Cintas (CTAS) 10-K risk factor changes: FY2018 vs FY2017
The 2018-05-31 10-K against the 2017-05-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A10 rewritten9 added0 removed111 unchanged
All filing items753 rewritten432 added529 removed1,852 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 432 added, 529 removed, 753 rewritten and 1,852 unchanged across 15 items that differ.
Sentences by item
22 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors | 9 | 0 | 10 | 111 |
| Item 7. Management's Discussion and Analysis | 85 | 75 | 140 | 305 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 0 | 0 | 1 | 8 |
| Item 1. Business | 1 | 7 | 17 | 42 |
| Item 3. Legal Proceedings | 0 | 0 | 0 | 2 |
| Cover and table of contents | 4 | 5 | 30 | 93 |
| Item 1B. Unresolved Staff Comments | 0 | 0 | 0 | 1 |
| Item 2. Properties | 1 | 1 | 10 | 18 |
| Item 4. Mine Safety Disclosures | 0 | 0 | 0 | 2 |
| Item 5. Market for Registrant's Common Equity, | 12 | 16 | 16 | 26 |
| Item 6. Selected Financial Data | 7 | 4 | 20 | 13 |
| Item 8. Financial Statements and Supplementary Data | 303 | 335 | 452 | 1,102 |
| Item 9. Changes in and Disagreements with | 0 | 0 | 0 | 2 |
| Item 9A. Controls and Procedures | 0 | 1 | 3 | 3 |
| Item 9B. Other Information | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance | 0 | 0 | 1 | 0 |
| Item 11. Executive Compensation | 0 | 0 | 0 | 1 |
| Item 12. Security Ownership of Certain Beneficial | 2 | 2 | 2 | 8 |
| Item 13. Certain Relationships and | 0 | 0 | 1 | 1 |
| Item 14. Principal Accountant Fees and Services | 0 | 0 | 0 | 2 |
| Item 15. Exhibits and Financial Statement Schedules | 6 | 17 | 42 | 69 |
| Item 16. Form 10-K Summary | 2 | 66 | 8 | 41 |
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
10 rewritten, 9 added, 0 removed, 111 unchanged
Factors that might cause such a difference include, but are not limited to, risks inherent with the G&K transaction in the achievement of cost synergies and the timing thereof, including whether the [removed: G&K] transaction will be accretive and within the expected [removed: timeframe;] [added: timeframe and] the [added: actual amounts of future integration expenses; 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, including G&K; fluctuations in costs of materials and labor including increased medical costs; costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange 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; [added: the effect of new accounting pronouncements;] costs of our SAP system implementation; disruptions caused by the inaccessibility of computer systems data, including cybersecurity 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; and the reactions of competitors in terms of price and service.
The process of integrating acquired [removed: businesses, including G&K and ZEE,] [added: businesses] may involve unforeseen difficulties and may require a disproportionate amount of our management's attention and our financial and other resources.
Our outstanding indebtedness, including [added: the] indebtedness [added: we] 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 fiscal years [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.
We are currently involved in a limited number of remedial investigations and actions at various [removed: locations.][added: locations, including those acquired in the G&K acquisition.]
[removed: While we regularly engage in environmental due diligence in connection with acquisitions, we can give no assurance that locations that] have been [removed: acquired or leased have been] operated in compliance with environmental laws and regulations during prior periods or that future uses or conditions will not make us liable under these laws or expose us to third-party actions, including tort suits.
However, our computer [removed: systems, including the] systems [removed: inherited from G&K,] are subject to damage or interruption due to system 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.
While we continue to evaluate our internal [removed: controls, including those related to the acquired G&K business,] [added: controls] 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.
We assess our goodwill and other intangible assets and our long-lived assets for impairment when required by U.S. [removed: GAAP.][added: Generally Accepted Accounting Principles (U.S. GAAP).]
[removed: The] estimated fair value of these assets is impacted by general economic conditions in the locations in which we operate.
While we regularly engage in environmental due diligence in connection with acquisitions, we can give no assurance that locations that have been acquired or leased
The
If we are unable to accurately predict our future tax liabilities or become subject to increased levels of taxation or our tax contingencies are unfavorably resolved, our results of operations and financial condition could be adversely affected.
The United States recently adopted tax reform legislation commonly known as the Tax Cuts and Jobs Act, which will increase our effective income tax rate by imposing a new tax regime impacting our non-U.S. operations.
The U.S. tax changes also provide flexibility related to repatriating non-U.S. earnings to the United States without additional U.S. taxation, and as a result, we have changed classification of certain earnings that were previously deemed to be permanently reinvested offshore and recorded deferred tax liabilities for the associated withholding taxes.
Other changes in tax laws or regulations in the jurisdictions in which we do business, including the United States, or changes in how the Tax Cuts and Jobs Act or other tax laws are implemented or interpreted, could further increase our effective tax rate, further restrict our ability to repatriate undistributed offshore earnings, or impose new restrictions, costs or prohibitions on our current practices and reduce our net income and adversely affect our cash flows.
We are also subject to tax audits, including with respect to transfer pricing, in the United States and other jurisdictions and our tax positions may be challenged by tax authorities.
Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures.
Any increase in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on our business, results of operations and financial condition.
Item 7. Management's Discussion and Analysis
140 rewritten, 85 added, 75 removed, 305 unchanged
On March 21, 2017, Cintas completed the acquisition of G&K [removed: Services, Inc. (G&K)] for consideration of approximately $2.1 billion.
G&K is [removed: now] a wholly-owned subsidiary of Cintas that [removed: will operate] [added: operates] within the Uniform Rental and Facility Services operating segment.
Cintas’ [removed: 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, [removed: 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, which includes ZEE,] [added: segment] consists of first aid and safety products and services.
Revenue and income before income taxes for each of these reportable operating segments for the years ended May 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] 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.
Prior to [removed: meeting] the [removed: held for sale criteria,] [added: sale,] Discontinued Services was primarily included in All [removed: Other.][added: Other and classified as held for sale.]
| | [removed: 2017(1)] [added: 2018] | | | [removed: 2016(1)] [added: 2017] | | | [removed: 2015(1)] [added: 2016] | |
| Uniform Rental and Facility Services | [removed: 79.0] [added: 81.0] | % | | [removed: 78.4] [added: 79.0] | % | | [removed: 80.5] [added: 78.4] | % |
| First Aid and Safety Services | [removed: 9.5] [added: 8.7] | % | | [removed: 9.6] [added: 9.5] | % | | [removed: 7.5] [added: 9.6] | % |
| All Other | [removed: 11.5] [added: 10.3] | % | | [removed: 12.0] [added: 11.5] | % | | 12.0 | % |
| Uniform Rental and Facility Services | [removed: 54.9] [added: 55.0] | % | | [removed: 55.7] [added: 54.9] | % | | [removed: 56.6] [added: 55.7] | % |
| First Aid and Safety Services | [removed: 54.7] [added: 52.9] | % | | [removed: 57.3] [added: 54.7] | % | | [removed: 53.4] [added: 57.3] | % |
| All Other | [removed: 58.3] [added: 57.5] | % | | [removed: 58.6] [added: 58.3] | % | | [removed: 59.1] [added: 58.6] | % |
| Total cost of sales | [removed: 55.3] [added: 55.1] | % | | [removed: 56.2] [added: 55.3] | % | | [removed: 56.6] [added: 56.2] | % |
| Uniform Rental and Facility Services | [removed: 45.1] [added: 45.0] | % | | [removed: 44.3] [added: 45.1] | % | | [removed: 43.4] [added: 44.3] | % |
| First Aid and Safety Services | [removed: 45.3] [added: 47.1] | % | | [removed: 42.7] [added: 45.3] | % | | [removed: 46.6] [added: 42.7] | % |
| All Other | [removed: 41.7] [added: 42.5] | % | | [removed: 41.4] [added: 41.7] | % | | [removed: 40.9] [added: 41.4] | % |
| Total gross margin | [removed: 44.7] [added: 44.9] | % | | [removed: 43.8] [added: 44.7] | % | | [removed: 43.4] [added: 43.8] | % |
| Uniform Rental and Facility Services | [removed: 27.1] [added: 28.6] | % | | [removed: 26.5] [added: 27.1] | % | | [removed: 26.2] [added: 26.5] | % |
| First Aid and Safety Services | [removed: 34.9] [added: 33.7] | % | | [removed: 31.9] [added: 34.9] | % | | [removed: 32.8] [added: 31.9] | % |
| All Other | [removed: 34.5] [added: 33.9] | % | | [removed: 33.1] [added: 34.5] | % | | [removed: 34.3] [added: 33.1] | % |
| Total selling and administrative expenses | [removed: 28.7] [added: 29.6] | % | | [removed: 27.8] [added: 28.7] | % | | [removed: 27.7] [added: 27.8] | % |
| G&K Services, Inc. transaction and integration expenses | [removed: 1.5] [added: 0.6] | % | | [removed: —] [added: 1.5] | % | | — | % |
| Interest expense, net | [removed: 1.6] [added: 1.7] | % | | [removed: 1.3] [added: 1.6] | % | | [removed: 1.5] [added: 1.3] | % |
| Income from continuing operations before income taxes | [removed: 12.9] [added: 13.0] | % | | [removed: 14.7] [added: 12.9] | % | | 14.7 | % |
| First Quarter [removed: Ending] [added: Ended] August 31, 2016 | 6.0% |
| Second Quarter [removed: Ending] [added: Ended] November 30, 2016 | 6.0% |
| Third Quarter [removed: Ending] [added: Ended] February 28, 2017 | 6.6% |
| Fourth Quarter [removed: Ending] [added: Ended] May 31, 2017 | 8.1% |
| For the Fiscal Year [removed: Ending] [added: Ended] May 31, 2017 | 6.7% |
As a result of the acquisition of G&K in fiscal 2017, the Company incurred various transaction and integration [removed: expenses] [added: expenses,] which [removed: relate] [added: related] primarily to asset impairment charges, legal and professional fees, employee termination expenses, the write-off of excess inventory and other miscellaneous expenses.
The increase in net interest expense [removed: is] [added: was] 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.
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 [removed: the current year.][added: fiscal 2017.]
The increase in selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment [removed: is] [added: was] primarily related to the G&K acquisition.
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 [removed: ASC] [added: Accounting Standard Codification (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 [removed: revenue,] [added: revenue] at 16.1%, decreased 180 basis points from 17.9% in fiscal 2016.
The increase in gross margin was due to the benefits realized as a result of the integration of [removed: ZEE.][added: ZEE Medical Inc. (ZEE).]
[added: 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 [removed: is] [added: was] primarily the result of the investment in selling resources to grow the acquired ZEE customer base and increases in various employee-partner related expenses.
In fiscal 2018, Cintas sold a significant business referred to as Discontinued Services.
Fiscal 2018 Compared to Fiscal 2017
Total revenue was positively impacted by 14.3% due to acquisitions, primarily G&K.
| First Quarter Ended August 31, 2017 | 8.3% |
| Second Quarter Ended November 30, 2017 | 7.7% |
| Third Quarter Ended February 28, 2018 | 7.8% |
| Fourth Quarter Ended May 31, 2018 | 5.1% |
Revenue was positively impacted by 17.9% due to acquisitions, primarily G&K.
Revenue increased organically by 8.6% due primarily to improved sales representative productivity.
Acquisitions positively impacted revenue by 1.0%.
Selling and administrative expenses increased $389.4 million, or 25.5%, compared to fiscal 2017 due primarily to a one-time cash payment to employee-partners, increased labor and other employee-partner related expenses as a result of the acquisition of G&K, increased amortization expense related to intangible assets acquired as a result of the G&K acquisition and increased costs related to investments in a new enterprise resource planning system.
The one-time cash payment to employee-partners was made following the enactment of The Tax Cuts and Jobs Act (the Tax Act) which was signed into legislation by the President on December 22, 2017.
The one-time cash payment to employee-partners amounted to an expense of approximately $40 million, or 0.6% of total revenue.
Operating income for fiscal 2018 was negatively impacted by $41.9 million, or 0.6% of total revenue, from transaction and integration expenses incurred in connection with the G&K acquisition and $79.2 million, or 1.5% of total revenue, in fiscal 2017.
The increase in net interest expense is primarily due to the additional debt issued to finance the G&K acquisition.
Cintas' effective tax rate on continuing operations was 6.8% for fiscal 2018 compared to 33.5% in fiscal 2017.
The decrease was due to the impact of the Tax Act.
The effective tax rate in fiscal 2017 was impacted by certain discrete items (primarily the tax accounting for stock-based compensation).
Diluted earnings per share from continuing operations increased primarily due to the lower effective tax rate as a result of the Tax Act, the gain on the sale of Discontinued Services and higher gross margin.
The slight decrease in gross margin was driven by the G&K acquisition, which had lower margins than the legacy Cintas margins.
In addition, we incurred expected integration inefficiencies which impacted margins in the short-term.
The increase in selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment was primarily related to a one-time cash payment to employee-partners, increased labor and employee-partner related expenses as a result of the G&K acquisition, increased amortization expense related to intangibles acquired as a result of the G&K acquisition and an investment in an enterprise resource planning system.
As a result of the G&K acquisition, the Uniform Rental and Facility Services reportable operating segment incurred $41.9 million of transaction and integration expenses directly related to the acquisition.
The expenses incurred in fiscal 2018 consisted of lease cancellation costs, facility closure expenses and other integration related expenses.
The decrease is primarily due to the increase in selling and administrative expenses as previously discussed.
Revenue growth was positively impacted by 0.5% due to acquisitions.
The increase was driven primarily by improved sourcing, leveraging of existing warehouses and optimization of delivery routes.
Selling and administrative expenses for the First Aid and Safety Services reportable operating segment increased by $13.2 million, or 7.4%, in fiscal 2018 compared to fiscal 2017.
The increase was due primarily to increased labor, including a one-time cash payment to employee-partners.
Selling and administrative expenses as a percent of revenue were 33.7% in fiscal 2018 compared to 34.9% in fiscal 2017.
The decrease in selling and administrative expenses as a percent of revenue was due to revenue growing at a faster pace than labor and employee-partner related expenses.
Income before income taxes as a percent of revenue at 13.3%, increased from 10.4% in fiscal 2017 due to the previously discussed growth in revenue, improvement in the gross margin percentage and improvement in selling and administrative expenses as a percent of revenue.
The increase was the result of higher net income offset by the $96.4 million gain on the sale of Discontinued Services, changes in deferred taxes as a result of the Tax Act and changes in working capital.
During fiscal 2018, under the August 2, 2016 share buyback program, we purchased 0.5 million shares at an average price of $173.51 per share for a total purchase price of $90.0 million.
Subsequent to May 31, 2018 through July 27, 2018, Cintas purchased 0.3 million shares at an average price of $199.15 per share for a total purchase price of $60.0 million.
During the fiscal year ended May 31, 2018, Cintas paid a net total of $50.5 million of commercial paper and paid off the term loan balance of $250.0 million with cash on hand.
On December 1, 2017, Cintas paid the $300.0 million aggregate principal amount of its 6.13% 10\-year senior notes that matured on that date with cash on hand and $265.0 million in proceeds from the issuance of commercial paper.
The existing term loan facility was paid in full during the first quarter of fiscal 2018.
| | | | | | | |
On June 11, 2018, Standard & Poor's rating agency updated their ratings as follows:
U. S. GAAP requires companies to evaluate their reportable operating segments periodically and when certain events occur.
As a result of 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.
At May 31, 2017, Cintas has classified a significant business, referred to as Discontinued Services, as held for sale.
| | | | | | | | | |
| Gain on sale of stock of an equity method investment | — | % | | — | % | | 0.5 | % |
| | |
| --- | --- |
| (1) | The figures presented reflect the change in classification of 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." |
Selling and administrative expenses as a percent of
Fiscal 2016 Compared to Fiscal 2015
Total revenue was positively impacted by 2.9% due to acquisitions and 0.8% due to two more workdays in fiscal 2016 compared to fiscal 2015.
| First Quarter Ending August 31, 2015 | 6.9% |
| Second Quarter Ending November 30, 2015 | 6.6% |
| Third Quarter Ending February 28, 2016 | 7.1% |
| Fourth Quarter Ending May 31, 2016 | 6.8% |
The increase primarily resulted from an organic growth increase of 8.3%, which was largely due to improved sales representative productivity.
Acquisitions positively impacted the growth rate by 13.0%, and two more workdays in fiscal 2016 contributed an additional 1.0%.
Selling and administrative expenses increased $123.1 million, or 10.2%, compared to fiscal 2015 due primarily to increases in labor and other employee-partner related expenses.
During fiscal 2015, Cintas sold stock in an equity method investment.
In conjunction with the sale of the equity method investment, the Company received a cash dividend.
The sale resulted in the recording of a gain of $21.7 million in fiscal 2015.
Operating income of $768.9 million in fiscal 2016 increased $85.3 million, or 12.5%, compared to fiscal 2015.
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 capitalized in fiscal 2015.
Cintas' effective tax rate in fiscal 2016 was 36.4%, which was comparable to the effective tax rate of 37.2% in fiscal 2015.
The increase in diluted earnings per share is higher than the increase in net income due to a decrease in weighted average common stock outstanding as a result of Cintas purchasing 8.7 million shares of common stock under the January 13, 2015 share buyback program since the beginning of fiscal 2016.
Revenue in fiscal 2016 was negatively affected by 0.8% due to foreign currency exchange rate changes compared to fiscal 2015 and positively affected by 0.3% due to acquisitions and 0.8% due to two more workdays in fiscal 2016 compared to 2015.
The increase in gross margin as a percent of revenue over fiscal 2015 was due to new business sold by sales representatives, penetration of additional products and services into existing customers, and continuously improving the efficiency of internal processes.
In addition, lower energy-related expenses increased gross margin 50 basis points.
This increase is primarily due to the increase in gross margin.
Revenue growth was positively impacted by 1.1% due to two more workdays in fiscal 2016 compared to fiscal 2015.
The remaining 30.6% increase in growth represents growth derived through acquisitions, primarily the ZEE acquisition.
ZEE integration costs and the lower efficiency of the acquired ZEE routes were primarily responsible for the decrease in gross margin.
Selling and administrative expenses increased by $40.3 million, or 37.6%, in fiscal 2016 compared to fiscal 2015 primarily due to an increase in labor and other employee-partner related expenses and costs associated with the integration of ZEE.
Selling and administrative expenses as a percent of revenue, at 31.9%, decreased from 32.8% in fiscal 2015.
Income before income taxes as a percent of revenue, at 10.7%, decreased from 13.8% in fiscal 2015, due to the decrease in gross margin discussed above.
We expect to use these amounts to fund our international operations and international expansion activities.
Net cash provided by operating activities in fiscal 2016 was negatively impacted by the $229.5 million payment of taxes due on the gain on the sale of Shred-it.
During fiscal 2016, we purchased $759.2 million of common stock under previously authorized share buyback programs.
On August 2, 2016, we announced that the Board of Directors authorized a new $500.0 million share buyback program, which does not have an expiration date.
| Senior notes | 3.25 | % | | 2013 | | 2023 | | 300,000 | | | | 250,000 | | |
An excerpt. Shown here: 40 of 140 rewritten, 40 of 85 added and 40 of 75 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis in the FY2018 filing and the FY2017 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
1 rewritten, 0 added, 0 removed, 8 unchanged
If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would [removed: change by approximately $1.1 million.][added: not be impacted because we had no variable rate debt as of May 31, 2018.]
Item 1. Business
17 rewritten, 1 added, 7 removed, 42 unchanged
G&K is [removed: now] a wholly-owned subsidiary of Cintas that [removed: will operate] [added: operates] within the Uniform Rental and Facility Services operating segment.
Cintas’ [removed: 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, [removed: which includes G&K,] consists of the rental and servicing of uniforms and other [removed: garments] [added: garments,] including flame resistant clothing, mats, mops and shop towels and other ancillary items.
The First Aid and Safety Services reportable operating [removed: segment, which includes ZEE,] [added: segment] consists of first aid and safety products and services.
| Fiscal Year Ended May 31, (in thousands) | [removed: 2017] [added: 2018] | | | | [removed: 2016(1)] [added: 2017] | | | | [removed: 2015(1)] [added: 2016] | | |
| Uniform Rental and Facility Services | $ | [removed: 4,202,490] [added: 5,247,124] | | | $ | [removed: 3,759,524] [added: 4,202,490] | | | $ | [removed: 3,519,199] [added: 3,759,524] | |
| First Aid and Safety Services | [removed: 508,233] [added: 564,706] | | | | [removed: 461,783] [added: 508,233] | | | | [removed: 326,593] [added: 461,783] | | |
| All Other | [removed: 612,658] [added: 664,802] | | | | [removed: 574,465] [added: 612,658] | | | | [removed: 523,885] [added: 574,465] | | |
| Total Revenue | $ | [removed: 5,323,381] [added: 6,476,632] | | | $ | [removed: 4,795,772] [added: 5,323,381] | | | $ | [removed: 4,369,677] [added: 4,795,772] | |
In total, Cintas has approximately [removed: 11,000] [added: 11,100] local delivery routes, [removed: 528] [added: 474] operational facilities and 11 distribution centers.
At May 31, [removed: 2017,] [added: 2018,] Cintas employed approximately [removed: 42,000] [added: 41,000] employees, of which approximately [removed: 1,700] [added: 1,600] were represented by labor unions.
In addition, Cintas operates [removed: six] [added: five] manufacturing facilities that provide for standard uniform needs.
Environmental spending related to water treatment and waste removal was approximately [removed: $14] [added: $20] million in fiscal [removed: 2017] [added: 2018] and approximately [removed: $13] [added: $14] million in fiscal [removed: 2016.][added: 2017.]
Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $3] [added: $2] million in [removed: both] fiscal [removed: 2017] [added: 2018] and [added: approximately $3 million in] fiscal [removed: 2016.][added: 2017.]
[removed: Cintas does not expect] [added: As] a [removed: material change] [added: result of the G&K acquisition] in [added: fiscal 2017, Cintas' environmental spend and] the cost [removed: of] [added: or] environmental compliance [removed: and] [added: could increase in future years; however, Cintas] is not aware of any material non-compliance with environmental laws.
Cintas files with or furnishes to the [removed: SEC] [added: Securities and Exchange Commission (SEC)] Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as well as proxy statements and annual reports to shareholders, and, from time to time, other documents.
Cintas' SEC filings can be found on the Investors page of its website at [removed: www.cintas-corp.com/company/investor_information/highlights.aspx] [added: www.cintas.com/investors/highlights.aspx] and its Code of Conduct and Business Ethics can be found on the About Us page of its website at [removed: www.cintas-corp.com/company.][added: www.cintas.com/company.]
In fiscal 2018, Cintas sold a significant business referred to as "Discontinued Services." Prior to the sale of Discontinued Services, the operations were primarily included in All Other and classified as held for sale.
U.S. Generally Accepted Accounting Principles (U. S. GAAP) requires companies to evaluate their reportable operating segments periodically and when certain events occur.
As a result of 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.
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.
| | |
| --- | --- |
| (1) | The figures for fiscal 2016 and 2015 reflect the change in classification of 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." |
Cover and table of contents
30 rewritten, 4 added, 5 removed, 93 unchanged
| | For the Fiscal Year Ended May 31, [removed: 2017] [added: 2018] |
Indicate by [removed: a] check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to [removed: the] [added: this] Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting [removed: company,] [added: company] or an emerging growth company.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).
The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2016,] [added: 2017,] was [removed: $12,034,116,433] [added: $16,762,648,293] based on a closing sale price of [removed: $114.60] [added: $157.44] per share.
As of June 30, [removed: 2017, 181,027,841] [added: 2018, 182,752,319] shares of the Registrant's Common Stock were issued and [removed: 105,435,865] [added: 106,279,307] shares were outstanding.
Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2017] [added: 2018] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
| [Item [removed: 1.](#s10658E89EF97059F162C82469BCF46BF)] [added: 1.](#sB689E067F11F5ACFBA9434D120563D80)] | [removed: [Business](#s10658E89EF97059F162C82469BCF46BF)] [added: [Business](#sB689E067F11F5ACFBA9434D120563D80)] | [removed: [3](#s10658E89EF97059F162C82469BCF46BF)] [added: [3](#sB689E067F11F5ACFBA9434D120563D80)] |
| [Item [removed: 1A.](#s9ABC489F272C1AFF9B2E8246B583FB23)] [added: 1A.](#s377378BE56905B168409A2ECC3DD42C9)] | [Risk [removed: Factors](#s9ABC489F272C1AFF9B2E8246B583FB23)] [added: Factors](#s377378BE56905B168409A2ECC3DD42C9)] | [removed: [5](#s9ABC489F272C1AFF9B2E8246B583FB23)] [added: [5](#s377378BE56905B168409A2ECC3DD42C9)] |
| [Item [removed: 1B.](#s9D1A6EE415319DD227D98246B5A1D429)] [added: 1B.](#sEF4AEDE9CE785FD2A43D6602BCA93BE3)] | [Unresolved Staff [removed: Comments](#s9D1A6EE415319DD227D98246B5A1D429)] [added: Comments](#sEF4AEDE9CE785FD2A43D6602BCA93BE3)] | [removed: [9](#s9D1A6EE415319DD227D98246B5A1D429)] [added: [9](#sEF4AEDE9CE785FD2A43D6602BCA93BE3)] |
| [Item [removed: 2.](#s8B646ED96A668D652D5882469F712CD9)] [added: 2.](#sA76B36EF88165FC8B9FCF96CF2F39935)] | [removed: [Properties](#s8B646ED96A668D652D5882469F712CD9)] [added: [Properties](#sA76B36EF88165FC8B9FCF96CF2F39935)] | [removed: [10](#s8B646ED96A668D652D5882469F712CD9)] [added: [10](#sA76B36EF88165FC8B9FCF96CF2F39935)] |
| [Item [removed: 3.](#s0032213C966E0FA35AA28246B5FB3EC7)] [added: 3.](#sA12E19990B5E55FEA7AE159AF1CFADA9)] | [Legal [removed: Proceedings](#s0032213C966E0FA35AA28246B5FB3EC7)] [added: Proceedings](#sA12E19990B5E55FEA7AE159AF1CFADA9)] | [removed: [10](#s0032213C966E0FA35AA28246B5FB3EC7)] [added: [10](#sA12E19990B5E55FEA7AE159AF1CFADA9)] |
| [Item [removed: 4.](#s593642722CB76B3BDA668246B62D17BA)] [added: 4.](#sB91B876ECB4755068900B84FCBF48077)] | [Mine Safety [removed: Disclosures](#s593642722CB76B3BDA668246B62D17BA)] [added: Disclosures](#sB91B876ECB4755068900B84FCBF48077)] | [removed: [10](#s593642722CB76B3BDA668246B62D17BA)] [added: [10](#sB91B876ECB4755068900B84FCBF48077)] |
| [Item [removed: 5.](#s764903C96BF93E11392082469EBD19A6)] [added: 5.](#sD5A89F4E9AFE5AE9920A8F1472B8A5FC)] | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s764903C96BF93E11392082469EBD19A6)] [added: Securities](#sD5A89F4E9AFE5AE9920A8F1472B8A5FC)] | [removed: [11](#s764903C96BF93E11392082469EBD19A6)] [added: [11](#sD5A89F4E9AFE5AE9920A8F1472B8A5FC)] |
| [Item [removed: 6.](#s23754BEF9F7407823B2582469ADF08CD)] [added: 6.](#sFB9CF75C225A547C863C54101567FBFE)] | [Selected Financial [removed: Data](#s23754BEF9F7407823B2582469ADF08CD)] [added: Data](#sFB9CF75C225A547C863C54101567FBFE)] | [removed: [14](#s23754BEF9F7407823B2582469ADF08CD)] [added: [14](#sFB9CF75C225A547C863C54101567FBFE)] |
| [Item [removed: 7.](#s234F73023F5587ED4C9E8246B6CD42E0)] [added: 7.](#sB02DAFFD7A165D52877D1CB1F6231A78)] | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s234F73023F5587ED4C9E8246B6CD42E0)] [added: Operations](#sB02DAFFD7A165D52877D1CB1F6231A78)] | [removed: [15](#s234F73023F5587ED4C9E8246B6CD42E0)] [added: [15](#sB02DAFFD7A165D52877D1CB1F6231A78)] |
| [Item [removed: 7A.](#sAA3956E45F40CE304B608246B7B31707)] [added: 7A.](#s1E4AD3F4B78C509D8140626F565D29E7)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sAA3956E45F40CE304B608246B7B31707)] [added: Risk](#s1E4AD3F4B78C509D8140626F565D29E7)] | [removed: [28](#sAA3956E45F40CE304B608246B7B31707)] [added: [29](#s1E4AD3F4B78C509D8140626F565D29E7)] |
| [Item [removed: 8.](#sE196188F4B7ECFDA2F508246B7BDAF4D)] [added: 8.](#s52BCC1ED6B6A5DA5AC96F27B56023866)] | [Financial Statements and Supplementary [removed: Data](#sE196188F4B7ECFDA2F508246B7BDAF4D)] [added: Data](#s52BCC1ED6B6A5DA5AC96F27B56023866)] | [removed: [29](#sE196188F4B7ECFDA2F508246B7BDAF4D)] [added: [30](#s52BCC1ED6B6A5DA5AC96F27B56023866)] |
| [Item [removed: 9.](#s3E3D1559AE54660CCDFE8246C127A730)] [added: 9.](#s8FEB8FCCB34E5C9FA0D0ABD687C763DC)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s3E3D1559AE54660CCDFE8246C127A730)] [added: Disclosure](#s8FEB8FCCB34E5C9FA0D0ABD687C763DC)] | [removed: [79](#s3E3D1559AE54660CCDFE8246C127A730)] [added: [81](#s8FEB8FCCB34E5C9FA0D0ABD687C763DC)] |
| [Item [removed: 9A.](#s8DE5AAC3D8C09E4339DF8246C13B9C92)] [added: 9A.](#s93106C52F55156B987F5A3F76A5B7EA0)] | [Controls and [removed: Procedures](#s8DE5AAC3D8C09E4339DF8246C13B9C92)] [added: Procedures](#s93106C52F55156B987F5A3F76A5B7EA0)] | [removed: [79](#s8DE5AAC3D8C09E4339DF8246C13B9C92)] [added: [81](#s93106C52F55156B987F5A3F76A5B7EA0)] |
| [Item [removed: 9B.](#sA72B2D2BD0CFE4D65D928246C159F79C)] [added: 9B.](#s4BBD8B3030BA5023BE0E73684ED65163)] | [Other [removed: Information](#sA72B2D2BD0CFE4D65D928246C159F79C)] [added: Information](#s4BBD8B3030BA5023BE0E73684ED65163)] | [removed: [79](#sA72B2D2BD0CFE4D65D928246C159F79C)] [added: [81](#s4BBD8B3030BA5023BE0E73684ED65163)] |
| [Part [removed: III](#s3449D3C1B37114EE61B78246C18BD5A8)] [added: III](#s3B310A72872D5409AB6101F368D998F1)] | | |
| [Item [removed: 10.](#s0DC0DFCDD33EE086707B8246C1B3AAD9)] [added: 10.](#s768A18C5D6F85F5EA0DC7119C90EA9BF)] | [Directors, Executive Officers and Corporate [removed: Governance](#s0DC0DFCDD33EE086707B8246C1B3AAD9)] [added: Governance](#s768A18C5D6F85F5EA0DC7119C90EA9BF)] | [removed: [80](#s0DC0DFCDD33EE086707B8246C1B3AAD9)] [added: [82](#s768A18C5D6F85F5EA0DC7119C90EA9BF)] |
| [Item [removed: 11.](#sD42D328A575D6801A3018246C1E5C3BC)] [added: 11.](#s43140653B782564282A06D8ABE40AC50)] | [Executive [removed: Compensation](#sD42D328A575D6801A3018246C1E5C3BC)] [added: Compensation](#s43140653B782564282A06D8ABE40AC50)] | [removed: [80](#sD42D328A575D6801A3018246C1E5C3BC)] [added: [82](#s43140653B782564282A06D8ABE40AC50)] |
| [Item [removed: 12.](#sE78D3D88E5F1C2D70DF982469C7951C1)] [added: 12.](#sF8722BF33C20550E8A988DD0CEF501B0)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sE78D3D88E5F1C2D70DF982469C7951C1)] [added: Matters](#sF8722BF33C20550E8A988DD0CEF501B0)] | [removed: [80](#sE78D3D88E5F1C2D70DF982469C7951C1)] [added: [82](#sF8722BF33C20550E8A988DD0CEF501B0)] |
| [Item [removed: 13.](#s81EB6491F5DF2C7088378246C2353402)] [added: 13.](#s1CFEF3068F935F03994795F45ED2B36F)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s81EB6491F5DF2C7088378246C2353402)] [added: Independence](#s1CFEF3068F935F03994795F45ED2B36F)] | [removed: [80](#s81EB6491F5DF2C7088378246C2353402)] [added: [82](#s1CFEF3068F935F03994795F45ED2B36F)] |
| [Item [removed: 14.](#sC8A2AFFB51B80A8A98838246C2533D37)] [added: 14.](#s3CCE015A59145EA8BDAC9400EBDD12DB)] | [Principal Accountant Fees and [removed: Services](#sC8A2AFFB51B80A8A98838246C2533D37)] [added: Services](#s3CCE015A59145EA8BDAC9400EBDD12DB)] | [removed: [80](#sC8A2AFFB51B80A8A98838246C2533D37)] [added: [82](#s3CCE015A59145EA8BDAC9400EBDD12DB)] |
| [Item [removed: 15.](#s97A09AD38477BBA0878F8246C2ADF910)] [added: 15.](#s45ECF20B6F085E50B102CE198F785BE3)] | [Exhibits and Financial Statement [removed: Schedules](#s97A09AD38477BBA0878F8246C2ADF910)] [added: Schedules](#s45ECF20B6F085E50B102CE198F785BE3)] | [removed: [81](#s97A09AD38477BBA0878F8246C2ADF910)] [added: [83](#s45ECF20B6F085E50B102CE198F785BE3)] |
| [Item [removed: 16.](#sC8A2AFFB51B80A8A98838246C2533D37)] [added: 16.](#s3CCE015A59145EA8BDAC9400EBDD12DB)] | [Form 10-K [removed: Summary](#s97A09AD38477BBA0878F8246C2ADF910)] [added: Summary](#s45ECF20B6F085E50B102CE198F785BE3)] | [removed: [82](#s406f9e312c924594b87638e1cff6b8f1)] [added: [84](#s55ED724DAE345B7D99A5A62768EF229B)] |
10-K 1 ctas531201810k.htm 10-K
| [Part I](#s0EA41097C4425844BE06BFD821D90BE5) | | |
| [Part II](#sAB342C1E848A585994A16DA77315CC7D) | | |
| [Part IV](#s6D829833A29756B9A6D4518B082F8D9B) | | |
10-K 1 ctas531201710k.htm 10-K
(Check one):
| [Part I](#s77F3642068605AA2F4FF8246B5335A15) | | |
| [Part II](#s1C88194ED04428EBC6648246B64B22D2) | | |
| [Part IV](#s54F91130499A614FAEE28246C28501FD) | | |
Item 2. Properties
10 rewritten, 1 added, 1 removed, 18 unchanged
Cintas occupies [removed: 539] [added: 485] facilities located in [removed: 345] [added: 330] cities.
Cintas leases [removed: 295] [added: 251] of these facilities for various terms ranging from monthly to the year 2032.
Of the [removed: six] [added: five] 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.
Cintas operates 11 distribution centers and [removed: six] [added: five] manufacturing facilities.
Cintas owns or leases approximately [removed: 19,200] [added: 20,200] vehicles which are used for the route-based services and by the sales and management employee-partners.
| Rental Processing Plants | [removed: 217] [added: 210] | | |
| Rental Branches | [removed: 203] [added: 151] | | |
| First Aid and Safety Facilities | [removed: 53] [added: 55] | | |
| All Other Facilities | [removed: 49] [added: 53] | | |
| Manufacturing Facilities | [removed: 6] [added: 5] | | |
| Total | 485 | | |
| Total | 539 | | |
Item 5. Market for Registrant's Common Equity,
16 rewritten, 12 added, 16 removed, 26 unchanged
| February 2017 | [added: $ |] 122.21 | | | [added: $] | 112.96 | | [removed: |]
| November 2016 | [added: $ |] 119.94 | | | [added: $] | 102.07 | | [removed: |]
| August 2016 | [added: $ |] 117.69 | | | [added: $] | 91.24 | | [removed: |]
At May 31, [removed: 2017,] [added: 2018,] there were approximately 2,000 shareholders [removed: on] [added: of] record of Cintas' common stock.
Cintas believes that this represents approximately [removed: 62,000] [added: 106,000] beneficial owners.
Dividends on Cintas' outstanding common stock have been paid annually and amounted to [removed: $1.33] [added: $1.62] per share, [removed: $1.05] [added: $1.33] per share and [removed: $1.70] [added: $1.05] per share in fiscal [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.
[removed: The following graph summarizes the cumulative return on $100 invested in Cintas' common stock, the S&P 500 Stock Index, the common stocks of a selected peer group of 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: groups] [added: group] used in the performance graph combines publicly traded companies in the business services industry that have similar characteristics as Cintas for each fiscal year, such as route based delivery of products and services.
The companies included in the [removed: New] Peer Group are UniFirst Corporation, ABM [removed: Industries and Rollins,] [added: Industries,] Inc. [added: and] Rollins, Inc. [removed: was added to the New Peer Group because it is a route based provider of products and services with similar characteristics as Cintas.]
The companies in the Peer [removed: Groups] [added: Group] are not the same as those considered by the Compensation Committee of the Board of Directors.
[removed: ][added: ]
[added: |] (1) [added: |] On August 6, 2016, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program, which does not have an expiration date. [added: From the inception of the August 6, 2016 share buyback program through May 31, 2018, Cintas has purchased a total of 0.5 million shares of Cintas common stock at an average price of $173.51 per share for a total purchase price of $90.0 million. |]
(2) During March [removed: 2017,] [added: 2018,] Cintas acquired [removed: 937] [added: 548] 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: $126.20] [added: $169.59] per share for a total purchase price of [added: less than] $0.1 million.
(3) During [removed: April 2017,] [added: May 2018,] Cintas acquired [removed: 689] [added: 1,256] 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: $125.11] [added: $180.62] per share for a total purchase price of [removed: less than $0.1] [added: $0.2] million.
| Fiscal 2018 | | | | | | | |
| May 2018 | $ | 184.22 | | | $ | 162.11 | |
| February 2018 | $ | 172.91 | | | $ | 147.38 | |
| November 2017 | $ | 157.81 | | | $ | 131.75 | |
| August 2017 | $ | 139.74 | | | $ | 123.00 | |
The following graph summarizes the cumulative return on $100 invested in Cintas' common stock, the S&P 500 Stock Index and the common stocks of a selected peer group of companies.
| March 1 - 31, 2018 (2) | 548 | | | $ | 169.59 | | | — | | | $ | 500.0 | |
| April 1 - 30, 2018 | 203,002 | | | 171.30 | | | | 203,002 | | | 465.3 | | |
| May 1 - 31, 2018 (3) | 316,930 | | | 174.96 | | | | 315,674 | | | 410.0 | | |
| Total | 520,480 | | | $ | 173.53 | | | 518,676 | | | $ | 410.0 | |
| | |
| --- | --- |
| 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 | | |
The fiscal 2015 dividend was comprised of an annual cash dividend of $0.85 per share, and an additional $0.85 per share special dividend related to the cash proceeds received from the Shred-it Transaction.
Prior to fiscal 2017, Cintas compared its common stock returns to the following publicly traded companies: G & K Services, Inc., UniFirst Corporation, ABM Industries and Iron Mountain, Inc. (Old Peer Group).
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).
(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 | |
(4) During May 2017, Cintas acquired 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 $124.75 per share for a total purchase price of $0.5 million.
Item 6. Selected Financial Data
20 rewritten, 7 added, 4 removed, 13 unchanged
| [added: (In thousands except per share and percentage data)] Fiscal Years Ended May 31, | [removed: 2013(1) | | | |] 2014(1) | | | | 2015(1) | | | | 2016(1) | | | | 2017(1)(2) | | | | [added: 2018(1) | | | |] Compound Annual Growth [removed: (2013-2017)] [added: (2014-2018)] | [added: |]
| Revenue | $ | [removed: 3,878,271] [added: 4,091,204] | | | $ | [removed: 4,091,204] [added: 4,369,677] | | | $ | [removed: 4,369,677] [added: 4,795,772] | | | $ | [removed: 4,795,772] [added: 5,323,381] | | | $ | [removed: 5,323,381] [added: 6,476,632] | | | [removed: 8.2%] [added: 12.2] | [added: % |]
| Net Income, Continuing Operations | [removed: 300,150 | | | |] 330,541 | | | | 402,553 | | | | 448,605 | | | | 457,286 | | | | [removed: 11.1%] [added: 783,932] | [added: | | | 24.1 | % |]
| Net Income, Discontinued Operations | [removed: 15,292 | | | |] 43,901 | | | | 28,065 | | | | 244,915 | | | | 23,422 | | | | [removed: 11.2%] [added: 58,654] | [added: | | | 7.5 | % |]
| Net Income | $ | [removed: 315,442] [added: 374,442] | | | $ | [removed: 374,442] [added: 430,618] | | | $ | [removed: 430,618] [added: 693,520] | | | $ | [removed: 693,520] [added: 480,708] | | | $ | [removed: 480,708] [added: 842,586] | | | [removed: 11.1%] [added: 22.5] | [added: % |]
| Basic Earnings Per Share: | | | | | | | | | | | | | | | | | | | | | | [added: |]
| Continuing Operations | $ | [removed: 2.41] [added: 2.72] | | | $ | [removed: 2.72] [added: 3.44] | | | $ | [removed: 3.44] [added: 4.08] | | | $ | [removed: 4.08] [added: 4.27] | | | $ | [removed: 4.27] [added: 7.24] | | | [removed: 15.4%] [added: 27.7] | [added: % |]
| Discontinued Operations | [removed: 0.12 | | | |] 0.36 | | | | 0.24 | | | | 2.22 | | | | 0.22 | | | | [removed: 16.4%] [added: 0.54] | [added: | | | 10.7 | % |]
| Basic Earnings Per Share | $ | [removed: 2.53] [added: 3.08] | | | $ | [removed: 3.08] [added: 3.68] | | | $ | [removed: 3.68] [added: 6.30] | | | $ | [removed: 6.30] [added: 4.49] | | | $ | [removed: 4.49] [added: 7.78] | | | [removed: 15.4%] [added: 26.1] | [added: % |]
| Diluted Earnings Per Share: | | | | | | | | | | | | | | | | | | | | | | [added: |]
| Continuing Operations | $ | [removed: 2.40] [added: 2.69] | | | $ | [removed: 2.69] [added: 3.39] | | | $ | [removed: 3.39] [added: 4.02] | | | $ | [removed: 4.02] [added: 4.17] | | | $ | [removed: 4.17] [added: 7.03] | | | [removed: 14.8%] [added: 27.1] | [added: % |]
| Discontinued Operations | [removed: 0.12 | | | |] 0.36 | | | | 0.24 | | | | 2.19 | | | | 0.21 | | | | [removed: 15.0%] [added: 0.53] | [added: | | | 10.2 | % |]
| Diluted Earnings Per Share | $ | [removed: 2.52] [added: 3.05] | | | $ | [removed: 3.05] [added: 3.63] | | | $ | [removed: 3.63] [added: 6.21] | | | $ | [removed: 6.21] [added: 4.38] | | | $ | [removed: 4.38] [added: 7.56] | | | [removed: 14.8%] [added: 25.5] | [added: % |]
| Dividends Per Share | $ | [removed: 0.64] [added: 0.77] | | | $ | [removed: 0.77] [added: 1.70] | | | $ | [removed: 1.70] [added: 1.05] | | | $ | [removed: 1.05] [added: 1.33] | | | $ | [removed: 1.33] [added: 1.62] | | | [removed: 20.1%] [added: 20.4] | [added: % |]
| Total Assets (3) | $ | [removed: 4,336,417] [added: 4,454,457] | | | $ | [removed: 4,454,457] [added: 4,185,675] | | | $ | [removed: 4,185,675] [added: 4,098,815] | | | $ | [removed: 4,098,815] [added: 6,844,057] | | | $ | [removed: 6,844,057] [added: 6,958,214] | | | [removed: 12.1%] [added: 11.8] | [added: % |]
| Shareholders' Equity | $ | [removed: 2,201,492] [added: 2,192,858] | | | $ | [removed: 2,192,858] [added: 1,932,455] | | | $ | [removed: 1,932,455] [added: 1,842,659] | | | $ | [removed: 1,842,659] [added: 2,302,793] | | | $ | [removed: 2,302,793] [added: 3,016,526] | | | [removed: 1.1%] [added: 8.3] | [added: % |]
| Long-Term Debt [added: (3)] | $ | [removed: 1,291,764] [added: 1,292,482] | | | $ | [removed: 1,292,482] [added: 1,293,215] | | | $ | [removed: 1,293,215] [added: 1,294,422] | | | $ [added: 3,133,524(5)] | [removed: 1,294,422] | | | $ [removed: 3,133,524(5)] | [added: 2,535,309] | | | | [added: |]
| (1) | In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of [removed: 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. |
| (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 [removed: G&K] [added: 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, [removed: 2015, 2014] [added: 2015] and [removed: 2013] [added: 2014] were reclassifications of $5.6 million, $6.8 [removed: million, $8.0] million and [removed: $9.2] [added: $8.0] million, respectively, from other assets to long-term liabilities. |
| | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Return on Average Equity (4) | 15.0 | | % | | 19.5 | | % | | 23.8 | | % | | 22.1 | | % | | 29.5 | | % | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousands except per share and percentage data) | | | | | | | | | | | | | | | | | | | | | |
| Return on Average Equity (4) | 13.8% | | | | 15.0% | | | | 19.5% | | | | 23.8% | | | | 22.1% | | | | |
Item 8. Financial Statements and Supplementary Data
452 rewritten, 303 added, 335 removed, 1,102 unchanged
Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]
| [Management's Report on Internal Control over Financial [removed: Reporting](#s087A9BE8112D636FCD2D8246B7D1AF29)] [added: Reporting](#s0A2F1D7692E954D7B4F947E395F4314C)] | [removed: [30](#s087A9BE8112D636FCD2D8246B7D1AF29)] [added: [31](#s0A2F1D7692E954D7B4F947E395F4314C)] |
| [Reports of Independent Registered Public Accounting [removed: Firm](#s636F6D3FA377D1AA5C348246B7DB7373)] [added: Firm](#s0B69AA53240B5077B345309D1D813951)] | [removed: [31](#s636F6D3FA377D1AA5C348246B7DB7373)] [added: [32](#s0B69AA53240B5077B345309D1D813951)] |
| [Consolidated Statements of [removed: Income](#s856B5646B0FDED8AC5C18246855FABFB)] [added: Income](#s4754F97013FC5F6D8640FB4371970FE8)] | [removed: [33](#s856B5646B0FDED8AC5C18246855FABFB)] [added: [34](#s4754F97013FC5F6D8640FB4371970FE8)] |
| [Consolidated Statements of Comprehensive [removed: Income](#s84DB7AADEC613EF0C0B18246859B9171)] [added: Income](#s5107908260765F1F886CE80A77619905)] | [removed: [34](#s84DB7AADEC613EF0C0B18246859B9171)] [added: [35](#s5107908260765F1F886CE80A77619905)] |
| [Consolidated Balance [removed: Sheets](#s445A72061DA5D8C907AA824685B99BA9)] [added: Sheets](#s02190EBE51B15B31AB31F6B6DE1075B2)] | [removed: [35](#s445A72061DA5D8C907AA824685B99BA9)] [added: [36](#s02190EBE51B15B31AB31F6B6DE1075B2)] |
| [Consolidated Statements of Shareholders' [removed: Equity](#s0B70A56551651856B3C68246861D6E6E)] [added: Equity](#s933ED75A237C53C78EC0980D458873D2)] | [removed: [36](#s0B70A56551651856B3C68246861D6E6E)] [added: [37](#s933ED75A237C53C78EC0980D458873D2)] |
| [Consolidated Statements of Cash [removed: Flows](#sBC8B452038DCE077C1C3824686C743E8)] [added: Flows](#s72C3E9A302895F629A57323AD860575E)] | [removed: [37](#sBC8B452038DCE077C1C3824686C743E8)] [added: [38](#s72C3E9A302895F629A57323AD860575E)] |
| [Notes to Consolidated Financial [removed: Statements](#s0B89AC12701ABFEDDE198246B993326E)] [added: Statements](#sACEB00F5ABBF5EEEB6B3B743E79CD28C)] | [removed: [38](#s0B89AC12701ABFEDDE198246B993326E)] [added: [39](#sACEB00F5ABBF5EEEB6B3B743E79CD28C)] |
With the supervision of our Chairman and Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2017.][added: 2018.]
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2017,] [added: 2018,] 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.
| | | J. Michael Hansen [removed: Senior] [added: Executive] Vice President and Chief Financial Officer |
[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders] of Cintas Corporation
We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2017,] [added: 2018,] 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).
[removed: Cintas Corporation’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: Management’s Report on Internal Control over Financial Reporting.][added: “Report of Management”.]
We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of the company’s assets that could have a material effect on the financial statements.
In our opinion, Cintas Corporation [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated balance sheets of [removed: Cintas Corporation] [added: the Company] as of May 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017,] and the related consolidated statements of income, comprehensive income, shareholders’ [removed: equity] [added: equity,] and cash flows for each of the three years in the period ended May 31, [removed: 2017] [added: 2018,] and [added: the related notes and financial statement schedule listed in the Index at Item 15(a), and] our report dated July [removed: 31, 2017] [added: 27, 2018,] expressed an unqualified opinion thereon.
| [removed: | |] /s/ ERNST & YOUNG LLP | [added: | |]
We have audited the accompanying consolidated balance sheets of Cintas Corporation [added: (the Company)] as of May 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: shareholders’] equity and cash flows for each of the three years in the period ended May 31, [removed: 2017.][added: 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).]
These [removed: consolidated] financial statements [removed: and schedule] are the responsibility of [removed: Cintas Corporation’s] [added: the Company's] management.
Our responsibility is to express an opinion on [removed: these] [added: the Company’s] financial statements [removed: and schedule] based on our audits.
We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]
[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.
[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]
In our opinion, the [added: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the [removed: consolidated] financial position of [removed: Cintas Corporation] [added: the Company] at May 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the [removed: consolidated] results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended May 31, [removed: 2017,] [added: 2018,] 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 [removed: States), Cintas Corporation’s] [added: States) (PCAOB), the Company’s] internal control over financial reporting as of May 31, [removed: 2017,] [added: 2018,] 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: 31, 2017] [added: 27, 2018,] expressed an unqualified opinion thereon.
| (In thousands except per share data) | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Uniform rental and facility services | $ | [removed: 4,202,490] [added: 5,247,124] | | | $ | [removed: 3,759,524] [added: 4,202,490] | | | $ | [removed: 3,519,199] [added: 3,759,524] | |
| Other | [removed: 1,120,891] [added: 1,229,508] | | | | [removed: 1,036,248] [added: 1,120,891] | | | | [removed: 850,478] [added: 1,036,248] | | |
| | [removed: 5,323,381] [added: 6,476,632] | | | | [removed: 4,795,772] [added: 5,323,381] | | | | [removed: 4,369,677] [added: 4,795,772] | | |
| Cost of uniform rental and facility services | [removed: 2,307,774] [added: 2,886,959] | | | | [removed: 2,092,833] [added: 2,307,774] | | | | [removed: 1,992,665] [added: 2,092,833] | | |
| Cost of other | [removed: 635,312] [added: 681,150] | | | | [removed: 601,599] [added: 635,312] | | | | [removed: 484,089] [added: 601,599] | | |
| Selling and administrative expenses | [removed: 1,527,380] [added: 1,916,792] | | | | [removed: 1,332,399] [added: 1,527,380] | | | | [removed: 1,209,284] [added: 1,332,399] | | |
| G&K Services, Inc. transaction and integration expenses | 79,224 | | | | — | | | | — | | | [added: | — | | | | 79,224 | | |]
| Operating income | [removed: 773,691] [added: 949,834] | | | | [removed: 768,941] [added: 773,691] | | | | [removed: 683,639] [added: 768,941] | | |
| Interest income | [removed: (237] [added: (1,342] | | ) | | [removed: (896] [added: (237] | | ) | | [removed: (339] [added: (896] | | ) |
| Interest expense | [removed: 86,524] [added: 110,175] | | | | [removed: 64,522] [added: 86,524] | | | | [removed: 65,161] [added: 64,522] | | |
Opinion on Internal Control over Financial Reporting
Basis for Opinion
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Definition and Limitations of Internal Control Over Financial Reporting
July 27, 2018
To the Shareholders and the Board of Directors of Cintas Corporation
Opinion on the Financial Statements
Basis for Opinion
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
| /s/ ERNST & YOUNG LLP | | |
We have served as the Company’s auditor since 1968
July 27, 2018
| Net income | $ | 842,586 | | | $ | 480,708 | | | $ | 693,520 | |
| Cash and cash equivalents | $ | 138,724 | | | $ | 169,266 | |
| | $ | 6,958,214 | | | $ | 6,844,057 | |
| 2018: 182,723,471 shares issued and 106,326,383 shares outstanding | | | | | | | |
| 2018: 76,397,088 shares | | | | | | | |
| | $ | 6,958,214 | | | $ | 6,844,057 | |
| Dividends | — | | | — | | | | — | | | | (175,589 | | ) | | — | | | | — | | | — | | | | (175,589 | | ) |
| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (805 | ) | | (127,319 | | ) | | (127,319 | | ) |
| Balance at May 31, 2018 | 182,723 | | | $ | 618,464 | | | $ | 245,211 | | | $ | 5,837,827 | | | $ | 16,343 | | | (76,397 | ) | | $ | (3,701,319 | ) | | $ | 3,016,526 | |
| Net income | $ | 842,586 | | | $ | 480,708 | | | $ | 693,520 | |
| Gain on sale of business | (96,400 | | ) | | — | | | | — | | |
| Proceeds from sale of business | 127,835 | | | | — | | | | — | | |
In fiscal 2018, Cintas sold a significant business referred to as "Discontinued Services." Prior to the sale of Discontinued Services, the operations were primarily included in All Other and classified as held for sale.
| (In thousands) | 2018 | | | | 2017 | | |
| | $ | 280,347 | | | $ | 278,218 | |
Other rental items,
Discrete financial information of G&K ceased to exist in early fiscal 2018 and is now evaluated by the CODM within the consolidated Uniform Rental and Facility Services operating segment.
The Company evaluated impairment indicators for all reporting units, including those prior to and subsequent to the composition change in fiscal 2018, noting none.
The G&K service contract asset is being amortized over a period of 15 years, which represents the estimated life of the economic benefit.
| (In thousands) | 2018 | | | | 2017 | | |
| | $ | 420,129 | | | $ | 429,809 | |
Environmental Obligations.
Environmental obligations are recorded when it is probable that obligations have been incurred and the costs can be reasonably estimated, except for acquired environmental obligations which are recorded at fair value.
Cintas’ environmental obligations are estimated based on an evaluation of various factors, including currently available facts, existing technology, presently enacted laws and regulations, and remediation experience.
Where the available information is sufficient to estimate the amount of the obligation, that estimate has been recorded.
Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range has been used.
Management actively monitors all locations for
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
Our audits also included the consolidated financial statement schedule listed in the Index at Item 15(a)(2).
Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
| | | | | | | | | | | | |
| Gain on sale of stock of an equity method investment | — | | | | — | | | | 21,739 | | |
| Long-term assets held for sale | — | | | | 21,039 | | |
| | $ | 6,844,057 | | | $ | 4,098,815 | |
| 2016: 179,598,516 shares issued and 105,400,629 shares outstanding | 485,068 | | | | 409,682 | | |
| 2016: 75,385,037 shares | (3,574,000 | | ) | | (3,553,276 | | ) |
| Balance at June 1, 2014 | 176,378 | | | $ | 251,753 | | | $ | 134,939 | | | $ | 3,998,893 | | | $ | 28,428 | | | (59,341 | ) | | $ | (2,221,155 | ) | | $ | 2,192,858 | |
| Net income | — | | | — | | | | — | | | | 430,618 | | | | — | | | | — | | | — | | | | 430,618 | | |
| Dividends | — | | | — | | | | — | | | | (201,891 | | ) | | — | | | | — | | | — | | | | (201,891 | | ) |
| Repurchase of common stock | — | | | — | | | | — | | | | — | | | | — | | | | (7,073 | ) | | (551,970 | | ) | | (551,970 | | ) |
| Other | — | | | — | | | | 12,507 | | | | — | | | | — | | | | — | | | — | | | | 12,507 | | |
| Gain on sale of stock of an equity method investment | — | | | | — | | | | (21,739 | | ) |
| Proceeds from sale of stock of an equity method investment | — | | | | — | | | | 29,933 | | |
| Dividends received on equity method investment | — | | | | — | | | | 5,247 | | |
| Dividends received on Shred-it | — | | | | — | | | | 113,400 | | |
| Cash and cash equivalents at beginning of year | 139,357 | | | | 417,073 | | | | 513,288 | | |
U.S. Generally Accepted Accounting Principles (U. S. GAAP) requires companies to evaluate their reportable operating segments periodically and when certain events occur.
As a result of 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.
At May 31, 2017, Cintas has classified a significant business, referred to as "Discontinued Services," as held for sale.
Consolidated Financial statement presentation.
We have reclassified certain prior-year amounts, primarily related to discontinued operations, to conform to the current year’s presentation.
| | $ | 278,218 | | | $ | 249,362 | |
The increase in the reserve during fiscal 2017 is related to excess inventory obtained in the G&K acquisition.
Given the proximity of the G&K acquisition date to the consolidated balance sheet date, the Company
performed a high level qualitative analysis for its G&K reporting unit, which considered indicators of impairment to evaluate whether the fair value was more-likely-than-not in excess of its carrying value.
The key indicators considered include macroeconomic conditions, industry/market considerations, financial performance, cash flow, changes in management, and composition of net assets.
| | $ | 429,809 | | | $ | 343,266 | |
The increase in accrued liabilities from May 31, 2016 to May 31, 2017 is primarily related to the acquisition of G&K.
This guidance is effective for reporting periods beginning after December 15, 2014 and is required to be applied prospectively.
timing and uncertainty of revenue that is recognized from contracts with customers.
This guidance will be effective for reporting periods beginning after December 15, 2017 and will be required to be applied retrospectively.
Early application of the amendments in this update is not permitted.
A cross-functional implementation team has been established consisting of representatives from all of our operating segments.
The implementation team is working to analyze the impact of the standard on Cintas' contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to revenue contracts.
An excerpt. Shown here: 40 of 452 rewritten, 40 of 303 added and 40 of 335 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2018 filing and the FY2017 filing.
Item 9A. Controls and Procedures
3 rewritten, 0 added, 1 removed, 3 unchanged
With the participation of Cintas' management, including Cintas' 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 [added: Securities] Exchange [added: Act of 1934 (the Exchange] Act) as of May 31, [removed: 2017.][added: 2018.]
Based on such evaluation, Cintas' management, including Cintas' 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: 2017,] [added: 2018,] 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: 2017,] [added: 2018,] 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.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2017] [added: 2018] 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).
Item 12. Security Ownership of Certain Beneficial
2 rewritten, 2 added, 2 removed, 8 unchanged
The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2017.][added: 2018.]
(1) Excludes [removed: 2,742,074] [added: 2,641,114] unvested restricted stock units.
| Equity compensation plans approved by shareholders | 8,930,186 | | | $ | 96.71 | | | 10,595,954 | |
| Total | 8,930,186 | | | $ | 96.71 | | | 10,595,954 | |
| Equity compensation plans approved by shareholders | 8,588,050 | | | $ | 74.77 | | | 12,444,826 | |
| Total | 8,588,050 | | | $ | 74.77 | | | 12,444,826 | |
Item 13. Certain Relationships and
1 rewritten, 0 added, 0 removed, 1 unchanged
[removed: Transactions,] [added: Related Transactions] and Director Independence
Item 15. Exhibits and Financial Statement Schedules
42 rewritten, 6 added, 17 removed, 69 unchanged
| (a) (1) | | | Financial Statements. All financial statements required to be filed by Item 8 of Form 10-K and included in this Annual Report are listed in Item 8. No additional financial statements are filed because the requirements [removed: for] [added: of] paragraph [removed: (d)] [added: (c)] under Item [removed: 14] [added: 15] are not applicable to Cintas. |
| | | | For each of the three years in the period ended May 31, [removed: 2017.] [added: 2018.] |
| [removed: 2.1] [added: [2.1](http://www.sec.gov/Archives/edgar/data/723254/000110465914020801/a14-8366_1ex2d1.htm)] | | * | [removed: JV] [added: [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 [removed: dated] [added: filed on] March 19, [removed: 2014.)] [added: 2014).](http://www.sec.gov/Archives/edgar/data/723254/000110465914020801/a14-8366_1ex2d1.htm)] |
| [removed: 2.2] [added: [2.2](http://www.sec.gov/Archives/edgar/data/723254/000072325415000029/exhibit201.htm)] | | * | [removed: Securities] [added: [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 [removed: dated] [added: filed on] October 1, [removed: 2015.)] [added: 2015).](http://www.sec.gov/Archives/edgar/data/723254/000072325415000029/exhibit201.htm)] |
| [removed: 2.3] [added: [2.3](http://www.sec.gov/Archives/edgar/data/723254/000110465916140051/a16-16841_1ex2d1.htm)] | | * | [removed: Agreement] [added: [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 [removed: dated] [added: filed on] August 16, [removed: 2016.)] [added: 2016).](http://www.sec.gov/Archives/edgar/data/723254/000110465916140051/a16-16841_1ex2d1.htm)] |
| [removed: 3.1] [added: [3.1](http://www.sec.gov/Archives/edgar/data/723254/000095015207009382/l28750aexv4w1.htm)] | | | [removed: Restated] [added: [Restated] Articles of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 to [added: Post Effective Amendment No. 1 to] Cintas' Registration Statement No. [removed: 333-160926] [added: 333-136631-09] on Form S-3 filed on December 3, [removed: 2007.)] [added: 2007).](http://www.sec.gov/Archives/edgar/data/723254/000095015207009382/l28750aexv4w1.htm)] |
| [removed: 3.2] [added: [3.2](http://www.sec.gov/Archives/edgar/data/723254/000089225108000207/ex3101408.htm)] | | | [removed: Amended] [added: [Amended] and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] October 14, [removed: 2008.)] [added: 2008).](http://www.sec.gov/Archives/edgar/data/723254/000089225108000207/ex3101408.htm)] |
| [removed: 4.1] [added: [4.1](http://www.sec.gov/Archives/edgar/data/723254/000091205702033406/a2087131zex-4_1.htm)] | | | [removed: Indenture] [added: [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 [added: Exhibit 4.1 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2002.)] [added: 2002).](http://www.sec.gov/Archives/edgar/data/723254/000091205702033406/a2087131zex-4_1.htm)] |
| [removed: 4.2] [added: [4.2](http://www.sec.gov/Archives/edgar/data/723254/000095015206007116/l22005aexv4w3.htm)] | | | [removed: Form] [added: [Form] of 6.15% Senior Note due 2036 (Incorporated by reference to [added: Exhibit 4.3 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] August [removed: 17, 2006.)] [added: 21, 2006).](http://www.sec.gov/Archives/edgar/data/723254/000095015206007116/l22005aexv4w3.htm)] |
| [removed: 4.5] [added: [4.3](http://www.sec.gov/Archives/edgar/data/723254/000110465911030745/a11-11272_4ex4d2.htm)] | | | [removed: Form] [added: [Form] of 4.30% Senior Note due 2021 (Incorporated by reference to [added: Exhibit 4.2 to] Cintas' Current report on Form 8-K [removed: dated] [added: filed on] May 23, [removed: 2011.)] [added: 2011).](http://www.sec.gov/Archives/edgar/data/723254/000110465911030745/a11-11272_4ex4d2.htm)] |
| [removed: 4.6] [added: [4.4](http://www.sec.gov/Archives/edgar/data/723254/000110465912042412/a12-13310_3ex4d1.htm)] | | | [removed: Form] [added: [Form] of 3.25% Senior Note due 2022 (Incorporated by reference to [added: Exhibit 4.1 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] June 8, [removed: 2012.)] [added: 2012).](http://www.sec.gov/Archives/edgar/data/723254/000110465912042412/a12-13310_3ex4d1.htm)] |
| [removed: 4.7] [added: [4.7](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-3.htm)] | | | [removed: Form] [added: [Form] of [removed: 2.900%] [added: 3.250%] Senior Notes due 2022 (Incorporated by reference to [added: Exhibit 4.3 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] March 14, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-3.htm)] |
| [removed: 4.8] [added: [4.6](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm)] | | | [removed: Form] [added: [Form] of 3.700% Senior Notes due 2027 (Incorporated by reference to [added: Exhibit 4.2 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] March 14, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm)] |
| [removed: 4.9] [added: [4.5](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-1.htm)] | | | [removed: Form] [added: [Form] of [removed: 3.250%] [added: 2.900%] Senior Notes due 2022 (Incorporated by reference to [added: Exhibit 4.1 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] March 14, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-1.htm)] |
| [removed: 10.9] [added: [10.1](http://www.sec.gov/Archives/edgar/data/723254/000072325416000059/ex101amendedandrestatedcre.htm)] | | | [removed: Amended] [added: [Amended] and Restated Credit Agreement, dated as of September 16, 2016, among Cintas Corp. No. 2, the Lenders party thereto and KeyBank National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] September 22, [removed: 2016).] [added: 2016).](http://www.sec.gov/Archives/edgar/data/723254/000072325416000059/ex101amendedandrestatedcre.htm)] |
| [removed: 10.10] [added: [10.2](http://www.sec.gov/Archives/edgar/data/723254/000119312517090883/d318644dex41.htm)] | | | [removed: Amended] [added: [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 [added: Exhibit 4.1 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] March 21, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/723254/000119312517090883/d318644dex41.htm)] |
| [removed: 10.14] [added: [10.6](http://www.sec.gov/Archives/edgar/data/723254/000089225101000001/0000892251-01-000001-0002.htm)] | | * | [removed: Directors'] [added: [Directors'] Deferred Compensation Plan (Incorporated by reference to [added: Exhibit 10.12 to] Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, [removed: 2000.)] [added: 2000).](http://www.sec.gov/Archives/edgar/data/723254/000089225101000001/0000892251-01-000001-0002.htm)] |
| [removed: 10.15] [added: 10.3] | | * | [removed: Amended and Restated 2003 Directors' Stock Option] [added: Partners'] Plan (Incorporated by reference to Cintas' Annual Report [added: on] Form 10-K for the year ended May 31, [removed: 2004.)] [added: 1993).] |
| [removed: 10.16] [added: [10.7](http://www.sec.gov/Archives/edgar/data/723254/000089225105000327/ex10022805.htm)] | | * | [removed: Form] [added: [Form] of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to [added: Exhibit 10 to] Cintas' Quarterly Report on Form 10-Q for the quarter ended February 28, [removed: 2005.)] [added: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000089225105000327/ex10022805.htm)] |
| [removed: 10.17] [added: [10.8](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d18.htm)] | | * | [removed: President] [added: [President] and CEO Executive Compensation Plan (Incorporated by reference to [added: Exhibit 10.18 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2005.)] [added: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d18.htm)] |
| [removed: 10.18] [added: [10.9](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d19.htm)] | | * | [removed: 2006] [added: [2006] Executive Incentive Plan (Incorporated by reference to [added: Exhibit 10.19 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2005.)] [added: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000110465905039417/a05-13922_1ex10d19.htm)] |
| [removed: 10.19] [added: [10.10](http://www.sec.gov/Archives/edgar/data/723254/000104746905022345/a2162451zdef14a.htm)] | | * | [removed: 2005] [added: [2005] Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, [removed: 2005.)] [added: 2005).](http://www.sec.gov/Archives/edgar/data/723254/000104746905022345/a2162451zdef14a.htm)] |
| [removed: 10.20] [added: [10.11](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d21.htm)] | | * | [removed: Criteria] [added: [Criteria] for Performance Evaluation of the President and CEO (Incorporated by reference to [added: Exhibit 10.21 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2006.)] [added: 2006).](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d21.htm)] |
| [removed: 10.21] [added: [10.12](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d22.htm)] | | * | [removed: 2007] [added: [2007] Executive Incentive Plan (Incorporated by reference to [added: Exhibit 10.22 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2006.)] [added: 2006).](http://www.sec.gov/Archives/edgar/data/723254/000110465906053974/a06-16851_1ex10d22.htm)] |
| [removed: 10.22] [added: [10.13](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_17.htm)] | | * | [removed: Amendment] [added: [Amendment] No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to [added: Exhibit 10.17 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2011.)] [added: 2011).](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_17.htm)] |
| [removed: 10.23] [added: [10.14](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_18.htm)] | | * | [removed: Form] [added: [Form] of Restricted Stock Agreement (Incorporated by reference to [added: Exhibit 10.18 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2011.)] [added: 2011).](http://www.sec.gov/Archives/edgar/data/723254/000104746911006745/a2204868zex-10_18.htm)] |
| [removed: 10.24] [added: [10.15](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d1.htm)] | | * | [removed: Amendment] [added: [Amendment] No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to [added: Exhibit 10.1 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] July 27, [removed: 2012.)] [added: 2012).](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d1.htm)] |
| [removed: 10.26] [added: [10.17](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-4.htm)] | | * | [removed: Amendment] [added: [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 [removed: dated] [added: filed on] October 23, [removed: 2013.)] [added: 2013).](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-4.htm)] |
| [removed: 10.27] [added: [10.18](http://www.sec.gov/Archives/edgar/data/723254/000072325414000035/ex10510-14.htm)] | | * | [removed: Amendment] [added: [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 [removed: dated] [added: filed on] October 22, [removed: 2014.)] [added: 2014).](http://www.sec.gov/Archives/edgar/data/723254/000072325414000035/ex10510-14.htm)] |
| [removed: 10.28] [added: [10.19](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-5.htm)] | | * | [removed: Cintas] [added: [Cintas] Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] October 23, [removed: 2013.)] [added: 2013).](http://www.sec.gov/Archives/edgar/data/723254/000072325413000021/ex10-5.htm)] |
| [removed: 10.29] [added: [10.20](http://www.sec.gov/Archives/edgar/data/723254/000072325416000069/exhibit101.htm)] | | * | [removed: Cintas] [added: [Cintas] Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to [added: Exhibit 10.1 to] Cintas' Current Report on Form 8-K [removed: dated] [added: filed on] October 20, [removed: 2016).] [added: 2016).](http://www.sec.gov/Archives/edgar/data/723254/000072325416000069/exhibit101.htm)] |
| [removed: 14] [added: [14](http://www.sec.gov/Archives/edgar/data/723254/000110465904024519/a04-8825_1ex14d.htm)] | | | [removed: Code] [added: [Code] of Ethics (Incorporated by reference to [added: Exhibit 14 to] Cintas' Annual Report on Form 10-K for the year ended May 31, [removed: 2004.)] [added: 2004).](http://www.sec.gov/Archives/edgar/data/723254/000110465904024519/a04-8825_1ex14d.htm)] |
| [removed: 31.1] [added: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex311.htm)] | | | [removed: Certification] [added: [Certification] of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex311.htm)] |
| [removed: 31.2] [added: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex312.htm)] | | | [removed: Certification] [added: [Certification] of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex312.htm)] |
| [removed: 32.1] [added: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex321.htm)] | | | [removed: Certification] [added: [Certification] of Chief Executive Officer, Pursuant to 18 U.S.C. § [removed: 1350] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex321.htm)] |
| [removed: 32.2] [added: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex322.htm)] | | | [removed: Certification] [added: [Certification] of Chief Financial Officer, Pursuant to 18 U.S.C. § [removed: 1350] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/ctas10k2018ex322.htm)] |
| 101.INS | | | XBRL Instance [removed: Document] [added: Document.] |
| 101.SCH | | | XBRL Taxonomy Extension Schema [removed: Document] [added: Document.] |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase [removed: Document] [added: Document.] |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase [removed: Document] [added: Document.] |
| [10.4](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt) | | * | [First Amendment to Partners' Plan (Incorporated by reference to Exhibit 4.2 to Cintas' Registration Statement No. 33-56623 on Form S-8 filed on November 28, 1994).](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt) |
| [10.5](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt) | | * | [Second Amendment to Partners' Plan (Incorporated by reference to Exhibit 4.3 to Cintas' Registration Statement No. 33-56623 on Form S-8 filed on November 28, 1994).](http://www.sec.gov/Archives/edgar/data/723254/0000892251-94-000019.txt) |
| [10.16](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d2.htm) | | * | [Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.2 to Cintas' Current Report on Form 8-K filed on July 27, 2012).](http://www.sec.gov/Archives/edgar/data/723254/000110465912051902/a12-16955_1ex10d2.htm) |
| [10.21](http://www.sec.gov/Archives/edgar/data/723254/000072325418000002/amend1.htm) | | * | [Amendment No. 1 to Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, 2017).](http://www.sec.gov/Archives/edgar/data/723254/000072325418000002/amend1.htm) |
| [21](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/a21-subsidiaries2018.htm) | | | [Subsidiaries of the Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/a21-subsidiaries2018.htm) |
| [23](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/a23-consentofey2018.htm) | | | [Consent of Independent Registered Public Accounting Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325418000015/a23-consentofey2018.htm) |
| | | | |
| 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.) |
| 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.) |
| 10.7 | | | Sixth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 29, 2014 (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Current Report on Form 8-K dated May 30, 2014.) |
| 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 | | * | 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.) |
| 10.12 | | * | 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.) |
| 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.) |
| 10.25 | | * | Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Current Report on Form 8-K dated July 27, 2012.) |
| 21 | | | Subsidiaries of the Registrant |
| 23 | | | Consent of Independent Registered Public Accounting Firm |
An excerpt. Shown here: 40 of 42 rewritten, all 6 added and all 17 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2018 filing and the FY2017 filing.
Item 16. Form 10-K Summary
8 rewritten, 2 added, 66 removed, 41 unchanged
DATE SIGNED: July [removed: 31, 2017][added: 27, 2018]
| /s/ | Scott D. Farmer Scott D. Farmer | | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | | July [removed: 31, 2017] [added: 27, 2018] |
| /s/ | Ronald W. Tysoe Ronald W. Tysoe | | Director | | July [removed: 31, 2017] [added: 27, 2018] |
| /s/ | John F. Barrett John F. Barrett | | Director | | July [removed: 31, 2017] [added: 27, 2018] |
| /s/ | James J. Johnson James J. Johnson | | Director | | July [removed: 31, 2017] [added: 27, 2018] |
| /s/ | Robert E. Coletti Robert E. Coletti | | Director | | July [removed: 31, 2017] [added: 27, 2018] |
| /s/ | J. Michael Hansen J. Michael Hansen | | [removed: Senior] [added: Executive] Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | July [removed: 31, 2017] [added: 27, 2018] |
| (In thousands) | Balance at Beginning of Year | | | | [removed: (1)] Additions [added: (1)] | | | | [removed: (2)] Deductions [added: (2)] | | | | Balance at End of Year | | |
| May 31, 2018 | $ | 20,525 | | | $ | 13,358 | | | $ | 373 | | | $ | 33,510 | |
| May 31, 2018 | $ | 38,305 | | | $ | 1,335 | | | $ | 2,597 | | | $ | 37,043 | |
| May 31, 2015 | $ | 14,262 | | | $ | 5,289 | | | $ | 4,054 | | | $ | 15,497 | |
| May 31, 2015 | $ | 30,459 | | | $ | 2,952 | | | $ | 2,880 | | | $ | 30,531 | |
| | |
| --- | --- |
Exhibit Index
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| --- | --- | --- | --- |
| 2.1 | | * | JV Framework Agreement, dated March 18, 2014, by and among Cintas Corporation No.2, CC Shredding Holdco LLC and CC Dutch Shredding Holdco BV, each a wholly owned subsidiary of Cintas, and Shred-It International Inc., Boost JV LP, Boost Holdings LP and Boost GP Corp (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated March 19, 2014) |
| 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.) |
| 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.) |
| 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.) |
| 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.) |
| 4.7 | | | Form of 2.900% Senior Notes due 2022 (Incorporated by reference to Cintas' Current Report on Form 8-K dated March 14, 2017). |
| 4.8 | | | Form of 3.700% Senior Notes due 2027 (Incorporated by reference to Cintas' Current Report on Form 8-K dated March 14, 2017). |
| 4.9 | | | Form of 3.250% Senior Notes due 2022 (Incorporated by reference to Cintas' Current Report on Form 8-K dated March 14, 2017). |
| 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.) |
| 10.7 | | | Sixth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 29, 2014 (Incorporated by reference to Exhibit 2.1 to Cintas' Current Report on Form 8-K dated May 30, 2014.) |
| 10.8 | | | 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 | | | Amended and Restated Credit Agreement, dated as of September 16, 2016, among Cintas Corp. No. 2, the Lenders party thereto and KeyBank National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K dated September 22, 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). |
| 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.) |
| 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.) |
| 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.) |
| 10.14 | | * | Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Quarterly Report on Form 10-Q for the quarter ended November 30, 2000.) |
| 10.15 | | * | 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.) |
| 10.16 | | * | 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.) |
| 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.) |
| 10.18 | | * | 2006 Executive Incentive Plan (Incorporated by reference to Cintas' Annual Report on Form 10-K for the year ended May 31, 2005.) |
| 10.19 | | * | 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.) |
An excerpt. Shown here: all 8 rewritten, all 2 added and 40 of 66 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2018 filing and the FY2017 filing.