Cintas (CTAS) 10-K risk factor changes: FY2022 vs FY2021

Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends; the performance and costs of integration of acquisitions; fluctuations in costs of materials and [removed: labor] [added: labor,] including increased medical costs; [added: interest rate volatility;] 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; [added: our ability to meet our goals relating to ESG opportunities, improvements and efficiencies;] the cost, results and ongoing assessment of internal controls for financial reporting; the effect of new accounting pronouncements; 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 including [removed: viral] [added: global health] pandemics such as the COVID-19 coronavirus; 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.

Additional risks and uncertainties presently not known to us or that we currently believe to be immaterial may also harm our [removed: business.][added: business.*]

[removed: Investors] [added: Readers] should not interpret the disclosure of any risk factor to imply that the risk has not already [removed: materialized.*][added: materialized.]

Risks Relating to Business Strategy [removed: &] [added: and] Operations

*Negative global economic factors, including [added: global health pandemics such as] the COVID-19 pandemic, may adversely affect our financial performance.*

Higher levels of unemployment, inflation, [added: recessionary conditions, geopolitical developments,] tax rates and other changes in tax laws and other economic factors could adversely affect the demand for Cintas’ products and services.

[removed: regulations,] [added: The duration of the pandemic itself] and the [added: market and workplace disruptions it has caused, as well as the] long-term effects on the economy and our customers are uncertain and as yet unknowable.

[removed: These] factors, as they become more certain, could adversely affect our workforce, sales and overall business.

Furthermore, the ultimate impact of [added: global health pandemics such as] the COVID-19 pandemic on our consolidated results of operations and financial performance depends on many factors that are not within our control, including, but not limited to: [removed: governmental, business and individuals’ actions that have been and continue to be taken in response to] the [removed: pandemic; the] impact of [added: global health pandemics on global and regional economies, including] the [removed: pandemic] [added: impact of governmental, business] and [added: individuals’] actions taken in response [removed: on global and regional economies;] [added: to such pandemics;] the availability of federal, state or local [removed: funding] [added: pandemic relief] programs; general economic uncertainty in key financial markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the [removed: COVID-19] [added: global health] pandemic subsides.

We are unable to predict the extent to which [added: global health pandemics such as] the [added: COVID-19] pandemic and related impacts will continue to adversely impact our business operations, financial performance, consolidated results of operations, consolidated financial position and the achievement of our strategic objectives.

Any inability to effectively identify and manage these items may adversely affect our expansion efforts, [removed: and,] [added: and] consequently, adversely affect our financial performance.

Our ability to find qualified suppliers who meet our standards, and to access products in a timely and efficient [removed: manner] [added: manner,] is a significant challenge, especially with respect to suppliers located and goods sourced outside the U.S. Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control.

These and other factors, including the potential negative impact of [removed: viral] [added: global health] pandemics such as COVID-19 affecting our suppliers and our access to products could adversely affect our consolidated results of operations.

Competitive pressures [added: and labor shortages] within and outside our industry may make it more difficult and expensive for us to attract and retain key employees which could adversely affect our businesses.

Unexpected events, including fires or explosions at facilities, severe weather [removed: conditions,] [added: conditions and] natural disasters such as hurricanes and [removed: tornadoes,] [added: tornadoes (including those caused by climate change),] war or terrorist activities, unplanned outages, [removed: viral] [added: global health] pandemics such as COVID-19, supply disruptions, failure of equipment or systems or changes in laws and/or regulations impacting our businesses, could adversely affect our consolidated results of operations.

The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for fuel and other energy related products, actions by energy producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters, environmental concerns [added: including the impact of legislative] and [removed: viral] [added: regulatory efforts to limit GHG emissions and global health] pandemics such as COVID-19.

In fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

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, [removed: that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures.]

These

13

Increased global focus on climate change may result in the imposition of new or additional regulations or requirements applicable to, and increased financial risks for, our business and industry.

A number of government authorities and agencies have introduced or are contemplating regulatory changes to address climate change, including the regulation of GHG emissions.

The outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements, including to fund energy efficiency activities or renewable energy use, and fees or restrictions on certain activities or materials.

Compliance with these climate change initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, additional investments in renewable energy use and other initiatives, reduced emission allowances or additional restrictions on production or operations.

We may not be able to timely recover the cost of compliance with such new or more stringent laws and regulations, which could adversely affect our consolidated results of operations.

*Our ability to achieve our environmental, social and governance goals are subject to risks, many of which are outside of our control, and our reputation and brands could be harmed if we fail to meet such goals.*

Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures related to environmental stewardship; social responsibility; diversity, equity and inclusion; and workplace rights.

Our ability to achieve our ESG goals, including our goal to achieve Net Zero GHG emissions by 2050, and to accurately and transparently report our progress presents numerous operational, financial, legal and other risks, and may be dependent on the actions of suppliers and other third parties, all of which are outside of our control.

If we are unable to meet our ESG goals or evolving stakeholder expectations and industry standards, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, our reputation could be negatively impacted.

In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing importance on ESG matters.

If, as a result of their assessment of our ESG practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our Company.

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, including the SEC’s recently proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.

Any failure or perceived failure, whether or not valid, to pursue or fulfill our ESG goals, targets and objectives or to satisfy various ESG reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

14

that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures.

The duration of the pandemic itself and the market and workplace disruptions it has caused, including disruptions imposed by federal, state and local actions, as well as the potential for new government

8

This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on discussion of fiscal [removed: 2021] [added: 2022] results compared to fiscal [removed: 2020] [added: 2021] results.

For discussion of fiscal [removed: 2020] [added: 2021] results compared to fiscal [removed: 2019] [added: 2020] results, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2020,] [added: 2021,] filed with the SEC on July [removed: 29, 2020.][added: 28, 2021.]

Revenue and income before income taxes for [removed: each of these] [added: the] reportable operating segments for the years ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] are presented in [Note [removed: 14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_118)] [added: 15](#if05a62f435614875918ac6ff3c4148e6_118)] entitled Operating Segment Information of "[Notes to Consolidated Financial [removed: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)."] [added: Statements](#if05a62f435614875918ac6ff3c4148e6_76)."] The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.

[removed: During our fiscal 2021 fourth quarter, the] [added: The] roll out of [removed: vaccines, lower] [added: the] COVID-19 [removed: case counts] [added: vaccines] and [added: general] lifting of [added: COVID-19] restrictions [removed: on businesses] had a positive impact on our [removed: business.][added: business during fiscal 2022.]

[removed: During most of] [added: Since] fiscal [removed: 2021,] [added: 2020,] the existence of the COVID-19 pandemic, the fear associated with the COVID-19 pandemic and the reactions of governments around the world in response to the COVID-19 pandemic to regulate the flow of labor and products and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.

See [Note [removed: 1](#i6f1d7d5722ba459188dfc6bf74cfb8b6_79)] [added: 1](#if05a62f435614875918ac6ff3c4148e6_79)] entitled Significant Accounting Policies of "[Notes to Consolidated Financial [removed: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)"] [added: Statements](#if05a62f435614875918ac6ff3c4148e6_76)"] for additional detail on the [removed: additional reserve] [added: incremental reserves] placed on inventory.

The impact of the [added: on-going] COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot predict the extent to which our business, consolidated results of operations, consolidated financial condition or liquidity will ultimately be impacted.

| Revenue: | | | | | | | | | | | | [removed: | | | | | |]

| Uniform Rental and Facility Services | | | [removed: 80.0% | | | | | | 79.7%] [added: 79.3%] | | | | | | [removed: 80.6%] [added: 80.0%] | | |

| First Aid and Safety Services | | | [removed: 11.0% | | | | | | 10.0%] [added: 10.6%] | | | | | | [removed: 9.0%] [added: 11.0%] | | |

| All Other | | | [removed: 9.0% | | | | | | 10.3%] [added: 10.1%] | | | | | | [removed: 10.4%] [added: 9.0%] | | |

| Total revenue | | | 100.0% | | | | | | 100.0% | | | [removed: | | | 100.0% | | |]

| Cost of sales: | | | | | | | | | | | | [removed: | | | | | |]

| Uniform Rental and Facility Services | | | [removed: 52.4% | | | | | | 54.1%] [added: 53.3%] | | | | | | [removed: 54.5%] [added: 52.4%] | | |

| First Aid and Safety Services | | | [removed: 57.6% | | | | | | 52.2%] [added: 55.3%] | | | | | | [removed: 52.0%] [added: 57.6%] | | |

| All Other | | | [removed: 57.0% | | | | | | 58.2%] [added: 56.0%] | | | | | | [removed: 57.4%] [added: 57.0%] | | |

| Total cost of sales | | | [removed: 53.4% | | | | | | 54.4%] [added: 53.8%] | | | | | | [removed: 54.6%] [added: 53.4%] | | |

| Gross margin: | | | | | | | | | | | | [removed: | | | | | |]

| Uniform Rental and Facility Services | | | [removed: 47.6% | | | | | | 45.9%] [added: 46.7%] | | | | | | [removed: 45.5%] [added: 47.6%] | | |

| First Aid and Safety Services | | | [removed: 42.4% | | | | | | 47.8%] [added: 44.7%] | | | | | | [removed: 48.0%] [added: 42.4%] | | |

| All Other | | | [removed: 43.0% | | | | | | 41.8%] [added: 44.0%] | | | | | | [removed: 42.6%] [added: 43.0%] | | |

| Total gross margin | | | [removed: 46.6% | | | | | | 45.6%] [added: 46.2%] | | | | | | [removed: 45.4%] [added: 46.6%] | | |

| Selling and administrative expenses: | | | | | | | | | | | | [removed: | | | | | |]

| Uniform Rental and Facility Services | | | [removed: 26.0% | | | | | | 28.1%] [added: 25.0%] | | | | | | [removed: 27.6%] [added: 26.0%] | | |

| First Aid and Safety Services | | | [removed: 32.0% | | | | | | 32.7%] [added: 31.9%] | | | | | | [removed: 33.4%] [added: 32.0%] | | |

| All Other | | | [removed: 30.8% | | | | | | 34.9%] [added: 28.0%] | | | | | | [removed: 33.3%] [added: 30.8%] | | |

| Total selling and administrative expenses | | | [removed: 27.1% | | | | | | 29.2%] [added: 26.0%] | | | | | | [removed: 28.7%] [added: 27.1%] | | |

| Interest expense, net | | | [removed: 1.4% | | | | | | 1.5%] [added: 1.1%] | | | | | | [removed: 1.5%] [added: 1.4%] | | |

| Income from continuing operations before income taxes | | | [removed: 18.1% | | | | | | 14.9%] [added: 19.1%] | | | | | | [removed: 16.0%] [added: 18.1%] | | |

Fiscal [removed: 2021] [added: 2022] Compared to Fiscal [removed: 2020][added: 2021]

Fiscal [removed: 2021] [added: 2022] total revenue was [removed: $7.1] [added: $7.9] billion, an increase of [removed: 0.4%] [added: 10.4%] over the prior fiscal year.

Revenue increased organically by [removed: 0.2%] [added: 10.2%] as a result of increased sales volume.

Organic growth adjusts for the impact of [removed: acquisitions] [added: acquisitions, divestitures] and [removed: divestitures,] foreign currency exchange rate [removed: fluctuations and workday differences.][added: fluctuations.]

Total revenue was [removed: negatively] [added: positively] impacted by [removed: a net 0.3%] [added: 0.1%] due [added: primarily] to acquisitions and [removed: divestitures, positively impacted] by [removed: 0.2%] [added: 0.1%] due to foreign currency exchange rate [removed: fluctuations and positively impacted by 0.3% due to one more workday in fiscal 2021 compared to fiscal 2020.][added: fluctuations.]

Organic revenue [added: growth] by quarter for fiscal [removed: 2021] [added: 2022] is as follows:

| First quarter ended August 31, [removed: 2020] [added: 2021] | | | [removed: (5.0)%] [added: 8.6%] | | |

| Second quarter ended November 30, [removed: 2020] [added: 2021] | | | [removed: (4.4)%] [added: 9.3%] | | |

| Third quarter ended February 28, [removed: 2021] [added: 2022] | | | [removed: (0.1)%] [added: 10.0%] | | |

| Fourth quarter ended May 31, [removed: 2021] [added: 2022] | | | [removed: 11.5%] [added: 12.7%] | | |

| For the fiscal year ended May 31, [removed: 2021] [added: 2022] | | | [removed: 0.2%] [added: 10.2%] | | |

The increase in inventory resulted in additional inventory reserves during fiscal 2022 and fiscal 2021.

The on-going roll out of the COVID-19 vaccines and gradual lifting of COVID-19 restrictions had a positive impact on our business during fiscal 2022.

| | | | 2022 | | | | | | 2021 | | |

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| | | | Organic Growth | | |

Revenue improved from increases in sales representative productivity and from the lifting of COVID-19 restrictions.

Revenue increased organically by 14.9%.

Revenue growth was negatively impacted by 0.8% due to divestitures.

The cost of uniform rental and facility services as a percent of revenue increased compared to fiscal 2021 primarily due to increased energy costs and investments in labor to support the increased revenue growth.

Cost of other increased 10.7% in fiscal 2022 compared to fiscal 2021, but decreased as a percent of revenue to 55.7%, compared to 57.3% in fiscal 2021.

The improvement as a percent of revenue was primarily due to lower labor expense as a percent of revenue as well as a $12.1 million gain on the sale of certain operating assets and a $30.2 million gain on an equity method investment transaction recorded in fiscal 2022.

The impacts from the gains recorded in fiscal 2022 were partially offset by the $22.0 million gain on the sale of certain operating assets recorded in fiscal 2021.

The change was primarily due to the replacement of the $250.0 million of senior notes with an interest rate of 4.30% that matured on June 1, 2021, with lower interest rate bearing commercial paper.

The decrease in diluted weighted average common shares outstanding resulted from purchasing an aggregate of approximately 3.7 million shares of common stock under the Board approved share buyback programs during fiscal 2022.

The decrease in gross margin was primarily due to a 50 basis point increase in energy costs and investments in labor to support the increased revenue growth.

The improvement in selling and administrative expenses as a percent of revenue was primarily due to efficiencies in labor and the previously mentioned one-time gain of $30.2 million on an equity method investment transaction.

The improvement in gross margin as a percentage of revenue in fiscal 2022 was primarily due to a decrease in the proportion of sales related to personal protective equipment, which typically have lower gross margins compared to the first aid cabinet sales.

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In addition, we have access to $2.0 billion of debt capacity from our amended and restated revolving credit facility, the maturity of which was extended on March 23, 2022 until March 23, 2027.

In addition, we had a favorable change in inventories, net, which was the result of a large amount of inventory purchases in the prior fiscal year period related to the COVID-19 pandemic, including sanitizer, sanitizer stands, masks and gloves.

The increase in capital expenditures from fiscal 2021 to fiscal 2022 was due to an investment in the operating segments to support continued market penetration and revenue growth.

The fiscal 2022 acquisitions also includes the acquisition of the remaining interest of an equity method investment.

The increase in cash used from financing activities from fiscal 2021 is primarily due to the increase in repurchases of common stock in fiscal 2022, offset by the $261.2 million net issuance of commercial paper and the $76.2 million higher dividends paid in fiscal 2021 due to the transition from an annual dividend payment in the second quarter of fiscal 2021 to quarterly dividend payments thereafter.

On October 29, 2019, we announced the Board of Directors authorized a $1.0 billion share buyback program, which was completed during fiscal 2022.

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| | | | 2022 | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

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

| July 27, 2021 | | | 2,150 | | | | | | 383.01 | | | | | | 823,429 | | | | | | | | | — | | | | | | — | | | | | | — | | |

| | | | 3,740 | | | | | | $ | 375.53 | | | | | $ | 1,404,649 | | | | | | | | 1,386 | | | | | | $ | 346.13 | | | | | $ | 479,656 | |

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| Shares acquired for taxes due (1) | | | 305 | | | | | | $ | 397.16 | | | | | $ | 121,224 | | | | | | | | 246 | | | | | | $ | 302.52 | | | | | $ | 74,465 | |

Cintas is also the creator of the Total Clean Program™ — a first-of-its-kind service that includes scheduled delivery of essential cleaning supplies, hygienically clean laundering, and sanitizing and disinfecting projects and services.

17

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, and has since spread globally.

In March 2020, the World Health Organization characterized COVID-19 as a pandemic.

Efforts to contain the spread of COVID-19 intensified during our fiscal 2020 fourth quarter and have remained in effect throughout our fiscal 2021.

Most states and municipalities within the U.S., as well as Canada, enacted temporary closures of businesses, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic.

Many of the business closures, quarantine orders and other restrictive measures remained in place through fiscal 2021.

Within the U.S., our business was designated an essential business, which allowed us to continue to serve customers that remained open.

The increase in inventory resulted in additional inventory reserves during fiscal 2021 and could result in future inventory reserve increases if demand for personal protective equipment declines.

18

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| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

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| G&K Services, Inc. integration expenses | | | —% | | | | | | —% | | | | | | 0.2% | | |

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| Gain on sale of a cost method investment | | | —% | | | | | | —% | | | | | | 1.0% | | |

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| | | | Organic Revenue | | |

Revenue improvement from increases in sales representative productivity and sales of personal protection equipment was more than offset by a decrease in sales related to customers in All Other as a result of the impact from the COVID-19 pandemic.

Revenue declined organically by 1.9%.

The cost of uniform rental and facility services decreased compared to fiscal 2020 primarily due to certain cost control measures such as reduced labor and supplies that were partially offset by increases in material cost, primarily related to personal protective equipment.

Cost of other increased 2.8% in fiscal 2021 compared to fiscal 2020.

The improvement as a percent of revenue was primarily due to efficiencies in labor and employee-partner related expenses as well as lower discretionary spending and a one-time benefit from the gain on the sale of certain operating assets.

In addition, during the fourth quarter of fiscal 2020, Cintas initiated certain one-time activities to reduce operating costs and better align its workforce with the needs of its ongoing business and recorded $24.5 million in employee termination costs and $9.2 million in long-lived asset impairment costs.

The decrease in net interest expense was primarily due to the decrease in total debt outstanding during fiscal 2021 compared to fiscal 2020.

The increase in gross margin was primarily due to certain cost control measures such as reduced labor and supplies that were partially offset by increases in material cost, including increases related to increased sales of personal protective equipment.

The improvement in selling and administrative expenses as a percent of revenue was primarily due to efficiencies in labor and employee-partner related expenses as well as lower discretionary spending and a one-time benefit from the gain on the sale of certain operating assets, which was partially offset by a one-time asset impairment on certain long-lived assets.

Also, in the fourth quarter of fiscal 2020, the Uniform Rental and Facility Services reportable operating segment initiated certain one-time activities to reduce operating costs and better align its workforce with the needs of its ongoing business.

During the fourth quarter of fiscal 2020, the reportable operating segment recorded $20.2 million in employee termination costs and $9.2 million in long-lived asset impairment costs.

The decrease was primarily a result of the increase in the proportion of sales related to personal protective equipment, as a result of the impact of the COVID-19 pandemic.

Personal protective equipment typically has lower gross margins than other First Aid and Safety Services reportable operating segment products.

The disruption from the COVID-19 pandemic continued to have an impact on Cintas' fiscal 2021 financial results.

However, net cash flow provided by operating activities was not significantly impacted.

In addition, we have access to $1.0 billion of short-term debt from our revolving credit facility.

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.5] [added: $1.4] million.

30

Cintas periodically uses foreign currency hedges such as average rate options and forward contracts to mitigate the risk of foreign currency exchange rate movements resulting from foreign currency revenue and from international cash flows.

The primary foreign currency to which Cintas is exposed is the Canadian dollar.

29

[removed: Farmer, currently the Chairman Emeritus of the Board of Directors,] [added: Farmer] when he left his family's industrial laundry business in order to develop uniform programs using an exclusive new fabric.

| (In thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Uniform Rental and Facility Services | | | $ | [removed: 5,689,632] [added: 6,226,980] | | | | | $ | [removed: 5,643,494] [added: 5,689,632] | | | | | $ | [removed: 5,552,430] [added: 5,643,494] | |

| First Aid and Safety Services | | | [removed: 784,291] [added: 832,458] | | | | | | [removed: 708,569] [added: 784,291] | | | | | | [removed: 619,470] [added: 708,569] | | |

| All Other | | | [removed: 642,417] [added: 795,021] | | | | | | [removed: 733,057] [added: 642,417] | | | | | | [removed: 720,403] [added: 733,057] | | |

| Total Revenue | | | $ | [removed: 7,116,340] [added: 7,854,459] | | | | | $ | [removed: 7,085,120] [added: 7,116,340] | | | | | $ | [removed: 6,892,303] [added: 7,085,120] | |

Additional information regarding each reportable operating segment and All Other is also included in [Note [removed: 14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_118)] [added: 15](#if05a62f435614875918ac6ff3c4148e6_118)] entitled Operating Segment Information of "[Notes to Consolidated Financial [removed: Statements.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)"][added: Statements.](#if05a62f435614875918ac6ff3c4148e6_76)"]

[removed: During our fiscal 2021 fourth quarter, the] [added: The on-going] roll out of [removed: vaccines, lower] [added: the] COVID-19 [removed: case counts] [added: vaccines] and [added: gradual] lifting of [added: COVID-19] restrictions [removed: on businesses] had a positive impact on our [removed: business.][added: business during fiscal 2022.]

[removed: During most of] [added: Since] fiscal [removed: 2021,] [added: 2020,] the existence of the [removed: COVID-19] [added: novel strain of coronavirus (COVID-19)] pandemic, the fear associated with the COVID-19 pandemic and the reactions of governments around the world in response to the COVID-19 pandemic to regulate the flow of labor and products [added: and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.]

See [Note [removed: 1](#i6f1d7d5722ba459188dfc6bf74cfb8b6_79)] [added: 1](#if05a62f435614875918ac6ff3c4148e6_79)] entitled Significant Accounting Policies of "[Notes to Consolidated Financial [removed: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)"] [added: Statements](#if05a62f435614875918ac6ff3c4148e6_76)"] for additional detail on the [removed: additional reserve] [added: incremental reserves] placed on inventory.

For more information, see the sections entitled “[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40),”] [added: Operations](#if05a62f435614875918ac6ff3c4148e6_40),”] and “[Risk [removed: Factors](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)”] [added: Factors](#if05a62f435614875918ac6ff3c4148e6_16)”] within this Annual Report on Form 10-K.

As a result, the loss of one account would not have a [removed: significant] [added: material] financial impact on Cintas.

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

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

At May 31, [removed: 2021,] [added: 2022,] Cintas, in total, had approximately [removed: 11,000] [added: 11,300] local delivery routes, [removed: 460] [added: 462] operational facilities and [removed: 13] [added: 12] distribution centers.

Cintas also conducts internal training to ensure that [removed: employees] [added: employee-partners] who have direct responsibility for supply chain management are knowledgeable and aware of issues and concerns surrounding our supply chain.

In addition to [removed: Cintas’s] [added: Cintas’] U.S. operations, which in fiscal [removed: 2021] [added: 2022] generated over 90% of its consolidated [removed: net sales,] [added: revenue,] Cintas also operates its business through wholly-owned subsidiaries in foreign jurisdictions, primarily in Canada.

Compliance with these laws, government regulations, including environmental regulations, and standards requires the dedication of time and effort of [removed: employees] [added: employee-partners] as well as financial resources.

[added: Water] discharged into the environment is treated at our operating facilities and in accordance with local discharge standards and permits.

While environmental compliance is not a material component of our costs, Cintas makes capital expenditures and associated operating costs, primarily for water treatment and waste removal, [removed: on a regular basis in order to comply with environmental laws and regulations, to promote employee safety and to carry out its environmental sustainability principles.]

Environmental spending related to water treatment and waste removal was approximately [removed: $19.0] [added: $22.0] million in fiscal [removed: 2021,] [added: 2022,] approximately [removed: $20.0] [added: $19.0] million in fiscal [removed: 2020] [added: 2021] and approximately [removed: $21.0] [added: $20.0] million in fiscal [removed: 2019.][added: 2020.]

Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $1.0] [added: $0.2] million in fiscal [removed: 2021,] [added: 2022,] approximately [removed: $3.0] [added: $1.0] million in fiscal [removed: 2020] [added: 2021] and approximately [removed: $10.0] [added: $3.0] million in fiscal [removed: 2019.][added: 2020.]

With respect to the laws and regulations noted above, as well as other applicable laws and regulations, [removed: Cintas’s] [added: Cintas’] compliance programs may under certain circumstances involve material investments in the form of additional processes, training, personnel, information technology and capital.

In fiscal [removed: 2021,] [added: 2022,] compliance with the applicable laws, government regulations, including environmental regulations, and standards did not have a material effect on [removed: Cintas’s] [added: Cintas’] capital expenditures or consolidated results of operations.

For a discussion of the risks associated with government regulations that may materially impact Cintas, please see “[Item 1A: Risk Factors—Legal and Regulatory [removed: Risks](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16).”][added: Risks](#if05a62f435614875918ac6ff3c4148e6_16).”]

[removed: This year,] [added: In fiscal 2022,] Cintas [removed: produced an] expanded [removed: Environmental, Social and Governance (ESG) Report] [added: our ESG report] to share our focus on making a positive impact through our key ESG priorities.

The content on any website referred to in this Annual Report on Form 10-K is not incorporated [added: herein] by reference [removed: into this Form 10-K] unless expressly noted.

At May 31, [removed: 2021,] [added: 2022,] Cintas employed approximately [removed: 40,000] [added: 43,000] employee-partners in our global workforce, of which approximately 1,000 were represented by labor unions.

Through these efforts, Cintas has reduced our recordable injury rate by over [removed: 70%] [added: 75%] since 2008, has been awarded [removed: 118] [added: 122] OSHA Star sites in the Voluntary Protection Program (VPP), which is more than double any other company in the U.S. and have received numerous safety, health and ergonomics awards from national and international groups.

[removed: *Diversity] [added: *Diversity, Equity] & Inclusion*

Cintas supports [removed: diversity] [added: diversity, equity] and inclusion by fostering a respectful, creative and productive environment where all employee-partners can reach their full potential without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status.

We have [removed: four] [added: five] Employee-Partner Business Resource Groups, focused on Women, African Americans, Hispanic and Latin Americans, [added: Asian American / Pacific Islanders] and Military and Veteran employee-partners.

Cintas’ [removed: diversity] [added: diversity, equity] and inclusion efforts are led by our Chief Diversity Officer.

The increase in inventory resulted in additional inventory reserves during fiscal 2022 and fiscal 2021.

In addition, businesses may decide to perform certain services in-house instead of outsourcing these services.

Cintas' ability to find qualified suppliers who meet its standards and to access products in a timely and efficient manner, is subject to ongoing market risks.

For a discussion of the risks associated with sourcing that may materially impact Cintas, please see "[I](#if05a62f435614875918ac6ff3c4148e6_16)[tem 1A: Risk Factors - Risks Relating to Business Strategy](#if05a62f435614875918ac6ff3c4148e6_16) [and](#if05a62f435614875918ac6ff3c4148e6_16) [Operations](#if05a62f435614875918ac6ff3c4148e6_16)."

on a regular basis in order to comply with environmental laws and regulations, to promote employee-partner safety and to carry out its environmental sustainability principles.

Environmental, Social and Governance

Cintas is in the midst of a comprehensive, enterprise-wide review of its business model as it relates to environmental, social and governance (ESG) opportunities, improvements and efficiencies.

In 2021, Cintas announced our ambition to achieve Net Zero greenhouse gas (GHG) emissions by 2050.

This included work in areas of climate and energy initiatives, water interactions, materials and waste innovations, sustainable supply chain, diversity, equity and inclusion efforts, employee-partner development, safety and health strategy, human rights and labor rights positions and governance, ethics and integrity foundations.

Cintas' most recent ESG report can be found on our website at www.cintas.com/esg.

8

The company is also the creator of the Total Clean Program™ — a first-of-its-kind service that includes scheduled delivery of essential cleaning supplies, hygienically clean laundering, and sanitizing and disinfecting projects and services.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, and has since spread globally.

In March 2020, the World Health Organization characterized COVID-19 as a pandemic.

Efforts to contain the spread of COVID-19 intensified during our fiscal 2020 fourth quarter and have remained in effect throughout our fiscal 2021.

Most states and municipalities within the U.S., as well as Canada, enacted temporary closures of businesses, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic.

Many of the business closures, quarantine orders and other restrictive measures remained in place through fiscal 2021.

Within the U.S., our business was designated an essential business, which allowed us to continue to serve customers that remained open.

3

and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.

The increase in inventory resulted in additional inventory reserves during fiscal 2021 and could result in future inventory reserve increases if demand for personal protective equipment declines.

Cintas is not aware of any circumstances that would hinder its ability to continue obtaining these materials.

Water

This included work in areas of safety and health, energy and emissions, water usage, sustainable supply chain, and governance, ethics and integrity to support diversity and equality, assisting our employee-partners in need and giving back to the communities where we live and work.

Particularly during unprecedented times and issues as a result of the COVID-19 pandemic, Cintas responded with improved policies, cleaning regimens and sanitizing products and services to help keep our employee-partners, and in turn, our customers, safer.

We are also READY™ to help as many of our customers fully reopen their businesses.

The defendants deny liability and a legal contingency is neither probable or estimable at May 31, 2022 or 2021.

The defendants deny liability.

| | | | For the fiscal year ended | | | May 31, [removed: 2021] [added: 2022] | | |

[removed: ][added: ]

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such [removed: files.][added: files).]

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2020,] [added: 2021,] was [removed: $37,301,430,580] [added: $43,766,089,501] based on a closing sale price of [removed: $355.30] [added: $422.19] per share.

As of June 30, [removed: 2021, 189,135,107] [added: 2022, 191,475,552] shares of the Registrant's Common Stock were issued and [removed: 102,967,245] [added: 101,188,086] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference in [Part [removed: III](#i6f1d7d5722ba459188dfc6bf74cfb8b6_139)] [added: III](#if05a62f435614875918ac6ff3c4148e6_133)] of this Form 10-K.

| [Item [removed: 1.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_13)] [added: 1.](#if05a62f435614875918ac6ff3c4148e6_13)] | | | [removed: [Business](#i6f1d7d5722ba459188dfc6bf74cfb8b6_13)] [added: [Business](#if05a62f435614875918ac6ff3c4148e6_13)] | | | [removed: [3](#i6f1d7d5722ba459188dfc6bf74cfb8b6_13)] [added: [4](#if05a62f435614875918ac6ff3c4148e6_13)] | | |

| [Item [removed: 1A.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)] [added: 1A.](#if05a62f435614875918ac6ff3c4148e6_16)] | | | [Risk [removed: Factors](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)] [added: Factors](#if05a62f435614875918ac6ff3c4148e6_16)] | | | [removed: [8](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)] [added: [9](#if05a62f435614875918ac6ff3c4148e6_16)] | | |

| [Item [removed: 1B.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_19)] [added: 1B.](#if05a62f435614875918ac6ff3c4148e6_19)] | | | [Unresolved Staff [removed: Comments](#i6f1d7d5722ba459188dfc6bf74cfb8b6_19)] [added: Comments](#if05a62f435614875918ac6ff3c4148e6_19)] | | | [removed: [13](#i6f1d7d5722ba459188dfc6bf74cfb8b6_19)] [added: [15](#if05a62f435614875918ac6ff3c4148e6_19)] | | |

| [Item [removed: 2.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_22)] [added: 2.](#if05a62f435614875918ac6ff3c4148e6_22)] | | | [removed: [Properties](#i6f1d7d5722ba459188dfc6bf74cfb8b6_22)] [added: [Properties](#if05a62f435614875918ac6ff3c4148e6_22)] | | | [removed: [14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_22)] [added: [16](#if05a62f435614875918ac6ff3c4148e6_22)] | | |

| [Item [removed: 3.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_25)] [added: 3.](#if05a62f435614875918ac6ff3c4148e6_25)] | | | [Legal [removed: Proceedings](#i6f1d7d5722ba459188dfc6bf74cfb8b6_25)] [added: Proceedings](#if05a62f435614875918ac6ff3c4148e6_25)] | | | [removed: [14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_25)] [added: [16](#if05a62f435614875918ac6ff3c4148e6_25)] | | |

| [Item [removed: 4.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_28)] [added: 4.](#if05a62f435614875918ac6ff3c4148e6_28)] | | | [Mine Safety [removed: Disclosures](#i6f1d7d5722ba459188dfc6bf74cfb8b6_28)] [added: Disclosures](#if05a62f435614875918ac6ff3c4148e6_28)] | | | [removed: [14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_28)] [added: [16](#if05a62f435614875918ac6ff3c4148e6_28)] | | |

| [Item [removed: 5.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_34)] [added: 5.](#if05a62f435614875918ac6ff3c4148e6_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6f1d7d5722ba459188dfc6bf74cfb8b6_34)] [added: Securities](#if05a62f435614875918ac6ff3c4148e6_34)] | | | [removed: [15](#i6f1d7d5722ba459188dfc6bf74cfb8b6_34)] [added: [17](#if05a62f435614875918ac6ff3c4148e6_34)] | | |

| [Item [removed: 7.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40)] [added: 7.](#if05a62f435614875918ac6ff3c4148e6_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40)] [added: Operations](#if05a62f435614875918ac6ff3c4148e6_40)] | | | [removed: [17](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40)] [added: [19](#if05a62f435614875918ac6ff3c4148e6_40)] | | |

| [Item [removed: 7A.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_49)] [added: 7A.](#if05a62f435614875918ac6ff3c4148e6_49)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6f1d7d5722ba459188dfc6bf74cfb8b6_49)] [added: Risk](#if05a62f435614875918ac6ff3c4148e6_49)] | | | [removed: [29](#i6f1d7d5722ba459188dfc6bf74cfb8b6_49)] [added: [30](#if05a62f435614875918ac6ff3c4148e6_49)] | | |

| [Item [removed: 8.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] [added: 8.](#if05a62f435614875918ac6ff3c4148e6_52)] | | | [Financial Statements and Supplementary [removed: Data](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] [added: Data](#if05a62f435614875918ac6ff3c4148e6_52)] | | | [removed: [30](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] [added: [31](#if05a62f435614875918ac6ff3c4148e6_52)] | | |

| [Item [removed: 9.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_130)] [added: 9.](#if05a62f435614875918ac6ff3c4148e6_121)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6f1d7d5722ba459188dfc6bf74cfb8b6_130)] [added: Disclosure](#if05a62f435614875918ac6ff3c4148e6_121)] | | | [removed: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_130)] [added: [69](#if05a62f435614875918ac6ff3c4148e6_121)] | | |

| [Item [removed: 9A.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_133)] [added: 9A.](#if05a62f435614875918ac6ff3c4148e6_124)] | | | [Controls and [removed: Procedures](#i6f1d7d5722ba459188dfc6bf74cfb8b6_133)] [added: Procedures](#if05a62f435614875918ac6ff3c4148e6_124)] | | | [removed: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_133)] [added: [69](#if05a62f435614875918ac6ff3c4148e6_124)] | | |

| [Item [removed: 9B.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_136)] [added: 9B.](#if05a62f435614875918ac6ff3c4148e6_127)] | | | [Other [removed: Information](#i6f1d7d5722ba459188dfc6bf74cfb8b6_136)] [added: Information](#if05a62f435614875918ac6ff3c4148e6_127)] | | | [removed: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_136)] [added: [69](#if05a62f435614875918ac6ff3c4148e6_127)] | | |

| [Item [removed: 9](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)[C](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)[.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)] [added: 9C.](#if05a62f435614875918ac6ff3c4148e6_130)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)] [added: Inspections](#if05a62f435614875918ac6ff3c4148e6_130)] | | | [removed: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)] [added: [69](#if05a62f435614875918ac6ff3c4148e6_130)] | | |

| [Item [removed: 10.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_142)] [added: 10.](#if05a62f435614875918ac6ff3c4148e6_136)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6f1d7d5722ba459188dfc6bf74cfb8b6_142)] [added: Governance](#if05a62f435614875918ac6ff3c4148e6_136)] | | | [removed: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_142)] [added: [70](#if05a62f435614875918ac6ff3c4148e6_136)] | | |

| [Item [removed: 11.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_145)] [added: 11.](#if05a62f435614875918ac6ff3c4148e6_139)] | | | [Executive [removed: Compensation](#i6f1d7d5722ba459188dfc6bf74cfb8b6_145)] [added: Compensation](#if05a62f435614875918ac6ff3c4148e6_139)] | | | [removed: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_145)] [added: [70](#if05a62f435614875918ac6ff3c4148e6_139)] | | |

| [Item [removed: 12.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_148)] [added: 12.](#if05a62f435614875918ac6ff3c4148e6_142)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6f1d7d5722ba459188dfc6bf74cfb8b6_148)] [added: Matters](#if05a62f435614875918ac6ff3c4148e6_142)] | | | [removed: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_148)] [added: [70](#if05a62f435614875918ac6ff3c4148e6_142)] | | |

| [Item [removed: 13.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] [added: 13.](#if05a62f435614875918ac6ff3c4148e6_145)] | | | [Certain Relationships and Related [removed: Transactions](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)[,](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151) [and] [added: Transactions, and] Director [removed: Independence](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] [added: Independence](#if05a62f435614875918ac6ff3c4148e6_145)] | | | [removed: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] [added: [70](#if05a62f435614875918ac6ff3c4148e6_145)] | | |

| [Item [removed: 14.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] [added: 14.](#if05a62f435614875918ac6ff3c4148e6_148)] | | | [Principal Accountant Fees and [removed: Services](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] [added: Services](#if05a62f435614875918ac6ff3c4148e6_148)] | | | [removed: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] [added: [70](#if05a62f435614875918ac6ff3c4148e6_148)] | | |

| [Item [removed: 15.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] [added: 15.](#if05a62f435614875918ac6ff3c4148e6_154)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] [added: Schedules](#if05a62f435614875918ac6ff3c4148e6_154)] | | | [removed: [68](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] [added: [71](#if05a62f435614875918ac6ff3c4148e6_154)] | | |

| [Item [removed: 16.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] [added: 16.](#if05a62f435614875918ac6ff3c4148e6_148)] | | | [Form 10-K [removed: Summary](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] [added: Summary](#if05a62f435614875918ac6ff3c4148e6_154)] | | | [removed: [68](#i6f1d7d5722ba459188dfc6bf74cfb8b6_163)] [added: [73](#if05a62f435614875918ac6ff3c4148e6_157)] | | |

| [Part I](#if05a62f435614875918ac6ff3c4148e6_10) | | | | | | | | |

| [Part II](#if05a62f435614875918ac6ff3c4148e6_31) | | | | | | | | |

| [Item 6.](#if05a62f435614875918ac6ff3c4148e6_37) | | | [\[](#if05a62f435614875918ac6ff3c4148e6_37)[R](#if05a62f435614875918ac6ff3c4148e6_37)[eserv](#if05a62f435614875918ac6ff3c4148e6_37)[ed\]](#if05a62f435614875918ac6ff3c4148e6_37) | | | [18](#if05a62f435614875918ac6ff3c4148e6_37) | | |

| [Part III](#if05a62f435614875918ac6ff3c4148e6_133) | | | | | | | | |

| [Part IV](#if05a62f435614875918ac6ff3c4148e6_151) | | | | | | | | |

3

| [Part I](#i6f1d7d5722ba459188dfc6bf74cfb8b6_10) | | | | | | | | |

| [Part II](#i6f1d7d5722ba459188dfc6bf74cfb8b6_31) | | | | | | | | |

| [Item 6.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_37) | | | [Selected Financial Data](#i6f1d7d5722ba459188dfc6bf74cfb8b6_37) | | | [16](#i6f1d7d5722ba459188dfc6bf74cfb8b6_37) | | |

| [Part III](#i6f1d7d5722ba459188dfc6bf74cfb8b6_139) | | | | | | | | |

| [Part IV](#i6f1d7d5722ba459188dfc6bf74cfb8b6_157) | | | | | | | | |

15

13

Cintas occupies [removed: 473] [added: 474] facilities located in [removed: 329] [added: 336] cities.

Cintas leases [removed: 242] [added: 245] of these facilities for various terms ranging from monthly to the year [removed: 2032.][added: 2033.]

Cintas operates [removed: 13] [added: 12] distribution centers and five manufacturing facilities.

Cintas owns or leases approximately [removed: 20,300] [added: 20,000] vehicles which are used for the route-based services and by the sales and management employee-partners.

| First Aid and Safety Facilities | | | [removed: 62] [added: 64] | | |

| Distribution Centers (1) | | | [removed: 13] [added: 12] | | |

| Total | | | 474 | | |

| Total | | | 473 | | |

16

14

Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." At May 31, [removed: 2021,] [added: 2022,] there were approximately 1,400 shareholders of record of Cintas' common stock.

Cintas believes that this represents approximately [removed: 240,000] [added: 310,000] beneficial owners.

[removed: In fiscal 2021, however, Cintas'] [added: (1) Beginning October 27, 2020, our] Board of Directors [removed: approved] [added: authorized] a change in dividend policy from an annual dividend to quarterly dividends.

| [removed: Fiscal] [added: Fiscal] Year [removed: 2021] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | |

| October 27, 2020 [added: (1)] | | | November 6, 2020 | | | | | | December 4, 2020 | | | | | | $ | 2.81 | | | | | $ | 297.7 | |

| April 13, 2021 [removed: (1)] [added: (2)] | | | May 15, 2021 | | | | | | June 15, 2021 | | | | | | 0.75 | | | | | | 79.2 | | |

| [removed: Fiscal] [added: Fiscal] Year [removed: 2020] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | |

[removed: (1)] [added: (2)] The [removed: dividend] [added: dividends] declared on April [added: 12, 2022 and April] 13, 2021 [removed: was] [added: were] included in current accrued liabilities on the consolidated balance sheet at May 31, [removed: 2021.][added: 2022 and 2021, respectively.]

[removed: ][added: ]

(1) On [removed: October 29, 2019,] [added: July 27, 2021,] Cintas announced that the Board of Directors authorized a [removed: $1.0] [added: $1.5] billion share buyback program, which does not have an expiration date.

From the inception of the [removed: October 29, 2019] [added: July 27, 2021] share buyback program through May 31, [removed: 2021,] [added: 2022,] Cintas has purchased a total of [removed: 1.2] [added: 2.2] million shares of Cintas common stock at an average price of [removed: $350.31] [added: $383.01] per share for a total purchase price of [removed: $418.8] [added: $823.4] million.

(2) During March [removed: 2021,] [added: 2022,] Cintas acquired [removed: 133] [added: 26,601] shares of Cintas common stock in satisfaction of employee payroll taxes due on [added: options exercised and] restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $341.20] [added: $410.14] per share for a total purchase price of [removed: less than $0.1] [added: $10.9] million.

(3) During April [removed: 2021,] [added: 2022,] Cintas acquired [removed: 4,907] [added: 11,830] shares of Cintas common stock in satisfaction of employee payroll taxes due on [added: options exercised and] restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $348.32] [added: $422.81] per share for a total purchase price of [removed: $1.7] [added: $5.0] million.

(4) During May [removed: 2021,] [added: 2022,] Cintas acquired [removed: 335] [added: 6,021] shares of Cintas common stock in satisfaction of employee payroll taxes due on [added: options exercised and] restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $355.17] [added: $389.70] per share for a total purchase price of [removed: $0.1] [added: $2.3] million.

| July 27, 2021 | | | August 13, 2021 | | | | | | September 15, 2021 | | | | | | $ | 0.95 | | | | | $ | 98.8 | |

| October 26, 2021 | | | November 15, 2021 | | | | | | December 15, 2021 | | | | | | 0.95 | | | | | | 99.1 | | |

| January 12, 2022 | | | February 15, 2022 | | | | | | March 15, 2022 | | | | | | 0.95 | | | | | | 98.2 | | |

| April 12, 2022 (2) | | | May 16, 2022 | | | | | | June 15, 2022 | | | | | | 0.95 | | | | | | 97.5 | | |

| Total | | | | | | | | | | | | | | | $ | 3.80 | | | | | $ | 393.6 | |

17

| March 1 - 31, 2022 (2) | | | 152,708 | | | | | | $ | 375.96 | | | | | 126,107 | | | | | | $ | 915.8 | |

| April 1 - 30, 2022 (3) | | | 11,830 | | | | | | $ | 422.81 | | | | | — | | | | | | $ | 915.8 | |

| May 1 - 31, 2022 (4) | | | 644,213 | | | | | | $ | 375.06 | | | | | 638,192 | | | | | | $ | 676.6 | |

| Total | | | 808,751 | | | | | | $ | 375.93 | | | | | 764,299 | | | | | | $ | 676.6 | |

Dividends on Cintas' outstanding common stock have historically been paid annually.

| October 29, 2019 | | | November 8, 2019 | | | | | | December 6, 2019 | | | | | | $ | 2.55 | | | | | $ | 268.0 | |

| Fiscal Year 2019 | | | | | | | | | | | | | | | | | | | | | | | |

| October 30, 2018 | | | November 9, 2018 | | | | | | December 7, 2018 | | | | | | $ | 2.05 | | | | | $ | 220.8 | |

15

| March 1 - 31, 2021 (2) | | | 23,733 | | | | | | $ | 337.41 | | | | | 23,600 | | | | | | $ | 970.9 | |

| April 1 - 30, 2021 (3) | | | 4,907 | | | | | | $ | 348.32 | | | | | — | | | | | | $ | 970.9 | |

| May 1 - 31, 2021 (4) | | | 1,106,628 | | | | | | $ | 352.29 | | | | | 1,106,293 | | | | | | $ | 581.2 | |

| Total | | | 1,135,268 | | | | | | $ | 351.96 | | | | | 1,129,893 | | | | | | $ | 581.2 | |

18

\[Reserved.\]

16

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| [Management's Report on Internal Control over Financial [removed: Reporting](#i6f1d7d5722ba459188dfc6bf74cfb8b6_55)] [added: Reporting](#if05a62f435614875918ac6ff3c4148e6_55)] | | | [removed: [31](#i6f1d7d5722ba459188dfc6bf74cfb8b6_55)] [added: [32](#if05a62f435614875918ac6ff3c4148e6_55)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i6f1d7d5722ba459188dfc6bf74cfb8b6_58)] [added: Fir](#if05a62f435614875918ac6ff3c4148e6_58)[m (PCAO](#if05a62f435614875918ac6ff3c4148e6_58)[B ID](#if05a62f435614875918ac6ff3c4148e6_58) 42[)](#if05a62f435614875918ac6ff3c4148e6_58)] | | | [removed: [32](#i6f1d7d5722ba459188dfc6bf74cfb8b6_58)] [added: [33](#if05a62f435614875918ac6ff3c4148e6_58)] | | |

| [Consolidated Statements of [removed: Income](#i6f1d7d5722ba459188dfc6bf74cfb8b6_61)] [added: Income](#if05a62f435614875918ac6ff3c4148e6_61)] | | | [removed: [35](#i6f1d7d5722ba459188dfc6bf74cfb8b6_61)] [added: [36](#if05a62f435614875918ac6ff3c4148e6_61)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6f1d7d5722ba459188dfc6bf74cfb8b6_64)] [added: Income](#if05a62f435614875918ac6ff3c4148e6_64)] | | | [removed: [36](#i6f1d7d5722ba459188dfc6bf74cfb8b6_64)] [added: [37](#if05a62f435614875918ac6ff3c4148e6_64)] | | |

| [Consolidated Balance [removed: Sheets](#i6f1d7d5722ba459188dfc6bf74cfb8b6_67)] [added: Sheets](#if05a62f435614875918ac6ff3c4148e6_67)] | | | [removed: [37](#i6f1d7d5722ba459188dfc6bf74cfb8b6_67)] [added: [38](#if05a62f435614875918ac6ff3c4148e6_67)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i6f1d7d5722ba459188dfc6bf74cfb8b6_70)] [added: Equity](#if05a62f435614875918ac6ff3c4148e6_70)] | | | [removed: [38](#i6f1d7d5722ba459188dfc6bf74cfb8b6_70)] [added: [39](#if05a62f435614875918ac6ff3c4148e6_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6f1d7d5722ba459188dfc6bf74cfb8b6_73)] [added: Flows](#if05a62f435614875918ac6ff3c4148e6_73)] | | | [removed: [39](#i6f1d7d5722ba459188dfc6bf74cfb8b6_73)] [added: [40](#if05a62f435614875918ac6ff3c4148e6_73)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)] [added: Statements](#if05a62f435614875918ac6ff3c4148e6_76)] | | | [removed: [40](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)] [added: [41](#if05a62f435614875918ac6ff3c4148e6_76)] | | |

With the supervision of our President and Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2021.][added: 2022.]

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2021,] [added: 2022,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

We have audited the accompanying consolidated balance sheets of Cintas Corporation (the Company) as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended May 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] 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: 28, 2021,] [added: 27, 2022,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At May 31, [removed: 2021,] [added: 2022,] the Company's insurance reserve was [removed: $156.4] [added: $164.0] million. As described in [Note [removed: 1](#i6f1d7d5722ba459188dfc6bf74cfb8b6_79)] [added: 1](#if05a62f435614875918ac6ff3c4148e6_79)] to the Company’s consolidated financial statements, the Company’s insurance reserve represents the estimated ultimate cost of all asserted and unasserted (incurred but not reported) claims primarily related to workers' compensation, auto liability and other general liability exposure. The incurred but not reported insurance reserve is estimated through actuarial procedures and by using industry assumptions, adjusted for Company specific expectations based on claims history. Auditing the Company's estimate of the incurred but not reported insurance reserve is judgmental and complex due to the significant estimation uncertainty of the potential value of unasserted claims, which are developed with the assistance of a third-party actuarial specialist. | | |

We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Cintas Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended May 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated July [removed: 28, 2021,] [added: 27, 2022,] expressed an unqualified opinion thereon.

| (In thousands except per share data) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Uniform rental and facility services | | | $ | [removed: 5,689,632] [added: 6,226,980] | | | | | $ | [removed: 5,643,494] [added: 5,689,632] | | | | | $ | [removed: 5,552,430] [added: 5,643,494] | |

| Other | | | [removed: 1,426,708] [added: 1,627,479] | | | | | | [removed: 1,441,626] [added: 1,426,708] | | | | | | [removed: 1,339,873] [added: 1,441,626] | | |

| Total revenue | | | [removed: 7,116,340] [added: 7,854,459] | | | | | | [removed: 7,085,120] [added: 7,116,340] | | | | | | [removed: 6,892,303] [added: 7,085,120] | | |

| Cost of uniform rental and facility services | | | [removed: 2,983,514] [added: 3,316,433] | | | | | | [removed: 3,055,145] [added: 2,983,514] | | | | | | [removed: 3,027,599] [added: 3,055,145] | | |

| Cost of other | | | [removed: 818,175] [added: 905,780] | | | | | | [removed: 796,227] [added: 818,175] | | | | | | [removed: 736,116] [added: 796,227] | | |

| Selling and administrative expenses | | | [removed: 1,929,159] [added: 2,044,876] | | | | | | [removed: 2,071,052] [added: 1,929,159] | | | | | | [removed: 1,980,644] [added: 2,071,052] | | |

| Operating income | | | [removed: 1,385,492] [added: 1,587,370] | | | | | | [removed: 1,162,696] [added: 1,385,492] | | | | | | [removed: 1,133,534] [added: 1,162,696] | | |

| Interest income | | | [removed: (467)] [added: (242)] | | | | | | [removed: (988)] [added: (467)] | | | | | | [removed: (1,228)] [added: (988)] | | |

| Interest expense | | | [removed: 98,210] [added: 88,844] | | | | | | [removed: 105,393] [added: 98,210] | | | | | | [removed: 101,736] [added: 105,393] | | |

| Income before income taxes | | | [removed: 1,287,749] [added: 1,498,768] | | | | | | [removed: 1,058,291] [added: 1,287,749] | | | | | | [removed: 1,102,399] [added: 1,058,291] | | |

| Income taxes | | | [removed: 176,781] [added: 263,011] | | | | | | [removed: 181,931] [added: 176,781] | | | | | | [removed: 219,764] [added: 181,931] | | |

| Income from continuing operations | | | [removed: 1,110,968] [added: 1,235,757] | | | | | | [removed: 876,360] [added: 1,110,968] | | | | | | [removed: 882,635] [added: 876,360] | | |

| [removed: (Loss) income] [added: Loss] from discontinued operations, net of tax [removed: (benefit) expense] [added: benefit] of $0, [removed: $(107)] [added: $0] and [removed: $757,] [added: $(107),] respectively | | | — | | | | | | [removed: (323)] [added: —] | | | | | | [removed: 2,346] [added: (323)] | | |

| Net income | | | $ | [removed: 1,110,968] [added: 1,235,757] | | | | | $ | [removed: 876,037] [added: 1,110,968] | | | | | $ | [removed: 884,981] [added: 876,037] | |

| Continuing operations | | | $ | [removed: 10.52] [added: 11.92] | | | | | $ | [removed: 8.36] [added: 10.52] | | | | | $ | [removed: 8.23] [added: 8.36] | |

| Discontinued operations | | | [removed: 0.00] [added: —] | | | | | | [removed: 0.00] [added: —] | | | | | | [removed: 0.02] [added: 0.00] | | |

| Basic earnings per share | | | $ | [removed: 10.52] [added: 11.92] | | | | | $ | [removed: 8.36] [added: 10.52] | | | | | $ | [removed: 8.25] [added: 8.36] | |

| Continuing operations | | | $ | [removed: 10.24] [added: 11.65] | | | | | $ | [removed: 8.11] [added: 10.24] | | | | | $ | [removed: 7.97] [added: 8.11] | |

| Discontinued operations | | | [removed: 0.00] [added: —] | | | | | | [removed: 0.00] [added: —] | | | | | | [removed: 0.02] [added: 0.00] | | |

| Diluted earnings per share | | | $ | [removed: 10.24] [added: 11.65] | | | | | $ | [removed: 8.11] [added: 10.24] | | | | | $ | [removed: 7.99] [added: 8.11] | |

| Dividends declared and paid per share | | | $ | [removed: 5.01] [added: 3.80] | | | | | $ | [removed: 2.55] [added: 5.01] | | | | | $ | [removed: 2.05] [added: 2.55] | |

July 27, 2022

July 27, 2022

| | | | $ | 8,147,256 | | | | | $ | 8,236,823 | |

| | | | $ | 8,147,256 | | | | | $ | 8,236,823 | |

| Net income | | | — | | | | | | — | | | | | | | | | | | | 1,235,757 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,235,757 | | |

| Comprehensive income, net of tax | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 77,029 | | | | | | — | | | | | | — | | | | | | 77,029 | | |

| Dividends | | | — | | | | | | — | | | | | | | | | | | | (393,609) | | | | | | — | | | | | | — | | | | | | — | | | | | | (393,609) | | |

| Stock-based compensation | | | — | | | | | | 109,308 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 109,308 | | |

| Stock options exercised | | | 1,239 | | | | | | 146,407 | | | | | | | | | | | | — | | | | | | — | | | | | | (71) | | | | | | (28,670) | | | | | | 117,737 | | |

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

| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (4,046) | | | | | | (1,525,873) | | | | | | (1,525,873) | | |

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

| Balance at May 31, 2022 | | | 190,838 | | | | | | $ | 1,771,917 | | | | | | | | | | | $ | 8,719,163 | | | | | $ | 107,917 | | | | | (89,127) | | | | | | $ | (7,290,801) | | | | | $ | 3,308,196 | |

| Gain on equity method investment transaction | | | (30,151) | | | | | | — | | | | | | — | | |

We have operations throughout the U.S. and Canada and participate in a global supply chain.

Since fiscal 2020, the existence of the novel strain of coronavirus (COVID-19) pandemic, the fear associated with the COVID-19 pandemic and the reactions of governments around the world in response to the COVID-19 pandemic to regulate the flow of labor and products and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.

Many of Cintas' customers were also impacted by the COVID-19 pandemic, and we saw an impact on some customer's ability to pay timely.

While there was minimal disruption to our supply chain, Cintas did increase inventory, primarily personal protective equipment and facility services inventory, in response to the customer needs and demand associated with the safety and cleanliness requirements of COVID-19.

The increase in inventory resulted in additional inventory reserves during fiscal 2022 and fiscal 2021.

The roll out of the COVID-19 vaccines and gradual lifting of COVID-19 restrictions had a positive impact on our business during fiscal 2022.

Revenue is measured as the amount of

| | | | $ | 472,150 | | | | | $ | 481,797 | |

The long-lived asset impairments in fiscal 2021 and 2020 were based on the excess of the carrying amount of asset over their respective fair values and were recorded within selling and administrative expenses on the consolidated statements of income.

Business acquisitions. The Company allocates the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at the acquisition date.

The excess of the acquisition price over the estimated fair value of the net assets acquired is recorded as goodwill.

Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period.

Acquisition-related transaction costs are recognized separately from the business combinations and expensed as incurred.

| | | | $ | 588,948 | | | | | $ | 518,910 | |

These valuations reflect the terms of the Pension Plan and use participant-specific information such as

The Company, the Board of Directors, Scott Farmer (Executive Chairman) and the Investment Policy Committee are defendants in a purported class action, filed on December 13, 2019, pending in the U.S. District Court for the Southern District of Ohio alleging violations of The Employee Retirement Income Security Act of 1974 (ERISA).

The lawsuit asserts that the defendants improperly managed the costs of the employee retirement plan, breached their

fiduciary duties in failing to investigate and select lower cost alternative funds and failed to monitor and control the employee retirement plan’s recordkeeping costs.

The defendants deny liability and a legal contingency is neither probable or estimable at May 31, 2022 or 2021.

See [Note 10](#if05a62f435614875918ac6ff3c4148e6_1556) entitled Acquisitions for additional information.

New accounting pronouncements. In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, *Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes*.

ASU 2019-12 is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements.

ASU 2019-12 removes certain exceptions to the general principles of ASC 740, *Income Taxes* (ASC 740), in order to reduce the

cost and complexity of its application in the areas of intraperiod tax allocation, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods and other areas within ASC 740.

The Company adopted ASU 2019-12 on June 1, 2021.

The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements currently but may in future periods.

30

July 28, 2021

July 28, 2021

| G&K Services, Inc. integration expenses | | | — | | | | | | — | | | | | | 14,410 | | |

| Gain on sale of a cost method investment | | | — | | | | | | — | | | | | | 69,373 | | |

| | | | $ | 8,236,823 | | | | | $ | 7,669,885 | |

| Paid-in capital | | | 98,859 | | | | | | 171,521 | | |

| | | | $ | 8,236,823 | | | | | $ | 7,669,885 | |

| Balance at June 1, 2018 | | | 182,723 | | | | | | $ | 618,464 | | | | | $ | 245,211 | | | | | $ | 5,837,827 | | | | | $ | 16,343 | | | | | (76,397) | | | | | | $ | (3,701,319) | | | | | $ | 3,016,526 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 884,981 | | | | | | — | | | | | | — | | | | | | — | | | | | | 884,981 | | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | (220,764) | | | | | | — | | | | | | — | | | | | | — | | | | | | (220,764) | | |

| Stock options exercised, net of shares surrendered | | | 1,302 | | | | | | 65,371 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 65,371 | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,109) | | | | | | (1,016,300) | | | | | | (1,016,300) | | |

| Comprehensive loss, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (116,203) | | | | | | — | | | | | | — | | | | | | (116,203) | | |

| Cumulative effect of change in accounting principle | | | — | | | | | | — | | | | | | — | | | | | | (2,808) | | | | | | 1,975 | | | | | | — | | | | | | — | | | | | | (833) | | |

| Stock-based compensation | | | 112,035 | | | | | | 115,435 | | | | | | 139,210 | | |

| Gain on sale of a cost method investment | | | — | | | | | | — | | | | | | (69,373) | | |

| Income taxes, current | | | (49,150) | | | | | | 34,498 | | | | | | 11,886 | | |

| Proceeds from sale of a cost method investment | | | — | | | | | | — | | | | | | 73,342 | | |

Cintas is also the creator of the Total Clean Program™ — a first-of-its-kind service that includes scheduled delivery of essential cleaning supplies, hygienically clean laundering, and sanitizing and disinfecting projects and services.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, and has since spread globally.

In March 2020, the World Health Organization characterized COVID-19 as a pandemic.

Efforts to contain the spread of COVID-19 intensified during our fiscal 2020 fourth quarter and have remained in effect throughout our fiscal 2021.

Most states and municipalities within the U.S., as well as Canada, enacted temporary closures of businesses, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic.

Many of the business closures, quarantine orders and other restrictive measures remained in place through fiscal 2021.

Within the U.S., our business was designated an essential business, which allowed us to continue to serve customers that remained open.

In these consolidated financial statements and related disclosures, we have assessed the current impact of COVID-19 on our consolidated financial condition, results of operations, and cash flows, as well as our estimates and accounting policies.

We have made additional disclosures of these assessments, as necessary.

As a result of the adverse impact that the COVID-19 pandemic has had on the economic environment in North America and the ongoing uncertainty regarding the severity and duration of the pandemic, Cintas initiated certain activities to reduce operating costs and better align its workforce with the needs of its ongoing business.

The related liability balance was $0.0 million at May 31, 2021 and was $10.2 million at May 31, 2020.

The May 31, 2020 liability balance was recorded in accrued compensation and related liabilities on the consolidated balance sheets.

G&K Services, Inc. integration expenses. As a result of the acquisition of G&K Services, Inc. (G&K) in fiscal 2017, the Company incurred various integration expenses in fiscal 2019, which related primarily to facility closure expenses.

No such costs were incurred in fiscal 2021 or 2020.

The integration expenses for fiscal 2019 are included in a single line in the consolidated statements of income and are reported by operating segment in [Note 14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_118) entitled Operating Segment Information.

As of May 31, 2020, in response to the economic disruption created by the COVID-19 pandemic, Cintas performed an additional evaluation of amounts due from customers in every operating segment that were deemed to be higher collection risk.

This evaluation, which occurred in the fourth quarter of fiscal 2020, resulted in an allowance for doubtful accounts in excess of historical rates.

Certain of the corresponding trade receivables were collected during fiscal 2021, and $14.2 million of incremental allowance for doubtful accounts recorded as of May 31, 2020 was reversed through selling and administrative expenses as the Company's estimates and assumptions related to the impact of COVID-19 changed

during fiscal 2021.

As of May 31, 2021, no incremental allowance for doubtful accounts was deemed necessary.

| | | | $ | 481,797 | | | | | $ | 408,898 | |

With the participation of Cintas' management, including Cintas' President 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 Securities Exchange Act of 1934 (the Exchange Act) as of May 31, [removed: 2021.][added: 2022.]

Based on such evaluation, Cintas' management, including Cintas' President 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: 2021,] [added: 2022,] 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.

Management's Report on Internal Control over Financial Reporting and the Report of Ernst & Young LLP, Independent Registered Public Accounting Firm thereon are set forth in [Part II, Item [removed: 8](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] [added: 8](#if05a62f435614875918ac6ff3c4148e6_52)] of this Annual Report on Form 10-K and are incorporated by reference herein.

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: 2021,] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.

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The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2021] [added: 2022] annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the close of the fiscal year (the Proxy Statement).

The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2021.][added: 2022.]

(1) Excludes [removed: 1,241,223] [added: 836,609] unvested restricted stock units.

| Equity compensation plans approved by shareholders | | | 5,087,402 | | | | | | $ | 230.62 | | | | | 5,966,288 | | |

| Total | | | 5,087,402 | | | | | | $ | 230.62 | | | | | 5,966,288 | | |

| Equity compensation plans approved by shareholders | | | 6,055,524 | | | | | | $ | 191.11 | | | | | 6,358,437 | | |

| Total | | | 6,055,524 | | | | | | $ | 191.11 | | | | | 6,358,437 | | |

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| | | | | | | For each of the three years in the period ended May 31, [removed: 2021.] [added: 2022.] | | |

| | | | | | | [Schedule II: Valuation and Qualifying Accounts and [removed: Reserves.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_169)] [added: Reserves.](#if05a62f435614875918ac6ff3c4148e6_163)] | | |

| | | | | | | All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the [Consolidated Financial [removed: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] [added: Statements](#if05a62f435614875918ac6ff3c4148e6_52)] or [removed: [Notes](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)] [added: [Notes](#if05a62f435614875918ac6ff3c4148e6_76)] thereto. | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/723254/000110465911030745/a11-11272_4ex4d2.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm)] | | | | | | [Form of [removed: 4.30%] [added: 3.700%] Senior [removed: Note] [added: Notes] due [removed: 2021] [added: 2027] (Incorporated by reference to Exhibit 4.2 to Cintas' Current [removed: report] [added: Report] on Form 8-K filed on [removed: May 23, 2011).](http://www.sec.gov/Archives/edgar/data/723254/000110465911030745/a11-11272_4ex4d2.htm)] [added: March 14, 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm)] | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/723254/000110465912042412/a12-13310_3ex4d1.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/0000723254/000119312522138210/d347241dex41.htm)] | | | | | | [Form of [removed: 3.25%] [added: 3.450%] Senior [removed: Note] [added: Notes] due [removed: 2022] [added: 2025] (Incorporated by reference to Exhibit 4.1 to Cintas' Current Report on Form 8-K [removed: filed on June 8, 2012).](http://www.sec.gov/Archives/edgar/data/723254/000110465912042412/a12-13310_3ex4d1.htm)] [added: Filed May 3, 2022)](https://www.sec.gov/Archives/edgar/data/0000723254/000119312522138210/d347241dex41.htm)] | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-1.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/0000723254/000119312522138210/d347241dex42.htm)] | | | | | | [Form of [removed: 2.900%] [added: 4.000%] Senior Notes due [removed: 2022] [added: 2032] (Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Cintas' Current Report on Form 8-K [removed: filed on March 14, 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-1.htm)] [added: Filed May 3, 2022)](https://www.sec.gov/Archives/edgar/data/0000723254/000119312522138210/d347241dex42.htm)] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm)[.](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm)[6](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm)] | | | | | | [Description of Securities (Incorporated by reference to Exhibit 4.8 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2019).](http://www.sec.gov/Archives/edgar/data/723254/000072325419000021/ex48descriptionofsecurities.htm) | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/723254/000072325419000013/ex101cintascreditagreement.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)] | | | | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement, dated as of [removed: May 24, 2019,] [added: March 23, 20](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)[2](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)[2,] among Cintas [added: 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 filed on [removed: May 30, 2019).](http://www.sec.gov/Archives/edgar/data/723254/000072325419000013/ex101cintascreditagreement.htm)] [added: March 23, 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a21-subsidiaries2021.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a21-subsidiaries2022.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a21-subsidiaries2021.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a21-subsidiaries2022.htm)] | | |

| [removed: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a22-subsidiaryguarantorsfy.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a22-subsidiaryguarantorsfy.htm)] | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a22-subsidiaryguarantorsfy.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a22-subsidiaryguarantorsfy.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a23-consentofey2021.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a23-consentofey2022.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a23-consentofey2021.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a23-consentofey2022.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex311.htm)] | | | | | | [Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex312.htm)] | | | | | | [Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex321.htm)] | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex321.htm)] | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex322.htm)] | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex322.htm)] | | |

| 101 | | | | | | The following financial statements from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | |

| 104 | | | | | | The cover page from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL (included as Exhibit 101). | | |

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

| | | | | | | | | |

| [2.1](http://www.sec.gov/Archives/edgar/data/723254/000110465916140051/a16-16841_1ex2d1.htm) | | | * | | | [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 filed on August 16, 2016).](http://www.sec.gov/Archives/edgar/data/723254/000110465916140051/a16-16841_1ex2d1.htm) | | |

| [4.6](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm) | | | | | | [Form of 3.700% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.2 to Cintas' Current Report on Form 8-K filed on March 14, 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-2.htm) | | |

| [4.7](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-3.htm) | | | | | | [Form of 3.250% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.3 to Cintas' Current Report on Form 8-K filed on March 14, 2017).](http://www.sec.gov/Archives/edgar/data/723254/000162612917000071/ex4-3.htm) | | |

DATE SIGNED: July [removed: 28, 2021][added: 27, 2022]

| /s/ | | | Todd M. Schneider Todd M. Schneider | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | July [removed: 28, 2021] [added: 27, 2022] | | |

| /s/ | | | Scott D. Farmer Scott D. Farmer | | | | | | Executive Chairman of the Board of Directors | | | | | | July [removed: 28, 2021] [added: 27, 2022] | | |

| /s/ | | | Ronald W. Tysoe Ronald W. Tysoe | | | | | | Director | | | | | | July [removed: 28, 2021] [added: 27, 2022] | | |

| /s/ | | | John F. Barrett John F. Barrett | | | | | | Director | | | | | | July [removed: 28, 2021] [added: 27, 2022] | | |

| /s/ | | | Karen L. Carnahan Karen L. Carnahan | | | | | | Director | | | | | | July [removed: 28, 2021] [added: 27, 2022] | | |

| /s/ | | | J. Michael Hansen J. Michael Hansen | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | July [removed: 28, 2021] [added: 27, 2022] | | |

| (In thousands) | | | Balance at Beginning of Year | | | | | | Additions (1) | | | | | | Deductions [removed: (2)(4)] [added: (2)(3)] | | | | | | Balance at End of Year | | |

| May 31, 2020 [removed: (3)] | | | $ | 11,343 | | | | | $ | 40,521 | | | | | $ | 16,431 | | | | | $ | 35,433 | |

| [removed: May] [added: May] 31, [removed: 2021] [added: 2021] | | | $ | 35,433 | | | | | $ | 27,517 | | | | | $ | 50,853 | | | | | $ | 12,097 | |

[removed: (4)] [added: (3)] The deductions in fiscal 2021 include $14.2 million of incremental allowance for doubtful accounts recorded as of May 31, 2020 in response to uncertainties related to customer collections impacted by the COVID-19 pandemic.

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| May 31, 2022 | | | $ | 12,097 | | | | | $ | 30,278 | | | | | $ | 29,457 | | | | | $ | 12,918 | |

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| May 31, 2019 (3) | | | $ | 10,053 | | | | | $ | 7,752 | | | | | $ | 6,462 | | | | | $ | 11,343 | |

(3) Fiscal 2020 and fiscal 2019 have been recast to align with the allowance for doubtful account methodology and presentation upon adoption of Topic 326 on June 1, 2020.

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