Cintas (CTAS) 10-K risk factor changes: FY2023 vs FY2022

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; [added: inflationary pressures and] fluctuations in costs of materials and labor, including increased medical costs; 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; 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 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.]

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

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, minimum wages, labor shortages or shortages of skilled labor, regulations regarding the classification of employees and/or their eligibility for overtime wages, higher material costs for items such as fabrics and textiles, the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, [added: global health pandemics such as the COVID-19 pandemic,] higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and facility services, cost of other services and selling and administrative expenses.

[added: In addition, U.S. and foreign] trade [added: policies, tariffs and other impositions on imported goods, trade] sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control.

[removed: We] have an active disaster recovery plan in place that is frequently reviewed and tested.

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

[removed: In addition, cyber-security] [added: Cyber-security] attacks [removed: are evolving and] [added: may] include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data.

*Unexpected events could negatively impact our [removed: operations] [added: business] and adversely affect our consolidated results of operations.*

Our outstanding indebtedness [added: along with adverse interest rate fluctuations] may have negative consequences on our business, such as requiring us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, dividend increases, stock buybacks and other general corporate purposes, as well as increase our vulnerability to adverse economic or industry conditions.

In fiscal years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.

We could incur significant costs, including clean-up costs, fines and sanctions and claims by third parties for property damage and personal [added: injury, as a result of violations of or liabilities under these laws and regulations.]

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, [added: significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions,] all of which are outside of our control.

*Increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters could adversely impact our [removed: financial results.*][added: consolidated results of operations.*]

Changes in tax laws or regulations in the jurisdictions in which we do business, or other tax law implementations or interpretations, [added: including the Inflation Reduction Act (IRA), which includes a corporate alternative minimum tax on certain large corporations, incentives to address climate change mitigation and other non-income tax provisions, including an excise tax on the repurchase of corporate stock] could increase our effective tax rate, restrict our ability to repatriate undistributed offshore earnings, or impose new restrictions, costs or prohibitions on our current practices and reduce our net income and adversely affect our cash flows.

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

Forward-looking and other statements in this Annual Report on Form 10-K regarding our greenhouse gas (GHG) reduction plans and other ESG goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC.

In addition, historical, current and forward-looking GHG-related and/or ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.*

7

We

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In addition, cyber-security attacks are evolving and have become increasingly more sophisticated.

The COVID-19 pandemic has created widespread disruption in the global economy and has had, and could continue to have, an adverse impact on our consolidated results of operations and financial performance, as well as on the results of operations and financial performance of many of the customers and suppliers in industries that we serve and operate.

The duration of the pandemic itself and the 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.

These

factors, as they become more certain, could adversely affect our workforce, sales and overall business.

Furthermore, the ultimate impact of 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: the impact of global health pandemics on global and regional economies, including the impact of governmental, business and individuals’ actions taken in response to such pandemics; the availability of federal, state or local 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 global health pandemic subsides.

We are unable to predict the extent to which global health pandemics such as the 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.

In addition, U.S. and foreign trade policies, tariffs and other impositions on imported goods,

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injury, as a result of violations of or liabilities under these laws and regulations.

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.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on discussion of fiscal [removed: 2022] [added: 2023] results compared to fiscal [removed: 2021] [added: 2022] results.

For discussion of fiscal [removed: 2021] [added: 2022] results compared to fiscal [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] filed with the SEC on July [removed: 28, 2021.][added: 27, 2022.]

Cintas evaluates operating segment performance based on revenue and [removed: income before income taxes.][added: operating income.]

Revenue and [removed: income before] [added: operating] income [removed: taxes] for the reportable operating segments for the years ended May 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] are presented in [Note [removed: 15](#if05a62f435614875918ac6ff3c4148e6_118)] [added: 13](#ibae0ab0ee7704c548e9e246ffa2ea74b_121)] entitled Operating Segment Information of "[Notes to Consolidated Financial [removed: Statements](#if05a62f435614875918ac6ff3c4148e6_76)."] [added: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_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.

| Uniform Rental and Facility Services | | | [removed: 79.3%] [added: 78.2%] | | | | | | [removed: 80.0%] [added: 79.3%] | | |

| First Aid and Safety Services | | | [removed: 10.6%] [added: 10.8%] | | | | | | [removed: 11.0%] [added: 10.6%] | | |

| All Other | | | [removed: 10.1%] [added: 11.0%] | | | | | | [removed: 9.0%] [added: 10.1%] | | |

| Uniform Rental and Facility Services | | | [removed: 53.3%] [added: 52.7%] | | | | | | [removed: 52.4%] [added: 53.3%] | | |

| First Aid and Safety Services | | | [removed: 55.3%] [added: 49.3%] | | | | | | [removed: 57.6%] [added: 55.3%] | | |

| All Other | | | [removed: 56.0%] [added: 55.9%] | | | | | | [removed: 57.0%] [added: 56.0%] | | |

| Total cost of sales | | | [removed: 53.8%] [added: 52.7%] | | | | | | [removed: 53.4%] [added: 53.8%] | | |

| Uniform Rental and Facility Services | | | [removed: 46.7%] [added: 47.3%] | | | | | | [removed: 47.6%] [added: 46.7%] | | |

| First Aid and Safety Services | | | [removed: 44.7%] [added: 50.7%] | | | | | | [removed: 42.4%] [added: 44.7%] | | |

| All Other | | | [removed: 44.0%] [added: 44.1%] | | | | | | [removed: 43.0%] [added: 44.0%] | | |

| Total gross margin | | | [removed: 46.2%] [added: 47.3%] | | | | | | [removed: 46.6%] [added: 46.2%] | | |

| Uniform Rental and Facility Services | | | [removed: 25.0%] [added: 25.9%] | | | | | | [removed: 26.0%] [added: 25.0%] | | |

| First Aid and Safety Services | | | [removed: 31.9%] [added: 31.7%] | | | | | | [removed: 32.0%] [added: 31.9%] | | |

| All Other | | | [removed: 28.0%] [added: 29.3%] | | | | | | [removed: 30.8%] [added: 28.0%] | | |

| Total selling and administrative expenses | | | [removed: 26.0%] [added: 26.9%] | | | | | | [removed: 27.1%] [added: 26.0%] | | |

| Interest expense, net | | | [removed: 1.1%] [added: 1.2%] | | | | | | [removed: 1.4%] [added: 1.1%] | | |

| Income [removed: from continuing operations] before income taxes | | | [removed: 19.1%] [added: 19.2%] | | | | | | [removed: 18.1%] [added: 19.1%] | | |

Fiscal [removed: 2022] [added: 2023] Compared to Fiscal [removed: 2021][added: 2022]

Fiscal [removed: 2022] [added: 2023] total revenue was [removed: $7.9] [added: $8.8] billion, an increase of [removed: 10.4%] [added: 12.2%] over the prior fiscal year.

Revenue increased organically by [removed: 10.2%] [added: 12.2%] as a result of increased sales volume.

Total revenue was positively impacted by [removed: 0.1%] [added: 0.4%] due primarily to acquisitions and [added: negatively impacted] by [removed: 0.1%] [added: 0.4%] due to foreign currency exchange rate fluctuations.

Organic revenue growth by quarter for fiscal [removed: 2022] [added: 2023] is as follows:

| First quarter ended August 31, [removed: 2021] [added: 2022] | | | [removed: 8.6%] [added: 13.9%] | | |

| Second quarter ended November 30, [removed: 2021] [added: 2022] | | | [removed: 9.3%] [added: 12.8%] | | |

| Third quarter ended February 28, [removed: 2022] [added: 2023] | | | [removed: 10.0%] [added: 11.8%] | | |

| Fourth quarter ended May 31, [removed: 2022] [added: 2023] | | | [removed: 12.7%] [added: 10.3%] | | |

| For the fiscal year ended May 31, [removed: 2022] [added: 2023] | | | [removed: 10.2%] [added: 12.2%] | | |

Revenue from the Uniform Rental and Facility Services reportable operating segment increased [removed: 9.4%] [added: 10.8%] compared to fiscal [removed: 2021 due to an organic growth increase of 9.0%.][added: 2022.]

Revenue growth was positively impacted by [removed: 0.2%] [added: 0.6%] due primarily to acquisitions and [added: negatively impacted] by [removed: 0.2%] [added: 0.1%] due to foreign currency exchange rate fluctuations.

[removed: Organic revenue] [added: Revenue] growth was a result of new business, the penetration of additional products and services into existing [removed: customers, the positive impact from the lifting of COVID-19 restrictions] [added: customers] and price increases, partially offset by lost business.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased [removed: 14.1%] [added: 17.9%] compared to fiscal [removed: 2021.][added: 2022.]

Revenue improved from increases in sales representative [removed: productivity and from the lifting of COVID-19 restrictions.][added: productivity.]

Revenue increased organically by [removed: 14.9%.][added: 17.4%.]

Cost of uniform rental and facility services increased [removed: 11.2%] [added: 9.5%] compared to fiscal [removed: 2021.][added: 2022.]

The [removed: cost of uniform rental and facility services as a percent of revenue increased compared to fiscal 2021] [added: change from the prior year was] primarily due to [removed: increased energy costs] [added: higher Uniform Rental] and [added: Facility Services reportable operating segment sales volume, as well as] investments in [removed: labor] [added: material cost] to support [removed: the] increased revenue growth.

Cost of other increased [removed: 10.7%] [added: 11.5%] in fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021,] [added: 2022,] but decreased as a percent of revenue to [removed: 55.7%,] [added: 52.7%,] compared to [removed: 57.3%] [added: 55.7%] in fiscal [removed: 2021.][added: 2022.]

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| | | | 2023 | | | | | | 2022 | | |

| Operating income: | | | | | | | | | | | |

| Uniform Rental and Facility Services | | | 21.4% | | | | | | 21.7% | | |

| First Aid and Safety Services | | | 19.0% | | | | | | 12.8% | | |

| All Other | | | 14.8% | | | | | | 16.0% | | |

| Total operating income | | | 20.4% | | | | | | 20.2% | | |

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Organic revenue growth for this reportable operating segment was 10.8%.

Revenue growth was positively impacted by 0.4% due to acquisitions and negatively impacted by 0.4% due to foreign currency exchange rate fluctuations.

The cost of uniform rental and facility services as a percent of revenue improved compared to fiscal 2022 from 53.3% to 52.7% as a result of efficiencies in labor and improved leverage of fixed costs.

The improvement in cost of sales as a percent to revenue was primarily due to favorable changes in the sales mix in the First Aid and Safety Services reportable operating segment as well as improved leverage of fixed costs for both the First Aid and Safety Services reportable operating segment and All Other.

The change was to an due increase in the interest rates on outstanding debt, specifically commercial paper, as well as an increase in the average amount of outstanding debt during fiscal 2023.

The increase in income before income taxes was primarily due to revenue growth, as well as the improvements in gross margin previously mentioned.

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Income before income taxes for the Uniform Rental and Facility Services reportable operating segment increased $125.3 million, or 9.3%, for fiscal 2023 compared to fiscal 2022.

The change over the prior fiscal year was primarily due to the previously discussed one-time gain on an equity method investment transaction recorded in fiscal 2022.

Organic revenue growth for this reportable operating segment was 13.1%.

This increase in revenue was driven by many factors including increases in new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention.

The increase was primarily the result of an increase in net income and favorable changes in working capital, specifically accrued liabilities, current income taxes and accounts payable.

The decrease in cash used in financing activities was due to the decrease in share buyback activity, partially offset by the $562.9 million increase in net debt payments, the $74.8 million increase in dividends paid and the $114.7 million decrease in proceeds from the exercise of stock-based compensation awards.

| | | | 2023 | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| July 26, 2022 | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |

| | | | 550 | | | | | | $ | 396.69 | | | | | $ | 218,288 | | | | | | | | 3,740 | | | | | | $ | 375.53 | | | | | $ | 1,404,649 | |

There were no share buybacks in the period subsequent to May 31, 2023, through July 27, 2023, under any share buyback program.

| Paid Dividends | | | | | | | | | | | | | | | | | | | | |

| April 12, 2022 | | | May 16, 2022 | | | | | | June 15, 2022 | | | $ | 0.95 | | | | | $ | 97.7 | |

| July 26, 2022 | | | August 15, 2022 | | | | | | September 15, 2022 | | | 1.15 | | | | | | 117.3 | | |

| October 25, 2022 | | | November 15, 2022 | | | | | | December 15, 2022 | | | 1.15 | | | | | | 117.4 | | |

| January 10, 2023 | | | February 15, 2023 | | | | | | March 15, 2023 | | | 1.15 | | | | | | 117.5 | | |

| Total | | | | | | | | | | | | $ | 4.40 | | | | | $ | 449.9 | |

| Total | | | | | | | | | | | | $ | 3.60 | | | | | $ | 375.1 | |

| Accrued Dividends | | | | | | | | | | | | | | | | | | | | |

| As of May 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| April 11, 2023 (1) | | | May 15, 2023 | | | | | | June 15, 2023 | | | $ | 1.15 | | | | | $ | 117.6 | |

During the fiscal year ended May 31, 2023, Cintas paid $261.2 million, net of commercial paper.

On April 17, 2023, in accordance with the terms of the notes, Cintas paid the $50.0 million aggregate principal amount outstanding of its 3.73%, private placement, 10-year senior notes that matured on that date with proceeds from short-term commercial paper issuance.

As of May 31, 2022, there was $261.2 million commercial paper outstanding and no borrowings on our revolving credit facility.

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

| Operating leases (2) | | | 196,688 | | | | | | 48,070 | | | | | | 73,621 | | | | | | 44,221 | | | | | | 30,776 | | |

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

Since fiscal 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.

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.

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

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.

The impact of the 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.

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

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

As previously discussed, government enactments of temporary and indefinite closures of certain businesses in response to the COVID-19 pandemic continued to impact our ability to access and service some of our customers impacted by these mandates during fiscal 2021.

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

Due to the constantly changing impact of the COVID-19 pandemic, uncertainty remains about the pace of the economic recovery and about its impact on future Cintas consolidated financial results.

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

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.

Income before income taxes also benefited from the previously mentioned one-time gains recorded in fiscal 2022.

Income before income taxes increased $127.7 million to $1,353.5 million for fiscal 2022 compared to fiscal 2021.

The increase was primarily due to the previously discussed improvement in selling and administrative expenses, partially offset by decreases in gross margin as a percent of revenue.

Revenue increased organically by 5.1% as a result of new business and sales productivity increases, penetration of additional products and services into existing customers and sales of personal protective equipment in response to the COVID-19 pandemic.

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.

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 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.

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

| October 30, 2018 | | | — | | | | | | $ | — | | | | | $ | — | | | | | | | | 190 | | | | | | $ | 319.88 | | | | | $ | 60,877 | |

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

From the inception of the July 27, 2021 share buyback program through July 27, 2022, Cintas has purchased 2.7 million shares of Cintas common stock in the aggregate, at an average price of $385.66, for a total purchase price of $1.0 billion.

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

| October 27, 2020 (1) | | | November 6, 2020 | | | | | | December 4, 2020 | | | $ | 2.81 | | | | | $ | 297.7 | |

| October 27, 2020 | | | November 6, 2020 | | | | | | December 4, 2020 | | | 0.70 | | | | | | 74.1 | | |

| January 19, 2021 | | | February 15, 2021 | | | | | | March 15, 2021 | | | 0.75 | | | | | | 79.5 | | |

| Total | | | | | | | | | | | | $ | 5.01 | | | | | $ | 530.5 | |

(1) Beginning October 27, 2020, our Board of Directors authorized a change in dividend policy from an annual dividend to quarterly dividends.

There was no commercial paper outstanding during fiscal 2021.

| Senior notes | | | 3.25% | | | | | | 2013 | | | | | | 2023 | | | | | | $ | — | | | | | $ | 300,000 | |

| Senior notes (2) | | | 2.78% | | | | | | 2013 | | | | | | 2023 | | | | | | — | | | | | | 50,815 | | |

| Senior notes | | | 3.45% | | | | | | 2022 | | | | | | 2025 | | | | | | 400,000 | | | | | | — | | |

| Senior notes | | | 4.00% | | | | | | 2022 | | | | | | 2032 | | | | | | 800,000 | | | | | | — | | |

The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%.

The amendment increased the capacity of the revolving credit facility from $1.0 billion to $2.0 billion.

If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $1.4] [added: $0.1] million.

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| (In thousands) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Uniform Rental and Facility Services | | | $ | [removed: 6,226,980] [added: 6,897,130] | | | | | $ | [removed: 5,689,632] [added: 6,226,980] | | | | | $ | [removed: 5,643,494] [added: 5,689,632] | |

| First Aid and Safety Services | | | [removed: 832,458] [added: 951,496] | | | | | | [removed: 784,291] [added: 832,458] | | | | | | [removed: 708,569] [added: 784,291] | | |

| All Other | | | [removed: 795,021] [added: 967,143] | | | | | | [removed: 642,417] [added: 795,021] | | | | | | [removed: 733,057] [added: 642,417] | | |

| Total Revenue | | | $ | [removed: 7,854,459] [added: 8,815,769] | | | | | $ | [removed: 7,116,340] [added: 7,854,459] | | | | | $ | [removed: 7,085,120] [added: 7,116,340] | |

Additional information regarding each reportable operating segment and All Other is also included in [Note [removed: 15](#if05a62f435614875918ac6ff3c4148e6_118)] [added: 13](#ibae0ab0ee7704c548e9e246ffa2ea74b_121)] entitled Operating Segment Information of "[Notes to Consolidated Financial [removed: Statements.](#if05a62f435614875918ac6ff3c4148e6_76)"][added: Statements.](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)"]

At May 31, [removed: 2022,] [added: 2023,] Cintas, in total, had approximately [removed: 11,300] [added: 11,500] local delivery routes, [removed: 462] [added: 461] operational facilities and 12 distribution centers.

For a discussion of the risks associated with sourcing that may materially impact Cintas, please see [removed: "[I](#if05a62f435614875918ac6ff3c4148e6_16)[tem] [added: "[Item] 1A: Risk Factors - Risks Relating to Business [removed: Strategy](#if05a62f435614875918ac6ff3c4148e6_16) [and](#if05a62f435614875918ac6ff3c4148e6_16) [Operations](#if05a62f435614875918ac6ff3c4148e6_16)."][added: Strategy and Operations](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)."]

In addition to Cintas’ U.S. operations, which in fiscal [added: 2023, fiscal] 2022 [added: and fiscal 2021,] generated over 90% of its consolidated revenue, Cintas also operates its business through wholly-owned subsidiaries in foreign jurisdictions, primarily in Canada.

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, [added: 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 spending related to water treatment and waste removal was approximately [removed: $22.0] [added: $26.0] million in fiscal [removed: 2022,] [added: 2023,] approximately [removed: $19.0] [added: $22.0] million in fiscal [removed: 2021] [added: 2022] and approximately [removed: $20.0] [added: $19.0] million in fiscal [removed: 2020.][added: 2021.]

Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $0.2] [added: $1.0] million in fiscal [removed: 2022,] [added: 2023,] approximately [removed: $1.0] [added: $0.2] million in fiscal [removed: 2021] [added: 2022] and approximately [removed: $3.0] [added: $1.0] million in fiscal [removed: 2020.][added: 2021.]

In addition, health and safety regulations (including laws or regulations promulgated in response to the [removed: ongoing COVID-19] [added: novel strain of coronavirus (COVID-19)] pandemic) have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment.

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

In fiscal [removed: 2022,] [added: 2023,] compliance with the applicable laws, government regulations, including environmental regulations, and standards did not have a material effect on 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](#if05a62f435614875918ac6ff3c4148e6_16).”][added: Risks](#ibae0ab0ee7704c548e9e246ffa2ea74b_16).”]

Cintas files [removed: with] [added: with,] or furnishes [removed: to] [added: to,] the Securities and Exchange Commission (SEC) Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as well as proxy statements and annual reports to shareholders, and, from time to time, other documents.

Cintas' SEC filings can be found on the [removed: Investors] [added: Investor Relations] page of its website at [removed: www.cintas.com/investors/financials.aspx] [added: www.cintas.com/investors/financial-reports] and its Code of Conduct and Business Ethics can be found [removed: on] [added: under] the [removed: About Us] [added: Impact] page of its website at [removed: www.cintas.com/company.][added: www.cintas.com/company/esg.]

These documents are available in print to any shareholder who requests a copy by writing or calling Cintas as set forth on the Investor Information [removed: page.][added: page under the FAQs.]

[removed: This] [added: The report] included [removed: work] [added: information on Cintas’ efforts] in areas of climate and energy initiatives, water interactions, materials and [removed: waste innovations,] [added: waste,] 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 [removed: www.cintas.com/esg.][added: www.cintas.com/company/esg.]

At May 31, [removed: 2022,] [added: 2023,] Cintas employed approximately [removed: 43,000] [added: 44,500] employee-partners in our global workforce, of which approximately 1,000 were represented by labor unions.

We aspire to achieve zero workplace injuries and [added: collisions and] provide a safe, [removed: open] [added: open, healthy] and accountable work environment for our employee-partners.

To [removed: enforce] [added: align with] internationally recognized standards, we have implemented an occupational health and safety management system in accordance with the Occupational Safety and Health Administration [removed: (OSHA).][added: (OSHA) that is modeled after the International Organization for Standardization (ISO) 45001 and OSHA Voluntary Protection Program (VPP).]

[removed: Employee-partners, contractors, vendors and visitors are all covered by] the system, which focuses on hazard prevention, training, management commitment and worker involvement.

We are also committed to continuously improving performance through our [added: Health and] Safety Improvement Committees in every operation, while corporate [removed: safety and] health [added: and safety] employee-partners conduct annual reviews of our operations.

Additionally, every year our employee-partners receive online, on-the-job and classroom training on over [removed: 30] [added: 50 health and] safety topics, and all maintenance staff must complete [removed: the] [added: our award-winning] Maintenance Safety [removed: Certification.][added: Certification process.]

Every Cintas driver completes monthly driver safety training courses [removed: or] [added: and/or] on-the-road skills evaluations.

[removed: Every manager attends] [added: All production-related managers attend] OSHA’s 10-hour Safety Improvement course, and each member of our Senior Management team takes the Management and Leadership Skills for Environmental Health and Safety Professionals Course, part of the Harvard T.H Chan School of Public Health safety and health curriculum.

In addition, we provide several channels for all employee-partners to speak up, ask for guidance and report concerns related to ethics or safety violations, and we address those concerns and take appropriate actions to uphold our Cintas values and [added: health and] safety culture.

Through these efforts, Cintas has reduced our recordable injury rate by over 75% since 2008, has been awarded [removed: 122] [added: 124] OSHA Star sites in the [removed: Voluntary Protection Program (VPP),] [added: VPP,] which is more than [removed: double] [added: triple] any other company in the U.S. and [removed: have] [added: has] received numerous safety, health and ergonomics awards from national and international groups.

We are committed to the [added: physical and mental] health and wellness of our employee-partners.

We provide free annual biometric screening and health assessments at work or offsite, annual free flu shot [removed: clinics onsite or offsite,] [added: clinics,] a tobacco cessation program, weight management programs and an employee-partner assistance program, which offers advice on mental health, legal and financial issues.

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

We also have a [added: diverse] Management Trainee program that helps Cintas find [added: and develop] the best talent for our leadership pipeline, and we monitor representation across management positions.

Cintas’ diversity, equity and inclusion efforts are led by our [added: Senior Vice President of Human Resources and] Chief Diversity Officer.

This position [removed: regularly] reports to our Chief Executive Officer and works to help achieve our goals and obtain a diverse and talented workforce, which is critical to our success.

3

of additional processes, training, personnel, information technology and capital.

In fiscal 2023, Cintas published its third annual environmental, social and governance (ESG) report and reported on Cintas’ continued strategy of a Shared Drive for Better.

Employee-partners, contractors, vendors and visitors are all covered by

COVID-19 Pandemic

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.

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

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.

The impact of the 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.

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

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.

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.

In fiscal 2022, Cintas expanded our ESG report to share our focus on making a positive impact through our key ESG priorities.

In response to the COVID-19 pandemic, we utilized our Preparedness Plan and implemented controls that we consider to be in the best interest of our employee-partners and the communities in which we operate, and which comply with government regulations.

Some of the controls implemented in response to the COVID-19 pandemic, include physical barriers, social distancing, remote-working where possible, travel restrictions, appropriate personal protective equipment and additional hygiene and cleaning regimes.

Keeping people safe remains our top priority, and the diligence and flexibility of our employee-partners in complying with these new controls has allowed us to continue to focus on providing essential products and services to our customers, ranging from cleaning supplies, disinfectant services, hand sanitizer, scrubs, face masks and face shields.

7

8

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

Financial Statements and Supplementary Data](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)," in [Note 14](#ibae0ab0ee7704c548e9e246ffa2ea74b_1565) entitled Litigation and Other Contingencies of "[Notes to Consolidated Financial Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)." We refer you to and incorporate by reference into this Item 3 that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.

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

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

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.

| | | | For the fiscal year ended | | | May 31, [removed: 2022] [added: 2023] | | |

[removed: ][added: ]

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, [removed: 2021,] [added: 2022,] was [removed: $43,766,089,501] [added: $46,917,324,557] based on a closing sale price of [removed: $422.19] [added: $461.78] per share.

As of June 30, [removed: 2022, 191,475,552] [added: 2023, 192,220,477] shares of the Registrant's Common Stock were issued and [removed: 101,188,086] [added: 101,741,564] shares were outstanding.

Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference in [Part [removed: III](#if05a62f435614875918ac6ff3c4148e6_133)] [added: III](#ibae0ab0ee7704c548e9e246ffa2ea74b_136)] of this Form 10-K.

| [Item [removed: 1.](#if05a62f435614875918ac6ff3c4148e6_13)] [added: 1.](#ibae0ab0ee7704c548e9e246ffa2ea74b_13)] | | | [removed: [Business](#if05a62f435614875918ac6ff3c4148e6_13)] [added: [Business](#ibae0ab0ee7704c548e9e246ffa2ea74b_13)] | | | [removed: [4](#if05a62f435614875918ac6ff3c4148e6_13)] [added: [3](#ibae0ab0ee7704c548e9e246ffa2ea74b_13)] | | |

| [Item [removed: 1A.](#if05a62f435614875918ac6ff3c4148e6_16)] [added: 1A.](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)] | | | [Risk [removed: Factors](#if05a62f435614875918ac6ff3c4148e6_16)] [added: Factors](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)] | | | [removed: [9](#if05a62f435614875918ac6ff3c4148e6_16)] [added: [7](#ibae0ab0ee7704c548e9e246ffa2ea74b_16)] | | |

| [Item [removed: 1B.](#if05a62f435614875918ac6ff3c4148e6_19)] [added: 1B.](#ibae0ab0ee7704c548e9e246ffa2ea74b_19)] | | | [Unresolved Staff [removed: Comments](#if05a62f435614875918ac6ff3c4148e6_19)] [added: Comments](#ibae0ab0ee7704c548e9e246ffa2ea74b_19)] | | | [removed: [15](#if05a62f435614875918ac6ff3c4148e6_19)] [added: [12](#ibae0ab0ee7704c548e9e246ffa2ea74b_19)] | | |

| [Item [removed: 2.](#if05a62f435614875918ac6ff3c4148e6_22)] [added: 2.](#ibae0ab0ee7704c548e9e246ffa2ea74b_22)] | | | [removed: [Properties](#if05a62f435614875918ac6ff3c4148e6_22)] [added: [Properties](#ibae0ab0ee7704c548e9e246ffa2ea74b_22)] | | | [removed: [16](#if05a62f435614875918ac6ff3c4148e6_22)] [added: [13](#ibae0ab0ee7704c548e9e246ffa2ea74b_22)] | | |

| [Item [removed: 3.](#if05a62f435614875918ac6ff3c4148e6_25)] [added: 3.](#ibae0ab0ee7704c548e9e246ffa2ea74b_25)] | | | [Legal [removed: Proceedings](#if05a62f435614875918ac6ff3c4148e6_25)] [added: Proceedings](#ibae0ab0ee7704c548e9e246ffa2ea74b_25)] | | | [removed: [16](#if05a62f435614875918ac6ff3c4148e6_25)] [added: [13](#ibae0ab0ee7704c548e9e246ffa2ea74b_25)] | | |

| [Item [removed: 4.](#if05a62f435614875918ac6ff3c4148e6_28)] [added: 4.](#ibae0ab0ee7704c548e9e246ffa2ea74b_28)] | | | [Mine Safety [removed: Disclosures](#if05a62f435614875918ac6ff3c4148e6_28)] [added: Disclosures](#ibae0ab0ee7704c548e9e246ffa2ea74b_28)] | | | [removed: [16](#if05a62f435614875918ac6ff3c4148e6_28)] [added: [13](#ibae0ab0ee7704c548e9e246ffa2ea74b_28)] | | |

| [Item [removed: 5.](#if05a62f435614875918ac6ff3c4148e6_34)] [added: 5.](#ibae0ab0ee7704c548e9e246ffa2ea74b_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if05a62f435614875918ac6ff3c4148e6_34)] [added: Securities](#ibae0ab0ee7704c548e9e246ffa2ea74b_34)] | | | [removed: [17](#if05a62f435614875918ac6ff3c4148e6_34)] [added: [14](#ibae0ab0ee7704c548e9e246ffa2ea74b_34)] | | |

| [Item [removed: 7.](#if05a62f435614875918ac6ff3c4148e6_40)] [added: 7.](#ibae0ab0ee7704c548e9e246ffa2ea74b_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if05a62f435614875918ac6ff3c4148e6_40)] [added: Operations](#ibae0ab0ee7704c548e9e246ffa2ea74b_40)] | | | [removed: [19](#if05a62f435614875918ac6ff3c4148e6_40)] [added: [16](#ibae0ab0ee7704c548e9e246ffa2ea74b_40)] | | |

| [Item [removed: 7A.](#if05a62f435614875918ac6ff3c4148e6_49)] [added: 7A.](#ibae0ab0ee7704c548e9e246ffa2ea74b_49)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if05a62f435614875918ac6ff3c4148e6_49)] [added: Risk](#ibae0ab0ee7704c548e9e246ffa2ea74b_49)] | | | [removed: [30](#if05a62f435614875918ac6ff3c4148e6_49)] [added: [26](#ibae0ab0ee7704c548e9e246ffa2ea74b_49)] | | |

| [Item [removed: 8.](#if05a62f435614875918ac6ff3c4148e6_52)] [added: 8.](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] | | | [Financial Statements and Supplementary [removed: Data](#if05a62f435614875918ac6ff3c4148e6_52)] [added: Data](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] | | | [removed: [31](#if05a62f435614875918ac6ff3c4148e6_52)] [added: [27](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] | | |

| [Item [removed: 9.](#if05a62f435614875918ac6ff3c4148e6_121)] [added: 9.](#ibae0ab0ee7704c548e9e246ffa2ea74b_124)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if05a62f435614875918ac6ff3c4148e6_121)] [added: Disclosure](#ibae0ab0ee7704c548e9e246ffa2ea74b_124)] | | | [removed: [69](#if05a62f435614875918ac6ff3c4148e6_121)] [added: [62](#ibae0ab0ee7704c548e9e246ffa2ea74b_124)] | | |

| [Item [removed: 9A.](#if05a62f435614875918ac6ff3c4148e6_124)] [added: 9A.](#ibae0ab0ee7704c548e9e246ffa2ea74b_127)] | | | [Controls and [removed: Procedures](#if05a62f435614875918ac6ff3c4148e6_124)] [added: Procedures](#ibae0ab0ee7704c548e9e246ffa2ea74b_127)] | | | [removed: [69](#if05a62f435614875918ac6ff3c4148e6_124)] [added: [62](#ibae0ab0ee7704c548e9e246ffa2ea74b_127)] | | |

| [Item [removed: 9B.](#if05a62f435614875918ac6ff3c4148e6_127)] [added: 9B.](#ibae0ab0ee7704c548e9e246ffa2ea74b_130)] | | | [Other [removed: Information](#if05a62f435614875918ac6ff3c4148e6_127)] [added: Information](#ibae0ab0ee7704c548e9e246ffa2ea74b_130)] | | | [removed: [69](#if05a62f435614875918ac6ff3c4148e6_127)] [added: [62](#ibae0ab0ee7704c548e9e246ffa2ea74b_130)] | | |

| [Item [removed: 9C.](#if05a62f435614875918ac6ff3c4148e6_130)] [added: 9C.](#ibae0ab0ee7704c548e9e246ffa2ea74b_133)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if05a62f435614875918ac6ff3c4148e6_130)] [added: Inspections](#ibae0ab0ee7704c548e9e246ffa2ea74b_133)] | | | [removed: [69](#if05a62f435614875918ac6ff3c4148e6_130)] [added: [62](#ibae0ab0ee7704c548e9e246ffa2ea74b_133)] | | |

| [Item [removed: 10.](#if05a62f435614875918ac6ff3c4148e6_136)] [added: 10.](#ibae0ab0ee7704c548e9e246ffa2ea74b_139)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if05a62f435614875918ac6ff3c4148e6_136)] [added: Governance](#ibae0ab0ee7704c548e9e246ffa2ea74b_139)] | | | [removed: [70](#if05a62f435614875918ac6ff3c4148e6_136)] [added: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_139)] | | |

| [Item [removed: 11.](#if05a62f435614875918ac6ff3c4148e6_139)] [added: 11.](#ibae0ab0ee7704c548e9e246ffa2ea74b_142)] | | | [Executive [removed: Compensation](#if05a62f435614875918ac6ff3c4148e6_139)] [added: Compensation](#ibae0ab0ee7704c548e9e246ffa2ea74b_142)] | | | [removed: [70](#if05a62f435614875918ac6ff3c4148e6_139)] [added: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_142)] | | |

| [Item [removed: 12.](#if05a62f435614875918ac6ff3c4148e6_142)] [added: 12.](#ibae0ab0ee7704c548e9e246ffa2ea74b_145)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if05a62f435614875918ac6ff3c4148e6_142)] [added: Matters](#ibae0ab0ee7704c548e9e246ffa2ea74b_145)] | | | [removed: [70](#if05a62f435614875918ac6ff3c4148e6_142)] [added: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_145)] | | |

| [Item [removed: 13.](#if05a62f435614875918ac6ff3c4148e6_145)] [added: 13.](#ibae0ab0ee7704c548e9e246ffa2ea74b_148)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if05a62f435614875918ac6ff3c4148e6_145)] [added: Independence](#ibae0ab0ee7704c548e9e246ffa2ea74b_148)] | | | [removed: [70](#if05a62f435614875918ac6ff3c4148e6_145)] [added: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_148)] | | |

| [Item [removed: 14.](#if05a62f435614875918ac6ff3c4148e6_148)] [added: 14.](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] | | | [Principal Accountant Fees and [removed: Services](#if05a62f435614875918ac6ff3c4148e6_148)] [added: Services](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] | | | [removed: [70](#if05a62f435614875918ac6ff3c4148e6_148)] [added: [63](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] | | |

| [Item [removed: 15.](#if05a62f435614875918ac6ff3c4148e6_154)] [added: 15.](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] | | | [Exhibits and Financial Statement [removed: Schedules](#if05a62f435614875918ac6ff3c4148e6_154)] [added: Schedules](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] | | | [removed: [71](#if05a62f435614875918ac6ff3c4148e6_154)] [added: [64](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] | | |

| [Item [removed: 16.](#if05a62f435614875918ac6ff3c4148e6_148)] [added: 16.](#ibae0ab0ee7704c548e9e246ffa2ea74b_151)] | | | [Form 10-K [removed: Summary](#if05a62f435614875918ac6ff3c4148e6_154)] [added: Summary](#ibae0ab0ee7704c548e9e246ffa2ea74b_157)] | | | [removed: [73](#if05a62f435614875918ac6ff3c4148e6_157)] [added: [66](#ibae0ab0ee7704c548e9e246ffa2ea74b_160)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b) ☐

| [Part I](#ibae0ab0ee7704c548e9e246ffa2ea74b_10) | | | | | | | | |

| [Part II](#ibae0ab0ee7704c548e9e246ffa2ea74b_31) | | | | | | | | |

| [Item 6.](#ibae0ab0ee7704c548e9e246ffa2ea74b_37) | | | [\[Reserved\]](#ibae0ab0ee7704c548e9e246ffa2ea74b_37) | | | [15](#ibae0ab0ee7704c548e9e246ffa2ea74b_37) | | |

| [Part III](#ibae0ab0ee7704c548e9e246ffa2ea74b_136) | | | | | | | | |

| [Part IV](#ibae0ab0ee7704c548e9e246ffa2ea74b_154) | | | | | | | | |

| [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

12

15

Cintas occupies [removed: 474] [added: 473] facilities located in [removed: 336] [added: 338] cities.

Cintas leases 245 of these facilities for various terms ranging from monthly to the year [removed: 2033.][added: 2034.]

Cintas owns or leases approximately [removed: 20,000] [added: 20,900] vehicles which are used for the route-based services and by the sales and management employee-partners.

| Rental Branches | | | [removed: 134] [added: 135] | | |

| First Aid and Safety Facilities | | | [removed: 64] [added: 63] | | |

| All Other Facilities | | | [removed: 54] [added: 53] | | |

| Total | | | 473 | | |

| Total | | | 474 | | |

13

16

Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." At May 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 1,400] [added: 1,300] shareholders of record of Cintas' common stock.

Cintas believes that this represents approximately [removed: 310,000] [added: 400,000] beneficial owners.

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

| April 12, 2022 [removed: (2)] [added: (1)] | | | May 16, 2022 | | | | | | June 15, 2022 | | | | | | 0.95 | | | | | | 97.5 | | |

| [removed: Fiscal] [added: Fiscal] Year [removed: 2021] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | |

[removed: (2)] [added: (1)] The dividends declared on April [removed: 12, 2022] [added: 11, 2023] and April [removed: 13, 2021] [added: 12, 2022] were included in current accrued liabilities on the consolidated balance [removed: sheet] [added: sheets] at May 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: ][added: ]

From the inception of the July 27, 2021 share buyback program through May 31, [removed: 2022,] [added: 2023,] Cintas has purchased a total of [removed: 2.2] [added: 2.7] million shares of Cintas common stock at an average price of [removed: $383.01] [added: $385.80] per share for a total purchase price of [removed: $823.4] [added: $1,041.7] million.

(2) During March [removed: 2022,] [added: 2023,] Cintas acquired [removed: 26,601] [added: 23,794] shares of Cintas common stock in satisfaction of employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $410.14] [added: $458.03] per share for a total purchase price of $10.9 million.

(3) During April [removed: 2022,] [added: 2023,] Cintas acquired [removed: 11,830] [added: 12,400] shares of Cintas common stock in satisfaction of employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $422.81] [added: $457.50] per share for a total purchase price of [removed: $5.0] [added: $5.7] million.

(4) During May [removed: 2022,] [added: 2023,] Cintas acquired [removed: 6,021] [added: 18,173] shares of Cintas common stock in satisfaction of employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year.

These shares were purchased at an average price of [removed: $389.70] [added: $468.94] per share for a total purchase price of [removed: $2.3] [added: $8.5] million.

| July 26, 2022 | | | August 15, 2022 | | | | | | September 15, 2022 | | | | | | $ | 1.15 | | | | | $ | 117.3 | |

| October 25, 2022 | | | November 15, 2022 | | | | | | December 15, 2022 | | | | | | 1.15 | | | | | | 117.4 | | |

| January 10, 2023 | | | February 15, 2023 | | | | | | March 15, 2023 | | | | | | 1.15 | | | | | | 117.5 | | |

| April 11, 2023 (1) | | | May 15, 2023 | | | | | | June 15, 2023 | | | | | | 1.15 | | | | | | 117.6 | | |

| Total | | | | | | | | | | | | | | | $ | 4.60 | | | | | $ | 469.8 | |

14

| March 1 - 31, 2023 (2) | | | 23,794 | | | | | | $ | 458.03 | | | | | — | | | | | | $ | 1,461.2 | |

| April 1 - 30, 2023 (3) | | | 12,400 | | | | | | $ | 457.50 | | | | | — | | | | | | $ | 1,461.2 | |

| May 1 - 31, 2023 (4) | | | 24,380 | | | | | | $ | 466.63 | | | | | 6,207 | | | | | | $ | 1,458.3 | |

| Total | | | 60,574 | | | | | | $ | 461.38 | | | | | 6,207 | | | | | | $ | 1,458.3 | |

On July 26, 2022, Cintas announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date.

There were no share buybacks under the July 26, 2022 share buyback program through May 31, 2023.

| October 27, 2020 (1) | | | November 6, 2020 | | | | | | December 4, 2020 | | | | | | $ | 2.81 | | | | | $ | 297.7 | |

| October 27, 2020 | | | November 6, 2020 | | | | | | December 4, 2020 | | | | | | 0.70 | | | | | | 74.1 | | |

| January 19, 2021 | | | February 15, 2021 | | | | | | March 15, 2021 | | | | | | 0.75 | | | | | | 79.5 | | |

| April 13, 2021 (2) | | | May 15, 2021 | | | | | | June 15, 2021 | | | | | | 0.75 | | | | | | 79.2 | | |

| Total | | | | | | | | | | | | | | | $ | 5.01 | | | | | $ | 530.5 | |

(1) Beginning October 27, 2020, our Board of Directors authorized a change in dividend policy from an annual dividend to quarterly dividends.

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 | |

15

18

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| [Management's Report on Internal Control over Financial [removed: Reporting](#if05a62f435614875918ac6ff3c4148e6_55)] [added: Reporting](#ibae0ab0ee7704c548e9e246ffa2ea74b_55)] | | | [removed: [32](#if05a62f435614875918ac6ff3c4148e6_55)] [added: [28](#ibae0ab0ee7704c548e9e246ffa2ea74b_55)] | | |

| [Reports of Independent Registered Public Accounting [removed: Fir](#if05a62f435614875918ac6ff3c4148e6_58)[m (PCAO](#if05a62f435614875918ac6ff3c4148e6_58)[B ID](#if05a62f435614875918ac6ff3c4148e6_58) 42[)](#if05a62f435614875918ac6ff3c4148e6_58)] [added: Firm (PCAOB ID](#ibae0ab0ee7704c548e9e246ffa2ea74b_58) 42[)](#ibae0ab0ee7704c548e9e246ffa2ea74b_58)] | | | [removed: [33](#if05a62f435614875918ac6ff3c4148e6_58)] [added: [29](#ibae0ab0ee7704c548e9e246ffa2ea74b_58)] | | |

| [Consolidated Statements of [removed: Income](#if05a62f435614875918ac6ff3c4148e6_61)] [added: Income](#ibae0ab0ee7704c548e9e246ffa2ea74b_61)] | | | [removed: [36](#if05a62f435614875918ac6ff3c4148e6_61)] [added: [32](#ibae0ab0ee7704c548e9e246ffa2ea74b_61)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if05a62f435614875918ac6ff3c4148e6_64)] [added: Income](#ibae0ab0ee7704c548e9e246ffa2ea74b_64)] | | | [removed: [37](#if05a62f435614875918ac6ff3c4148e6_64)] [added: [33](#ibae0ab0ee7704c548e9e246ffa2ea74b_64)] | | |

| [Consolidated Balance [removed: Sheets](#if05a62f435614875918ac6ff3c4148e6_67)] [added: Sheets](#ibae0ab0ee7704c548e9e246ffa2ea74b_67)] | | | [removed: [38](#if05a62f435614875918ac6ff3c4148e6_67)] [added: [34](#ibae0ab0ee7704c548e9e246ffa2ea74b_67)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#if05a62f435614875918ac6ff3c4148e6_70)] [added: Equity](#ibae0ab0ee7704c548e9e246ffa2ea74b_70)] | | | [removed: [39](#if05a62f435614875918ac6ff3c4148e6_70)] [added: [35](#ibae0ab0ee7704c548e9e246ffa2ea74b_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if05a62f435614875918ac6ff3c4148e6_73)] [added: Flows](#ibae0ab0ee7704c548e9e246ffa2ea74b_73)] | | | [removed: [40](#if05a62f435614875918ac6ff3c4148e6_73)] [added: [36](#ibae0ab0ee7704c548e9e246ffa2ea74b_73)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if05a62f435614875918ac6ff3c4148e6_76)] [added: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)] | | | [removed: [41](#if05a62f435614875918ac6ff3c4148e6_76)] [added: [37](#ibae0ab0ee7704c548e9e246ffa2ea74b_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: 2022.][added: 2023.]

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) [removed: (collectively] [added: (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 27, [removed: 2022,] [added: 2023,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At May 31, [removed: 2022,] [added: 2023,] the Company's insurance reserve was [removed: $164.0] [added: $182.0] million. As described in [Note [removed: 1](#if05a62f435614875918ac6ff3c4148e6_79)] [added: 1](#ibae0ab0ee7704c548e9e246ffa2ea74b_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 [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve is estimated through actuarial procedures [removed: and by] using industry assumptions, adjusted for Company specific expectations based on claims history. Auditing the Company's estimate of the [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve. This includes internal controls over the claims activity and actuarial methods used to establish the [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve. Specifically, we tested internal controls related to management’s review of data provided to the actuary, validation of claim activity and review of actuarial methods. To test the [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve, our audit procedures included, among others, assessing the methodologies used to estimate the incurred but not reported insurance reserve, testing the completeness and accuracy of the underlying claims data, vouching payments made to third parties, and testing the mathematical accuracy of the actuarially determined [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve. Furthermore, we involved our actuarial specialists to assist in evaluating the methodologies used by management to determine the [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve and comparing the Company’s recorded [removed: incurred] [added: unasserted (incurred] but not [removed: reported] [added: reported)] insurance reserve to a range developed based on independently selected actuarial methodologies. | | |

[added: |] July [removed: 27,] [added: 26,] 2022 [added: | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |]

We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated July 27, [removed: 2022,] [added: 2023,] expressed an unqualified opinion thereon.

| (In thousands except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Uniform rental and facility services | | | $ | [removed: 6,226,980] [added: 6,897,130] | | | | | $ | [removed: 5,689,632] [added: 6,226,980] | | | | | $ | [removed: 5,643,494] [added: 5,689,632] | |

| Other | | | [removed: 1,627,479] [added: 1,918,639] | | | | | | [removed: 1,426,708] [added: 1,627,479] | | | | | | [removed: 1,441,626] [added: 1,426,708] | | |

| Total revenue | | | [removed: 7,854,459] [added: 8,815,769] | | | | | | [removed: 7,116,340] [added: 7,854,459] | | | | | | [removed: 7,085,120] [added: 7,116,340] | | |

| Cost of uniform rental and facility services | | | [removed: 3,316,433] [added: 3,632,175] | | | | | | [removed: 2,983,514] [added: 3,316,433] | | | | | | [removed: 3,055,145] [added: 2,983,514] | | |

| Cost of other | | | [removed: 905,780] [added: 1,010,226] | | | | | | [removed: 818,175] [added: 905,780] | | | | | | [removed: 796,227] [added: 818,175] | | |

| Selling and administrative expenses | | | [removed: 2,044,876] [added: 2,370,704] | | | | | | [removed: 1,929,159] [added: 2,044,876] | | | | | | [removed: 2,071,052] [added: 1,929,159] | | |

| Operating income | | | [removed: 1,587,370] [added: 1,802,664] | | | | | | [removed: 1,385,492] [added: 1,587,370] | | | | | | [removed: 1,162,696] [added: 1,385,492] | | |

| Interest income | | | [removed: (242)] [added: (1,716)] | | | | | | [removed: (467)] [added: (242)] | | | | | | [removed: (988)] [added: (467)] | | |

| Interest expense | | | [removed: 88,844] [added: 111,232] | | | | | | [removed: 98,210] [added: 88,844] | | | | | | [removed: 105,393] [added: 98,210] | | |

| Income before income taxes | | | [removed: 1,498,768] [added: 1,693,148] | | | | | | [removed: 1,287,749] [added: 1,498,768] | | | | | | [removed: 1,058,291] [added: 1,287,749] | | |

| Income taxes | | | [removed: 263,011] [added: 345,138] | | | | | | [removed: 176,781] [added: 263,011] | | | | | | [removed: 181,931] [added: 176,781] | | |

| Net income | | | $ | [removed: 1,235,757] [added: 1,348,010] | | | | | $ | [removed: 1,110,968] [added: 1,235,757] | | | | | $ | [removed: 876,037] [added: 1,110,968] | |

| Basic earnings per [removed: share:] [added: share] | | | [added: $] | [added: 13.21] | | | | | [added: $] | [added: 11.92] | | | | | [added: $] | [added: 10.52] | |

| Basic earnings per share | | | $ | [removed: 11.92] [added: 13.21] | | | | | $ | [removed: 10.52] [added: 11.92] | | | | | $ | [removed: 8.36] [added: 10.52] | |

| Diluted earnings per [removed: share:] [added: share] | | | [added: $] | [added: 12.99] | | | | | [added: $] | [added: 11.65] | | | | | [added: $] | [added: 10.24] | |

| Diluted earnings per share | | | $ | [removed: 11.65] [added: 12.99] | | | | | $ | [removed: 10.24] [added: 11.65] | | | | | $ | [removed: 8.11] [added: 10.24] | |

| Dividends declared and paid per share | | | $ | [removed: 3.80] [added: 4.60] | | | | | $ | [removed: 5.01] [added: 3.80] | | | | | $ | [removed: 2.55] [added: 5.01] | |

| (In thousands) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 1,235,757] [added: 1,348,010] | | | | | $ | [removed: 1,110,968] [added: 1,235,757] | | | | | $ | [removed: 876,037] [added: 1,110,968] | |

27

28

29

July 27, 2023

30

July 27, 2023

| Cash and cash equivalents | | | $ | 124,149 | | | | | $ | 90,471 | |

| | | | $ | 8,546,356 | | | | | $ | 8,147,256 | |

| Income taxes, current | | | 12,470 | | | | | | — | | |

| | | | $ | 8,546,356 | | | | | $ | 8,147,256 | |

| Net income | | | — | | | | | | — | | | | | | | | | | | | 1,348,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,348,010 | | |

| Dividends | | | — | | | | | | — | | | | | | | | | | | | (469,858) | | | | | | — | | | | | | — | | | | | | — | | | | | | (469,858) | | |

| Stock options exercised | | | 1,074 | | | | | | 156,004 | | | | | | | | | | | | — | | | | | | — | | | | | | (360) | | | | | | (152,983) | | | | | | 3,021 | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (980) | | | | | | (398,865) | | | | | | (398,865) | | |

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

| Balance at May 31, 2023 | | | 192,199 | | | | | | $ | 2,031,542 | | | | | | | | | | | $ | 9,597,315 | | | | | $ | 77,778 | | | | | (90,467) | | | | | | $ | (7,842,649) | | | | | $ | 3,863,986 | |

| | | | $ | 506,604 | | | | | $ | 472,150 | |

Cintas' investments primarily consist of the cash surrender value of insurance policies.

(discounted cash flow analysis).

| | | | $ | 632,504 | | | | | $ | 588,948 | |

and mortality rates.

Cintas is also party to additional litigation not considered in the ordinary course of business.

See [Note 14](#ibae0ab0ee7704c548e9e246ffa2ea74b_1565) entitled Litigation and Other Contingencies for a detailed discussion of such additional litigation.

the asset would have been one year or less.

| | | | As of May 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Total assets at fair value | | | $ | 124,149 | | | | | $ | 70,449 | | | | | $ | — | | | | | $ | 194,598 | |

In addition to assets and liabilities that are recorded at fair value on a recurring basis, Cintas records assets and liabilities at fair value on a nonrecurring basis as required under U.S. GAAP.

The assets and liabilities measured at fair value on a nonrecurring basis primarily relate to assets and liabilities acquired in a business acquisition.

| | | | 3,758,745 | | | | | | 3,535,592 | | |

| Goodwill acquired | | | 18,729 | | | | | | 8,624 | | | | | | 4,678 | | | | | | 32,031 | | |

| Foreign currency translation | | | (17,221) | | | | | | (1,525) | | | | | | (60) | | | | | | (18,806) | | |

| Balance at May 31, 2023 | | | $ | 2,636,607 | | | | | $ | 292,868 | | | | | $ | 126,726 | | | | | $ | 3,056,201 | |

| Service contracts acquired | | | 6,942 | | | | | | 2,299 | | | | | | 1,757 | | | | | | 10,998 | | |

| Service contracts amortization | | | (43,356) | | | | | | (5,149) | | | | | | (4,230) | | | | | | (52,735) | | |

| Foreign currency translation | | | (3,190) | | | | | | (137) | | | | | | — | | | | | | (3,327) | | |

| Balance at May 31, 2023 | | | $ | 310,030 | | | | | $ | 21,157 | | | | | $ | 15,387 | | | | | $ | 346,574 | |

| | | | 2023 | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| Noncompete and consulting agreements and other | | | 198,260 | | | | | | 67,294 | | | | | | 130,966 | | | | | | | | | 176,578 | | | | | | 64,692 | | | | | | 111,886 | | |

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

| 2024 | | | | | | $ | 147,939 | |

| | | | | | | | | |

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

| | | | | | | | | |

July 27, 2022

| Income from continuing operations | | | 1,235,757 | | | | | | 1,110,968 | | | | | | 876,360 | | |

| Loss from discontinued operations, net of tax benefit of $0, $0 and $(107), respectively | | | — | | | | | | — | | | | | | (323) | | |

| Continuing operations | | | $ | 11.92 | | | | | $ | 10.52 | | | | | $ | 8.36 | |

| Discontinued operations | | | — | | | | | | — | | | | | | 0.00 | | |

| Continuing operations | | | $ | 11.65 | | | | | $ | 10.24 | | | | | $ | 8.11 | |

| Discontinued operations | | | — | | | | | | — | | | | | | 0.00 | | |

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

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

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

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

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

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

| Balance at June 1, 2019 | | | 184,791 | | | | | | $ | 1,068,256 | | | | | | | | | | | $ | 6,691,236 | | | | | $ | (39,152) | | | | | (81,506) | | | | | | $ | (4,717,619) | | | | | $ | 3,002,721 | |

| Net income | | | — | | | | | | — | | | | | | | | | | | | 876,037 | | | | | | — | | | | | | — | | | | | | — | | | | | | 876,037 | | |

| Dividends | | | — | | | | | | — | | | | | | | | | | | | (267,956) | | | | | | — | | | | | | — | | | | | | — | | | | | | (267,956) | | |

| Stock options exercised | | | 1,361 | | | | | | 90,519 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 90,519 | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,872) | | | | | | (464,518) | | | | | | (464,518) | | |

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

| Cash and cash equivalents at end of year | | | $ | 90,471 | | | | | $ | 493,640 | | | | | $ | 145,402 | |

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.

The impact of the 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 is measured as the amount of

As a result of the adverse impact that the COVID-19 pandemic, Cintas recorded a total of $24.5 million in employee termination costs at the onset of the COVID-19 pandemic in fiscal 2020, of which $20.2 million was recorded in the Uniform Rental and Facility Services reportable operating segment.

The amount of employee termination benefits paid during the fiscal year ended May 31, 2021 and 2020 was $10.2 million and $14.3 million, respectively.

Cintas did not record employee termination costs during fiscal 2022 or 2021.

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

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

The disruption created by the COVID-19 pandemic beginning in the fourth quarter of fiscal 2020 resulted in larger quantities of inventory on hand as of May 31, 2022 and 2021.

As of May 31, 2022 and 2021, our Uniform Rental and Facility Services and First Aid and Safety reportable operating segments held an excess amount of personal protective equipment inventory on hand.

The excess inventory, determined through specific identification, resulted in a specific reserve of $28.5 million and $43.6 million as of May 31, 2022 and 2021, respectively.

In fiscal 2020, as a result of certain activities to eliminate excess capacity and reduce our cost structure in response to the onset of the COVID-19 pandemic, an indicator of impairment was identified.

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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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](#if05a62f435614875918ac6ff3c4148e6_52)] [added: 8](#ibae0ab0ee7704c548e9e246ffa2ea74b_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: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.

62

69

The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

(1) Excludes [removed: 836,609] [added: 686,630] unvested restricted stock units.

| Equity compensation plans approved by shareholders | | | 4,427,752 | | | | | | $ | 278.01 | | | | | 5,412,885 | | |

| Total | | | 4,427,752 | | | | | | $ | 278.01 | | | | | 5,412,885 | | |

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

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

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70

| | | | | | | For each of the three years in the period ended May 31, [removed: 2022.] [added: 2023.] | | |

| | | | | | | [Schedule II: Valuation and Qualifying Accounts and [removed: Reserves.](#if05a62f435614875918ac6ff3c4148e6_163)] [added: Reserves.](#ibae0ab0ee7704c548e9e246ffa2ea74b_166)] | | |

| | | | | | | 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](#if05a62f435614875918ac6ff3c4148e6_52)] [added: Statements](#ibae0ab0ee7704c548e9e246ffa2ea74b_52)] or [removed: [Notes](#if05a62f435614875918ac6ff3c4148e6_76)] [added: [Notes](#ibae0ab0ee7704c548e9e246ffa2ea74b_76)] thereto. | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/723254/000095015207009382/l28750aexv4w1.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm)] | | | | | | [Restated Articles of Incorporation, as amended (Incorporated by reference to [removed: Exhibit 4.1 to Post Effective Amendment No. 1] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm) [3.1] to Cintas' [removed: Registration Statement No. 333-136631-09] [added: Quarterly Report] on Form [removed: S-3 filed on December 3, 2007).](http://www.sec.gov/Archives/edgar/data/723254/000095015207009382/l28750aexv4w1.htm)] [added: 10-Q for the](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm) [quarter ended November 30, 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325423000003/exhibit31restatedarticleso.htm)] | | |

| [removed: [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)] [added: [4.6](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) | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm) | | | | | | [Third Amended and Restated Credit Agreement, dated as of March 23, [removed: 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,] [added: 2022,] among Cintas Corp No. 2, the Lenders party thereto and KeyBank National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to Cintas' Current Report on Form 8-K filed on March 23, 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000005/ex101thirdamendedandrestat.htm) | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a21-subsidiaries2022.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a21-subsidiaries2023.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a21-subsidiaries2022.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a21-subsidiaries2023.htm)] | | |

| [removed: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a22-subsidiaryguarantorsfy.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/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/723254/000072325422000019/a22-subsidiaryguarantorsfy.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a22-subsidiaryguarantorsfy.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a23-consentofey2022.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a23-consentofey2023.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/a23-consentofey2022.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/a23-consentofey2023.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex311.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/723254/000072325422000019/ctas10k2022ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex312.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/723254/000072325422000019/ctas10k2022ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex321.htm)] | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex321.htm)] | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex322.htm)] | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325422000019/ctas10k2022ex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325423000025/ctas10k2023ex322.htm)] | | |

| 101 | | | | | | The following financial statements from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] formatted in Inline XBRL (included as Exhibit 101). | | |

64

| [10.22](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1012ndamendmenttoincenti.htm) | | | * | | | [Amendment No. 2 to Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Cintas' Quarterly Report on Form 10-Q for the quarter ended August 31, 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1012ndamendmenttoincenti.htm) | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm) | | | * | | | [Amendment No. 3 to Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm)[2](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm) [to Cintas' Quarterly Report on Form 10-Q for the quarter ended August 31, 2022).](http://www.sec.gov/Archives/edgar/data/723254/000072325422000031/ex1023rdamendmenttoincenti.htm) | | |

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| | | | | | | | | |

| | | | | | | | | |

71

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* Pursuant to Item 601(a)(5), certain exhibits and schedules have been omitted and Cintas agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

DATE SIGNED: July 27, [removed: 2022][added: 2023]

| /s/ | | | Todd M. Schneider Todd M. Schneider | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | July 27, [removed: 2022] [added: 2023] | | |

| /s/ | | | Scott D. Farmer Scott D. Farmer | | | | | | Executive Chairman of the Board of Directors | | | | | | July 27, [removed: 2022] [added: 2023] | | |

| /s/ | | | Ronald W. Tysoe Ronald W. Tysoe | | | | | | Director | | | | | | July 27, [removed: 2022] [added: 2023] | | |

| /s/ | | | John F. Barrett John F. Barrett | | | | | | Director | | | | | | July 27, [removed: 2022] [added: 2023] | | |

| /s/ | | | Karen L. Carnahan Karen L. Carnahan | | | | | | Director | | | | | | July 27, [removed: 2022] [added: 2023] | | |

| /s/ | | | J. Michael Hansen J. Michael Hansen | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | July 27, [removed: 2022] [added: 2023] | | |

| [removed: May] [added: May] 31, [removed: 2022] [added: 2022] | | | $ | 12,097 | | | | | $ | 30,278 | | | | | $ | 29,457 | | | | | $ | 12,918 | |

66

| /s/ | | | Martin Mucci Martin Mucci | | | | | | Director | | | | | | July 27, 2023 | | |

67

| May 31, 2023 | | | $ | 12,918 | | | | | $ | 40,817 | | | | | $ | 38,809 | | | | | $ | 14,926 | |

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

74

| May 31, 2020 | | | $ | 11,343 | | | | | $ | 40,521 | | | | | $ | 16,431 | | | | | $ | 35,433 | |

75