: 8-K dated September 22, 2016).] |

| [removed: 10.5] [added: 10.23] | | [added: *] | [removed: Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as] [added: Form] of [removed: September 27, 2010] [added: Restricted Stock Agreement] (Incorporated by reference to Cintas' [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: February 28,] [added: May 31,] 2011.) |

| [removed: 10.9] [added: 10.11] | | * | 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: 10.10] [added: 10.12] | | * | 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: 10.11] [added: 10.13] | | * | 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.) |

| [removed: 10.12] [added: 10.14] | | * | Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, 2000.) |

| [removed: 10.13] [added: 10.15] | | * | Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Annual Report Form 10-K for the year ended May 31, 2004.) |

| [removed: 10.14] [added: 10.16] | | * | 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.) |

| [removed: 10.15] [added: 10.17] | | * | President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005.) |

| [removed: 10.16] [added: 10.18] | | * | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005.) |

| [removed: 10.17] [added: 10.19] | | * | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.) |

| [removed: 10.18] [added: 10.20] | | * | 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.) |

| [removed: 10.19] [added: 10.21] | | * | 2007 Executive Incentive Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2006.) |

| [removed: 10.20] [added: 10.22] | | * | 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.) |

| [removed: 10.22] [added: 10.24] | | * | 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.) |

| [removed: 10.24] [added: 10.26] | | * | 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.) |

| [removed: 10.25] [added: 10.27] | | * | 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: 10.26] [added: 10.28] | | * | Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K dated October 23, 2013.) |

| 2.3 | | * | Agreement and Plan of Merger, among Cintas Corporation, G&K Services, Inc. and Bravo Merger Sub, Inc., dated as of August 15, 2016 (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated August 16, 2016.) |

| 10.10 | | | Amended and Restated Note Purchase Agreement, dated as of March 21, 2017, among G&K Services, Inc. and the Note holders (Incorporated by reference to Cintas' Current Report on Form 8-K dated March 21, 2017). |

| | | | |

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

| 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.) |

| 3.1 | | | Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 to Cintas' Registration Statement No. 333-160926 on Form S-3 filed on December 3, 2007.) |

| 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.) |

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

| 10.6 | | | 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.) |

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

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

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

| 21 | | | Subsidiaries of the Registrant |

| 23 | | | Consent of Independent Registered Public Accounting Firm |

| 31.1 | | | Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |

| 31.2 | | | Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |

| 32.1 | | | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § 1350 |

| 32.2 | | | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § 1350 |

| 101.INS | | | XBRL Instance Document |

| 101.SCH | | | XBRL Taxonomy Extension Schema Document |

| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document |

| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document |

| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document |

| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document |

| | |

| --- | --- |

| * | Management compensatory contracts |

| | Filed herewith |

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

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | |

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

| CINTAS CORPORATION | | |

| By: | /s/ | Scott D. Farmer |

| | | Scott D. Farmer Chief Executive Officer |

DATE SIGNED: July 29, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | |

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

| | | |

| CINTAS CORPORATION | | |

| | | |

| By: | /s/ | Scott D. Farmer |

| | | Scott D. Farmer |

| | | Chairman and Chief Executive Officer |

DATE SIGNED: July 31, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

| | | | | | |

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

| | | | | | |

| Signature | | | Capacity | | Date |

| | | | | | |

| /s/ | Scott D. Farmer Scott D. Farmer | | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | | July 31, 2017 |

| | | | | | |

| /s/ | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July 31, 2017 |

| | | | | | |

| /s/ | John F. Barrett John F. Barrett | | Director | | July 31, 2017 |

| | | | | | |

| /s/ | James J. Johnson James J. Johnson | | Director | | July 31, 2017 |

| | | | | | |

| /s/ | Robert E. Coletti Robert E. Coletti | | Director | | July 31, 2017 |

| | | | | | |

| /s/ | J. Michael Hansen J. Michael Hansen | | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July 31, 2017 |

Cintas Corporation

Schedule II — Valuation and Qualifying Accounts and Reserves

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

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

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

| (In thousands) | Balance at Beginning of Year | | | | (1) Additions | | | | (2) Deductions | | | | Balance at End of Year | | |

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

| Allowance for Doubtful Accounts | | | | | | | | | | | | | | | |

| May 31, 2015 | $ | 14,262 | | | $ | 5,289 | | | $ | 4,054 | | | $ | 15,497 | |

| May 31, 2016 | $ | 15,497 | | | $ | 8,274 | | | $ | 4,668 | | | $ | 19,103 | |

| May 31, 2017 | $ | 19,103 | | | $ | 6,446 | | | $ | 5,024 | | | $ | 20,525 | |